Archive for February 2009

A Word About Outstanding Employees

Above is a recent photo of Parasec’s Sacramento office staff. What a wonderful group of people we have working with us -- not only in Sacramento but also in Delaware, Los Angeles and Nevada! I just want to spend a brief few minutes talking about these remarkable people.

It has often been said that the hardest part of management is dealing with employees and I certainly agree that the most difficult and stressful situations in business frequently revolve around issues with staff. But, when you have good employees who care about the business and about their fellow employees, management becomes a whole lot easier and the rewards of employees far exceed the headaches. That is the case with Parasec. We have, over the years, brought together an incredible group of hard-working and dedicated individuals who perform miracles when needed for our clients, work harder than they have ever worked at any other job and have a lot of fun while doing it.

These individuals have not only learned how to do their jobs exceptionally well but they have also learned about the basics of how a business is run and have willingly brought new ideas and creative thinking to those situations that needed a new vision. When there are difficult decisions to be made, I often share the facts with everyone and ask for suggestions because they are on the front lines and usually have a better perspective and understanding of the situation than I ever will. The solutions that arise as a result are always better than my management team and I could come up with completely on our own.

This is a difficult time as a result of the economy. Parasec’s absolute number one priority for our staff is and always will be job security. With that in mind, we have recently cut back or eliminated many of the little perks that all of us have grown used to. We don’t know how deep the recession will go or how long it will last so we want to be proactive about deeply cutting our expenses to ensure we can retain all of our employees no matter what happens in the economy. We got some wonderful ideas from staff that we would never have thought of ourselves on additional places to cut and ways to avoid expenses. People got on board and helped us trim fat that we didn’t even realize was there.

I just want to thank all of Parasec’s employees for their commitment, their dedication and their willingness to question everything and share their suggestions. I’ve never worked with a better team and I’ve never been more proud of any group of people than I am of the current Parasec staff. If the economy is going to turn around as a result of the hard work of U.S. employees, then Parasec employees will be leading the way!


Pending Changes to Nevada Corporate Law

Nevada’s legislature, which only meets every other year, is currently in session and is contemplating SB 55, which proposes several changes to commercial recordings in that state. Let me give you a brief overview of the potential changes this bill would enact.

This bill would change the law to permit an entity, under certain circumstances, to cancel a filing that has been submitted to the Secretary of State. In order for this to be allowed, there are two criteria which would need to be met:
1. The filing could not have been processed and placed into the public record by the Secretary of State at the time the request to cancel was made.
2. Any required fee must have been paid.
The method of communication of the request would be a Statement of Cancellation and the proposed fee would be $50.

The bill also proposes that an entity could “correct” a filing which contains an inaccurate description, or if the document was incorrectly signed, attested, sealed, verified or acknowledged. The method to correct the document would include filing a Certificate of Correction, which would include the following information:
1. Name of the entity
2. Description of the record to be corrected, including the filing date
3. Identifies the error or defect
4. Restates the section to be corrected in accurate form
5. Must be signed by an officer of the entity or by the incorporator or director if no stock has been issued (in the case of a corporation).
The cost to file a Certificate of Correction is proposed to be $175 and the date of effectiveness is the date of filing of the original document -- unless someone has relied on the incorrect record. For those individuals, the effective date would be the date of the filing of the Certificate of Correction.

SB 55 would change the current requirement that an appointment of a registered agent for service of process be accompanied by a Certificate of Acceptance of Appointment from the registered agent. The new procedure would be that the filer would be required to include a declaration that the registered agent had accepted the appointment. This declaration would be made under penalty of perjury. In addition, if the registered agent had not in fact accepted the appointment, they could within 30 days, file a Statement of Rejection of Appointment at no cost.

In addition, SB 55 would allow the Secretary of State to notify corporations of their Annual List due date via any appropriate method of communication rather than solely by mail as the law currently reads.

A requirement would also be created that any entity would have to maintain a current list of its owners of record at its registered office or principal place of business in the state. If they choose not to maintain the list at that location, they would be required to maintain a statement identifying where the list is kept. This list would be required to be provided to the Secretary of State upon request.

Also, the law would allow entities whose right to transact business in the state of Nevada has been revoked, to dissolve the entity by filing a Certificate of Dissolution and paying the required fee which is proposed as $500.

This is just a very brief overview of a few of the changes proposed by Nevada SB 55. For more a more in-depth understanding of the potential ramifications of this bill, please read the full text of SB 55.

