Service Companies
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

Corporate Services

Service companies service the legal industry as third party vendors that function between the law firms and government agencies, primarily the secretary of state, by providing resident agent services, document filing and retrievals, authentications and apostilles and a wealth of information regarding procedures of the secretaries of state and some other governmental agencies.

Generally, service companies do not provide services in relation to securities issues, blue sky or federal securities filings. Some major national registered agent service companies are CT Corporation System ("CT"), Corporation Service Company ("CSC"). There are many others.

It's a Relationship-Oriented Business

Legal professionals can be very passionate about their preferred service company. Developing a relationship with a service company and in particular, a customer service representative is an issue of trust. You need to feel that the person on the other end of the phone is knowledgeable and cares about making you look good because making you look good (or bad) is the ultimate power of a service company.

As legal professionals, LeapLaw’s management and contributors realize the important role service companies play in the day-to-day life of corporate legal professionals and the very personal nature of that relationship. We understand that service companies can essentially make you or break you in the eyes of your attorney or client as the case may be. We also know the pain of the exorbitant invoices of the larger resident agent service companies for representation and corporate/UCC services.

Need assistance? Virtual Paralegal Services provides paralegal services including preparation and filing services in all 50 states. For more information contact us at [email protected].

All Customer Service Representatives and
Service Companies are not Alike

What a horrible feeling to act on information provided by a trusted customer service representative only to learn that the information was inaccurate! The worst part is that no attorney wants to hear that the job wasn't accomplished because a service company provided bad information. Knowing how to filter inaccurate information is a valuable skill developed by experienced paralegals and attorneys. Experience teaches, usually through the school of hard knocks, how to use service companies to your advantage and avoid pitfalls by listening with a skilled ear, verifying information provided, knowing who you are talking to on the other end of the phone. >

Services Provided by Service Companies

Resident Agent (or Representation) Services
Major registered agent companies provide resident agent services in 50 states and the District of Columbia. Resident agents are appointed when an entity is formed, qualified or incorporated. The resident agent is often a company, that is qualified in the target state and has been appointed by a vote of directors to accept service of process and other information such as tax notices, notices from the secretary of state on behalf of the company.

It is an important time-saving measure to take time immediately following the incorporation, formation or qualification to provide the resident agent with appropriate forwarding instructions as to who should receive service of process and other legal notices; tax notices, secretary of state notices and any other correspondence. Check with your resident agent to learn about their preferred method for handling forwarding instructions.

Legal Notices
Typically the lawyer responsible for the client will receive all legal notices and service of process.

Tax Notices, Annual Reports and other Correspondence
Tax notices, annual reports and other correspondence may be sent to either a responsible paralegal or attorney in the firm representing the company; or it may be determined that such notices be sent directly to a tax accountant, in-house paralegal or general counsel at the company.

Taking the outside law firm out of the loop is usually preferred. Forwarding notices and annual reports can become burdensome particularly if the company is not an immediately recognizable client (i.e. a subsidiary of the client or a merger vehicle) or if the paralegal or attorney assigned to receive such notices leaves the firm. Notices and annual reports may end up in an overwhelming pile to be sorted and forwarded resulting in missed deadlines for filing annual reports and forfeiture of the company's good standing. This can be simply and easily avoided by completing forwarding instructions at the beginning of the process. For your reference, it may be helpful to keep a copy of the forwarding instructions in the minute book.

Pricing May Vary
Resident agent service fees vary greatly from company to company and companies will generally offer discounts when there is large volume. Agents may or may not allow for group discounting. For purposes of providing resident agent services, it may provide considerable savings to a client operating in 50 states to use a more cost-effective resident agent.

Best Practice Tip: Changing resident agents can be time consuming. It is important to know that most resident agents will complete the necessary state paperwork and incur fees for changes of resident agent to their company. If you are interested in changing resident agent companies for any reason, talk to competitors to determine the potential value of a switch.

