Product Keys and Serial Numbers



Topic: Business and UCC Online Filings

Question by: Bert Black

Jurisdiction: Minnesota

Date: June 1, 2016

|Jurisdiction |Question(s) |

| |We here at the State of Minnesota are interested in knowing the answers to three questions: |

| |1) Are you accepting “online” filings? (and which ones) |

| |2) If you do, do you need to have staff review the filings before the transaction completes |

| |3) If the answer to 2) is no, does the transaction complete in real time or do you have a fixed filing time each day for all online transactions? |

|Manitoba | |

|Corporations Canada | |

|Alabama | |

|Alaska |1. We accept UCC 1’s and UCC 3’s online |

| |2. Our staff reviews each filing prior to acceptance. |

| |3. NA – but as an aside, we file only during our office hours of 8:00 until 3:30. |

|Arizona |LLC formation; entity name reservations; corporation annual reports (my agency doesn’t do UCC filings). |

| |The money transaction is completed online for all. Name reservations are complete online and do not require any manual review. LLC formation and corp annual reports do |

| |undergo a manual examination, however, the electronically-filed ones are much faster to examine because the data is already entered. |

| |The approval or rejection happens in real time. |

|Arkansas | |

|California |In the California UCC operation, UCC1’s and UCC3’s are accepted electronically via web and XML, and all are processed without staff intervention. In the California |

| |Business Entity operation, the required corporate Statement of Information (aka Annual Report) can be submitted online. The submitted documents are electronically based |

| |through our mainframe repository and if any errors are generated (exception processing), staff manually handle the statement. 98%-99% of the time, the submitted |

| |statements are processed without staff intervention. We are excited to share that we are initiating an enhancement to our system to provide the ability to electronically|

| |submit Statements of Information for Limited Liability Companies as well. |

| |See #1 |

| |For UCC filings, the transactions are real time, though there is a short delay for the output to be generated. For Statements of Information, there is an overnight delay |

| |as all submissions entered online during the day, (which have passed initial business edits), are uploaded via a scheduled batch job into our mainframe repository for |

| |final edits. |

|Colorado | |

|Connecticut | |

|Delaware | |

|District of Columbia | |

|Florida |Yes, we do. We process the following online: new domestic profits, new domestic not-for-profits, new domestic limited liability companies, new domestic limited |

| |partnerships, voluntary dissolutions for domestic corporations and limited liability companies and withdrawals for foreign corporations and limited liability companies, |

| |fictitious name registrations and fictitious name renewals. |

| |Yes, we have staff review all the filings with exceptions being voluntary dissolutions, withdrawals, fictitious name registrations and fictitious name renewals. |

| |Filings with staff review usually post within 30 min. to 1 hour. The others usually batch post on the evening they were requested. |

|Georgia |Yes, All domestic and Foreign new formations, Name changes, Reinstatements, Intents, Dissolutions, Terminations, Cancellations and Withdrawals. |

| |We do not review Intents, Termination, Cancellations and Withdrawals. |

| |Real Time transactions |

|Hawaii |Yes, we accept online filings and presently we have 29 forms. |

| |The forms are business start ups, name change documents, trade name, trademark, |

| |service mark, business name reservation applications and agent change forms. (see attached list) |

| | |

| |We do need staff to review the online forms. |

|Idaho | |

|Illinois |Illinois Responses (UCC) Below: |

| |UCC 1 & UCC 3 |

| |No Administrative Review |

| |Real Time – 365 days a year/24 hours a day/7 days a week. |

|Indiana | |

|Iowa | |

|Kansas |See additional comments below. |

|Kentucky |Yes. UCC1 and UCC3 |

| |There is no manual review of information filed electronically. |

| |Electronic filings complete in real time. |

|Louisiana |Louisiana does accept UCC-1 filings online. They are not reviewed, however they are pulled into the queue of one of our 64 parishes (whichever parish is designated by the|

| |filer) and “stamped” by the Clerk of Court, thereby giving it a specific date and time. |

| | |

| |Louisiana’s response when it relates to business filings: |

| |Yes, All domestic and Foreign new formations, Name changes, Reinstatements, Notice of change of address/agent/officer, Dissolutions, Terminations, and Withdrawals. |

| |Human intervention when a name availably check is required and when a withdrawal proceeding is filed. |

| |Real Time |

|Maine |UCC – all filings except for Judgment liens and FSA. Business - only annual reports and agent address changes can be filed online. |

