Best Practice Summary
Virtual Paralegal Services provides senior level corporate paralegal assistance. If you’d like to discuss how VPS can assist with your closing, please contact us at [email protected]. Learn more about Virtual Paralegal Services
liability companies, limited partnerships, limited liability partnerships and
business trusts make certain filings with secretaries of state of its domestic
state and any foreign state in which intends to do business. Filings will be incorporation
and formation documents, amendments, certificates of authority, annual reports
and certain certificates of change. In certain cases, such as trade names, fictitious
business names, UCC fixture filings, certain documents may also need to be filed
with local or county governments.
When you are filing locally, you may prefer to send
a runner or a messenger to the state. If you have access to a company credit card,
you may also opt to file via facsimile or online in the states that allow for
such methods of filing.
Need assistance? Virtual Paralegal Services provides paralegal services including ordering and obtaining certified documents and good standing certificates in all 50 states. For more information contact us at [email protected].
For states currently offering e-filing services see LeapLaw's 50 state pages.
When available, fax
filings can be an obvious time saver. California, Delaware, Florida, New Jersey,
New York and Massachusetts are a few states currently accepting fax filings. Since
state technologies are constantly advancing, check LeapLaw's 50 state pages to see if the state in which you are filing accepts fax filings.
Though fax filing can seem like a blessing, filing directly can
be hazardous. Depending upon the state you're filing in, you may lose control
of your filing once you fax it to the state. Some states offer no support or assistance
when you're looking for a fax that seems lost. By faxing the filing to your service
company who then faxes it to the appropriate secretary of state, you will
remain in control of the filing.
Service companies such as Virtual Paralegal Services are companies that specialize
in dealing with government agencies on your behalf, in particular, secretaries
of state. But they also file in local and county government offices. Using Virtual Paralegal Services can:
- Coordinate prompt and efficient filings.
- Save time by advancing filing fees.
Service companies will generally advance usual filing fees. Filings, such as amendments
to the charter increasing stock, may require excessive filing fees. Depending
upon the amount of business your firm or company does with your service company
and the amount of the filing fee, the service company, such as Virtual Paralegal Services, may not be willing to advance
the total due. If you suspect your filing fee may be out of the ordinary, it is
important to verify ahead of time to assure that either the service company will
advance the fees or an appropriate wire transfer arrangement has been made so that
the filing is accepted as you require.
"favors" when you REALLY need them. The most valuable asset of a great
service company is its established relationships with the secretaries of state
- Get filings done as fast as sending a messenger directly
to the state since representatives may be stationed at the state's office for
your convenience. If this is the case in your state, a messenger can deliver your
filing directly into the hands of a representative you know and trust.
- Make changes to your filing at the secretary of state's office with your
approval. This saves valuable time and assures your filing is accepted when it
needs to be.
These are valuable timesaving measures
that may be well worth a minimal service fee.
Some states require preprinted filing forms. If preprinted forms
are available, they may be found online at LeapLaw's Corporate
Connection (corporate forms), LeapLaw's LLC
Connection (LLC forms). Close attention should be paid to the instructions provided on each
form regarding the number of originals required to be filed in each state, filing
fees and the type of ink preferred for signatures.
preprinted forms are not available, statutes used to draft your own form may be
found at LeapLaw's Corporate
Connection and LLC
The number of originals or duplicate copies a state requires is usually
noted on the top of preprinted forms or in the instructions that are provided
by your service company or the secretary of state. Along with the required number
of copies required for filing, you may want to include a plain copy for date-stamped
evidence (see below).
offer expedited filing services for an additional fee. Delaware, for instance,
will expedite a filing so that evidence is received within a few hours of filing
for an additional fee of $500. When time is of the essence, ask Virtual Paralegal Services if an expedited service is an option in the target state for your
In transactional work, it can
be imperative that a filing is made at a certain time. In these cases, pre-clearance
is key. Essentially, if the state has pre-cleared the document for a fee, the
filing is guaranteed to be accepted when it is presented for filing. All states
do not offer pre-clearance services. Some states provide pre-clearance services
for free while others may change an additional fee. When you are filing in a state
that does not provide such services, Virtual Paralegal Services can lend expertise in evaluating the filing to reduce the chance of
a document, it is wise to request a date-stamped copy as filing evidence until
a certified copy is received. In order to receive a date-stamped copy, an extra
copy of the filing should be provided to the secretary of state in the filing
The date-stamped time does not always reflect the accurate effective time. In
some states, such as Massachusetts if the filing is date-stamped after a particular
time (i.e. after 4:00) it is deemed to be filed the following business day (i.e.
if a filing is date-stamped 4:01 p.m. on 1/2/05, the filing may be effective as
of 9:00 a.m. 1/03/05. If the filing date and effective time is key to the transaction,
coordinating with a service company or secretary of state will help avoid this
type of complication.
Default Filing Time
Some states, such as Delaware, assign a default effective time such as 9 a.m.
unless an alternate time is specified. Certain transactions may require a specific
filing time, particularly when transactions are taking place. If it is important
that a filing be effective at noon on a closing day, for instance, rather than
the default time of 9 a.m., it can be arranged with Virtual Paralegal Services. The time may be stated on the filing itself and/or coordinated with
your service company.
Requesting a Particular Date
Most states allow for an effective date to be post-filing, but will generally
never allow for an effective date prior to the actual filing date.
A conformed signature signifies that the signature on file.
This option can be a lifesaver if all you have is an illegible fax signature or
the signature through faxing has become illegible. Check LeapLaw's 50 state pages to see if the state in which you are filing accepts conformed
signatures. A proper format for conformed signatures is shown below:
/s/ John Doe
John Doe, President
East coast professionals have extra time to make filings when considering
that in states where faxes or e-filings are accepted, filings may be made any
time before 8:00 EST in the Pacific Time Zone. Delaware for instance, is available until 8:00 EST in order to service west coast clients.
Related Best Practice Summaries
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