SB 55 was introduced on December 8, 2008 and was referred to the Committee on Judiciary. It was read to the committee on February 2, 2009 and we will need to monitor its progress to determine how and when these changes may affect us.

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LAPA Seminar Recap

Last night I presented a Continuing Legal Education (CLE) seminar to members of the Los Angeles Paralegal Association (LAPA). The seminar topic was Senate Bill 2956. I present a lot of these CLE seminars and have found that I really enjoy being a speaker and educator. The travel that is often involved can get to be a little tiring, but overall the experience is very rewarding.

Last night’s seminar was especially fun because I know a number of the members of LAPA. It was great being able to reconnect with long-time business partners as well as meet new people. All that socializing, plus I was able to help them meet their educational requirements with, hopefully, some very interesting material.

One individual I met was Sue Ann Jaffarian, an author of mystery novels whose protagonist, Odelia Grey, is a paralegal. Another woman I met last night is moving into the legal field after years as a photographer/photography teacher. Also in attendance, was a long time colleague of mine who I discovered is a guide-dog trainer and her current puppy-in-training was with her. Many of the people I met were in different stages of their business life. One woman had recently finished a paralegal program and is now looking for a position; another was recently laid off and, after taking a bit of well-deserved time for herself, will soon begin her job hunt; a third person recently moved from the litigation arena to the corporate field and is working to educate herself in her new specialty. I discovered all of this before I even got up to give my presentation. What a wonderful group of diverse professionals and I only managed to talk with perhaps half of the individuals who attended. I wish then all the best of luck in their careers and hope that the shaky economy treats each of them well.

The crux of my seminar revolves around the current efforts being made at the federal level to pass legislation which will require those who are forming corporations and Limited Liability Corporations (LLC) to provide “beneficial owner” information. The beneficial owner is the individual or individuals who will receive the primary benefit from owning the company. Currently, that information is not required when forming a corporation or LLC. Senate Bill 2956 was proposed to force all states to require that information to be obtained and updated on at least an annual basis.

The bill has now lapsed with the end of the 110th Congress on December 31, 2008 but it is expected that a new bill will be introduced once congress manages to focus on something other than the Economic Stimulus Package. I will pass on information about any new bill that is introduced as I hear about it.

P.S. Sue Ann Jaffarian’s fourth Odelia Grey mystery, Booby Trap, has just been released. Her other Odelia Grey mysteries include; Too Big To Miss, The Curse of the Holy Pail and Thugs and Kisses. I’ve just ordered all four books from Amazon where the reviews are all outstanding!

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How to Avoid Corporate Mail Scams

This is my first experience with blogging so bear with me as I learn what I’m doing.

I want to talk this first time about the corporate mail scam that is becoming so prevalent these days. Because individuals with Corporations and Limited Liability Corporations are busy running their companies, they are often not particularly familiar with the forms and documents that are required to be filed annually to maintain their good standing with the state. This provides an incredible opportunity for unscrupulous people to take advantage of the situation.

Official looking documents are prepared and sent to lists of companies with formal sounding names such as “Corporate Compliance Center,” “Board of Minutes and Resolutions” and “California Corporate Compliance.” The document implies that if you do not complete the form and return it with the fees stated your entity will lose its good standing in the state.

Individuals who are trying their best to ensure they comply with the legal requirements in their state are seduced into completing the form and returning it with the $125 fee. One of two things then happens. Either the scam artist takes the money and disappears or they take the information provided on the form and change the company’s Registered Agent for Service of Process with the state to themselves. The Registered Agent service is something that is billed annually and often the company that was scammed doesn’t realize the change was made until a year later when they receive an invoice for services from the new company. It can be expensive and time consuming in many states to change the Registered Agent back.

This is a very frustrating scheme because the forms look very official and it is so easy for people to be lured in even when they have been warned to be on the look out. It’s hard to track down the offending company because they don’t include phone numbers or if they do the number goes to a machine that doesn’t even allow a message to be left.

The USPS is looking into this scam as well as several Attorney General offices in various states, but that's always a slow process and new variations keep appearing regularly.

Let me know if you or someone you know has run into these scams. We can help you identify if the documents you have received are legitimate and if you’ve already been scammed, we can help you change back to the Registered Agent of your choice.

I’d love to find a way to use blogging to help people avoid these problems. Let’s share ideas.

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