| |No staff review |

| |UCC – real time. Business – not real time. |

|Maryland |UCC: |

| |Maryland accepts all UCC filings online. We also accept all entity creation documents. We're currently working on accepting resolutions and plan to accept other documents|

| |in the future. We also accept business personal property returns via online filing. |

| |Our UCC staff currently manually reviews all UCC filings for PII. We're working on an automated redaction solution. Our legal staff reviews and approves/rejects all |

| |charter documents. |

| |Once our UCC redaction solution is automated, the transactions will complete in real time. |

|Massachusetts | |

|Michigan |Michigan accepts online filings of UCC-1, UCC-3, and UCC-5 forms. Our current system does have several restrictions on the options within these transaction types that |

| |can be filed. The new system we are going to implement later this year will have less restrictions, but will not allow transmitting utility filings to be completed |

| |online. |

| |We do not require staff review of online filings. |

| |The filing is completed after a short processing time and would show the date and time the customer clicked the complete button to submit the filing. |

|Minnesota | |

|Mississippi | |

|Missouri | |

|Montana | |

|Nebraska | |

|Nevada |From Nevada – relating to Commercial Recordings, see below. |

| |Formation documents for domestic corporations and LLCs; most annual lists of officers/director/managers. |

| |Annual lists of officers/directors/managers are completed at the time the customer completes there session and commits the filing. Formation documents are committed at |

| |time customer files; but there is a staff review for statutory requirements and attachments. If there is a deficiency, the entity is put on hold and the customer allowed|

| |to correct the deficiency. |

| |Filing is completed in real-time and immediately available on search. |

| |UCC: |

| |All UCC forms can be filed online. |

| |No staff review is done. |

| |Filing date and time is in real time. |

|New Hampshire |We accept UCC filings electronically online. |

| |No not for the UCC filings or searches. |

| |The UCC transactions complete in real time. |

|New Jersey | |

|New Mexico | |

|New York | |

|North Carolina | North Carolina's UCC Division replies as follows: |

| | |

| |1) UCC-1 & UCC-3 |

| |2) No |

| |3) In real time |

| | |

| |North Carolina accepts true online filings for annual reports only. The transaction completes in real time. |

| |All other filings can be submitted online, but they go directly into the examination queue. The only time savings is that they don't go through the inhouse receipting |

| |processes, which saves about one day. |

| |The only documents not able to be submitted online are: |

| |reinstatement from administrative dissolution revocation of voluntary dissolution merger documents |

|North Dakota | |

|Ohio |Yes – all domestic new business, and a few other commonly used forms like statutory agent update, trade name/fictitious name renewal, biennial reports and Certificate of |

| |Continued Existence. |

| |Staff do a manual review of new business filings to verify name availability after the system does an initial check for the customer. |

| |The filings that do not require manual review are completed in real time. |

| |Chiming in with the UCC answers for Ohio (to supplement Allison’s BOS answers): |

| |For UCC – we accept the UCC1 and UCC3. UCC11 Search Requests must be filed on paper, as do UCC5 Information Statements. |

| |There is no staff review of electronic UCC filings. |

| |All electronic UCC filings are date-stamped in real time, per our Administrative Rule. |

|Oklahoma | |

|Oregon | |

|Pennsylvania |Yes, PA has accepted online filings since October 2014. Based on frequency of use, we started with formation/creation filings for all entity types and added dissolutions |

| |and amendments. Of the Bureau’s 68 forms, about 45 are online. |

| |Yes, staff reviews nearly all filings in the order in which they are submitted. But the online process saves time – staff no longer needs to data-enter and is essentially|

| |checking to see that name is available (system does this partially but all names get final human check) and all parts and attachments are there. |

|Rhode Island |YES. On the business side we currently have 32 unique forms available online that can be accessed by different entity types both domestic & foreign. They include: all |

| |domestic business registrations; annuals; change of agent/registered office; fictitious business name statements; some dissolutions etc. On the UCC side all filing forms|

| |are available for electronic filing. |

| |YES. All forms on the business side. UCC11’s do not require staff approval. |

| |Our answer wasn’t no but I thought I’d add, our transactions take place in real time with the exception of annual reports. All annual reports post with the 4PM file |

| |time. |

|South Carolina | |

|South Dakota | |

|Tennessee | |

|Texas | |

|Utah |Utah is like Ohio, but we also do UCC filings online and trademark filings online. |

|Vermont | |

|Virginia |Yes, there are two categories: (1) Formation articles for Virginia stock corporations and LLCs, which are processed without human intervention in real-time. Algorithms |

| |are run to determine whether the business entity’s name is distinguishability and allowable, the latter to filter out names with a word that requires human review (e.g., |

