Filing Mechanics
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

Corporations, limited 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.

Methods of Filing

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].

E-Filing
For states currently offering e-filing services see LeapLaw's 50 state pages.

Fax Filings
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.

Role of Service Companies

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.
  
  

Note: 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.

• Request "favors" when you REALLY need them. The most valuable asset of a great service company is its established relationships with the secretaries of state offices.
  
  
• 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.

Forms

Pre-printed Forms
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.

Draft Forms
If preprinted forms are not available, statutes used to draft your own form may be found at LeapLaw's Corporate Connection and LLC Connection.

Filing Mechanics

Duplicates
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).

Expedited Filings
Some states 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 filing.

Pre-Clearance
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 rejection.

Evidence and Effective Time

Date-Stamped Copies
When filing 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 package.

Note: 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.

Conformed Signatures
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

Times Zones
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.

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