Resident agents offer web sites to their subscribers that have become valuable resources. Web sites vary from company to company, and will generally include state forms, jurisdictional information, company records information, and free recordkeeping services and tickler systems.

The sites are free to any company using them as resident agents. A password may be requested online at the web sites. It is best to have passwords to each web site in the event that one is sluggish, not working when you're in a rush or does not provide the necessary form. These sites may be used virtually interchangeably for form preparation.

Best Practice Tip: Once a company is formed, incorporated or qualified you may use any service company for every day business. For instance, if CSC is the resident agent for a company, NRAI may still be used to obtain transactional documents.

Document Preparation and Filing
Service companies may assist in the preparation and filing of all state filings such as incorporations, qualifications, financing statements, merger certificates, certificates of revival usually for additional fees.

In some states, powers of attorney may be granted so that the service company may sign on behalf of the client in order to expedite filings. This option would not be available for filing amendments to charter or other documents that require director and/or stockholder votes and officers signatures. It may be used for filing incorporations and revivals and perhaps some other miscellaneous filings requiring the signature of an interested party rather than an officer.

Virtual Paralegal Services provides professional paralegal assistance that goes beyond the state filing level. We provide the same assistance as a paralegal in your office would provide. Contact us for more information regarding virtual paralegal services.

Advancement of Filing Fees

Advancement of filing fees is a great convenience of using a service company for filing since it prevents you from running through the check approval process each time you need to make a filing. The dollar limit a service company will advance generally depends upon specific arrangements between your firm and the service company. Typically service companies will advance filing fees for standard filings of $500 or less. Check with your service company to determine the maximum amount the company will advance for your filings. This service can save considerable time and enable faster filing times when necessary.

Document Retrieval
Service companies will retrieve documents from all state, federal and local government offices and agencies such as:

  • Certified or plain copies of corporate, limited liability company, limited partnership, limited liability partnership filings and annual reports.
  • Apostilles and Authentications
  • Court documents; case dockets, index listing and case file.
  • Federal and/or state tax liens
  • UCC financing statement searches
    Note: Dates of incorporation, the exact legal name or preliminary searches may be performed free at many secretary of state's web sites available at LeapLaw's Corporate Connection.

Why Use a Service Company?

Network Connections
Service company researchers are often stationed at the secretary of state's office or at least are constantly in secretary of state's offices nationwide. Bonds are created with the state workers and therefore, service companies can sometimes pull off miracles just when you need them most.

If a filing being presented to the secretary of state is deficient in some manner, a service company representative can fix the document right there at the secretary of state's office. For instance, if a referenced date of incorporation is inaccurate, the representative can call you and recommend the change. You approve it over the phone. They make the change in the secretary of state's office and the filing is made without rejection.

Calling a secretary of state's office directly can be unreliable and you may not be familiar with the person on the other end of the phone. Asking to whom you are speaking doesn't ensure accountability with a state worker. They may just not care if faulty information causes you professional embarrassment or a client's delay. Service companies generally want your business and they care. Information is more likely to be correct and when it is not, there is accountability.

Cost and Time Efficiency
Service companies charge one retrieval/service charge for retrieving a document so long as the correct company name and jurisdiction is initially provided. Charges are not incurred for cost of transportation or waiting time if the right record cannot be quickly located. Service companies also front the fees for document retrieval so there is no need for petty cash, expense reports or ordering a check from accounting.

General Tips

  • Using the Resident Agent
    Filing incorporations, formations and qualifications with the service company that is providing resident agent services saves a step. The company will immediately pick up the appointment, open a file and bill for services from the filing. If another service company is used for the filing, you will need to notify the resident agent that it has been appointed to serve in a particular jurisdiction. Send an original and at least one copy to the service company. Request the copy be date-stamped by the filing officer and returned to you.
    Best Practice Tip: If the name of the corporation has been reserved by a company, it is important to use that company for filing. Otherwise, the service company who has reserved the name must release the name before the other service company may file.
  • Filing Fees
    Unless your firm provides a checkbook for you to write checks for the exact amount or your client has provided a check, letting the service company advance the fees is a time-saving measure.