| |“bank”). (2) PDF submissions of formation articles and amendments for Virginia stock and nonstock corporations and LLCs, and cancellation articles for Virginia and |

| |foreign LLCs. |

| |No for (1); Yes for (2). |

| |Yes, PDF submissions are just another method of delivery, like U.S. Mail and hand-delivery. They go in the hopper and are processed in the order in which they are |

| |received. We do not back-date these submissions. After review, they are processed (i.e., filed). These submissions, however, can be expedited for an additional fee. |

|Washington |Yes, currently we have an online submission for the most common business filings. They are then manually reviewed before filing. Our replacement system (later this year) |

| |will only require a manual name check at first, with hope to automate into a real-time filing after the release phases are complete (2017). |

| |Yes, current system |

| | |

| |Answers from the Washington State UCC Office: |

| |1. Yes. UCC 1 & UCC 3 |

| |2. No |

| |3. Real Time |

|West Virginia | |

|Wisconsin | |

|Wyoming | |

Additional comments:

TEXAS:

Business Entity Filings:

1.) Yes. Texas accepts online filings for the formation of Texas corporations, LLCs, and LPs and the registration of foreign corporations, LLCs, LPs, and LLPs, as well as the registration of Texas LLPs. Other online filings accepted include: name reservations, assumed name certificates, changes of registered agent/office, nonprofit and LP periodic reports, name change certificates of amendment, certificates of termination for domestic entities, certificates of withdrawal of registered foreign entities, applications for reinstatement following a tax forfeiture. Trademark filings cannot be submitted online. System cannot accept documents that require the simultaneous submission and acceptance of another filing instrument as a condition for acceptance of the first filing instrument (e.g., reinstatements that require a certificate of amendment to change the entity name). Our forms page identifies those filings that can be performed online (form number is highlighted in red).

2.) . Nearly all online filings, with exceptions noted below, are routed to a workflow queue to be reviewed by staff for compliance with statutory requirements (name availability, RA/RO, purpose, appropriate tax certificate, etc.). Assumed name certificates, and nonprofit corporation certificates of termination and certificates of withdrawal, which do not require a tax clearance certificate, are routed to a non-review workflow queue and are automatically processed by the system. Currently, approximately 70% of all domestic formation filings are submitted online.

3.) Transactions complete in real time, but time-stamp is not included in electronic file stamp—only date of filing.

UCC:

1. Yes. Texas accepts online filings for UCC-1s (financing statements, manufactured-home transactions, public-finance transactions—no transmitting utility filings), UCC-3s, and UCC-11s.

2. Staff does not review filing before transaction completes.

3. Transactions complete in real time; time included in electronic file stamp.

CORPORATIONS CANADA’S:

1. Yes. Here is the link to our website for services that can be filed online: Online Filing Centre

2. Staff must review the filings when the requests need some analysis and/or when clients haven’t selected pre-approved options for examples, articles of incorporations and articles of amendment. However, most requests are accepted automatically (without staff review) such as annual returns, change of registered office address and change regarding directors.

3. Online filings that are accepted automatically are completed in real time.

KANSAS:

1) Are you accepting “online” filings? (and which ones)

a. All UCC

b. The following Business Entity filings

• Business Entity Formation (AOI)

• Business Entity Search Station (BESS)

• Business Tax Registration

• Certificate of Good Standing

• Dissolution, Cancellation, or Withdrawal of a Business Entity Amendment

• Electronic Annual Report Filing

• Name Availability

• Name Change Amendment

• Name Reservation

• Registered Agent/Registered Office Amendment (RORA)

2) If you do, do you need to have staff review the filings before the transaction completes

All filings are 24/7 straight through processing

3) If the answer to 2) is no, does the transaction complete in real time or do you have a fixed filing time each day for all online transactions?

We are hoping that you will take just a couple of minutes in the next two days to respond to this question.

Full text of email:

We here at the State of Minnesota are interested in knowing the answers to three questions:

1) Are you accepting “online” filings? (and which ones)

2) If you do, do you need to have staff review the filings before the transaction completes

3) If the answer to 2) is no, does the transaction complete in real time or do you have a fixed filing time each day for all online transactions?

We are hoping that you will take just a couple of minutes in the next two days to respond to this question.

Thank you!

Bert Black

Legal Advisor

Office of Minnesota Secretary of State, Steve Simon

180 State Office Building, 100 Rev. Dr. Martin Luther King Jr. Blvd.

St. Paul, MN 55155

Ph: 651-201-1326

Website:

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