  • Confirmation of Filing
    Make sure the service company understands that you want confirmation of the filing. Providing an extra plain copy of the filing with the documents to be filed can be date-stamped and returned to you for evidence of filing. Ask your service company to provide a date-stamped copy or some other evidence of filing.

  • Are You In a Rush?
    Call your service rep and get the address of the out-of-state office that will receive your filing so that there is no time lost in additional shipments (from the Delaware office to mail a filing to Nebraska, let's say.)

  • Fax and E-Filing
    Ask your service rep if fax or e-filing is an option.

  • Conformed Signatures
    While we wait for electronic and digital signatures and online filings to become standard, conformed signatures can be very helpful. Essentially, a conformed signature denotes that the signature on file. This option can be a lifesaver if all the signature on the fax is illegible. A proper format for conformed signatures is shown below. To see if the state you're working on accepts conformed signatures, check LeapLaw's 50 state pages.
  • Sample Conformed Signature:/s/ John Doe
    John Doe, President
  • Filter Information
    Don't take everything a customer service representative says as truth. Customer service representatives in service companies consider themselves to be experts and many of them are a fantastic resource. If you are not familiar with the representative you're speaking with, think about the answers. Think about what you need. Make sure you ask if expedited service is available if you need quick-turnaround. You may check citations at LeapLaw's Corporate Connection (corporation), LeapLaw's LLC Connection (LLC) . Remember, it is your job (and crucial to your reputation) to be sure that the information you are about to rely on is indeed reliable.

  • Don't take NO for An Answer
    If you feel inaccurate information has been provided or a quoted filing fee is too high or any other uneasiness, you may want to (a) verify the information with another service company, (b) check LeapLaw's 50 state pages (c) or call the Secretary of State directly.

  • Extended Hours
    Though local service company offices typically close at 5:00 EST, the Delaware offices of service companies may be opened until 8:00 EST in order to service the west coast. If you are an east coast client with a question after 5:00, you may typically call the Delaware office of your preferred service company after until 8:00 p.m. EST. The opposite holds true for west coast legal professional who may be in the office early.

Which Service Company Should You Use?

Paralegals and attorneys form relationships with customer service representatives based on reliability, trust and past performance. Each service company has something to offer and which company is used tends to be a personal preference. That being said, it is wise to use more than one service company so that in the event you need to verify information, you'll know someone else to call and if your favorite service company severely disappoints you, you'll have someone you're familiar with to call.

Every legal professional should have a strong relationship with a registered agent customer service representative.

Trademark Services

Prior to filing a trademark or service mark application with the US Patent Trademark Office, trademark searches may be performed to help assure that a similar trademark, particularly deceptively similar, is not already registered.

A preliminary trademark searches may be done at the LeapLaw's Intellectual Property Connection. More information than can be provided on a preliminary search may be obtained from trademark search companies.

A popular trademark search ordered from these companies is called a "full search" which is a comprehensive search of the proposed trademark against current federal and state registrations, common law trademarks and domain names. The search provides information necessary to determine any potential infringement risks and conflicts concerning proposed marks that will be used or registered in the US a full search costs approximately $300 for a 5-day turn-around. Expedited services are available for a premium fee. More information on trademark and service mark filings and searches can be found at LeapLaw's Trademark and Service Mark Best Practice Summary.

SEC Document Retrieval

SEC document such as Forms 10-K, 10-Q, Schedules 13D and other SEC filings may be retrieved online at SEC Search EDGAR.

Documents filed prior to May 6, 1996 or filed via paper may be obtained using:

Thomson Financial (800) 983-4636
Washington Service Bureau (800) 955-5217

Related Best Practice Summaries

Filing Mechanics
International Documents
Public Searches
Trademark and Service Marks

UCC Filings and Retrievals

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