Corporate Compliance and Governance Blog

CSC Media® recently announced the release of the 2008 Edition of Massachusetts Laws Governing Business Entities. This publication includes includes the latest legislative changes and more than 30 new case annotations, as well as:

• The full text of two court opinions that consider the issue of standing in derivative actions


• A new appendix that provides a complete fee listing for the Corporations Division of the Secretary of the Commonwealth


• The commentary of the Task Force Working Group on the Revision of the Massachusetts Business Corporation Law


• Notes indicating the amending act number and year for each statute, as well as a detailed description of the resulting statutory change


• A companion CD-ROM with more than 150 Massachusetts forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types

Continue reading " Massachusetts Business Law Publication Updated for 2008 " »

Every industry has its bible. And just like doctors depend on Gray’s Anatomy, attorneys around the country and the world rely on Delaware Laws Governing Business Entities. Very simply, this two-volume set, updated twice a year, has all the rules, statutes, annotations, opinions, analyses and time-saving features that attorneys need to effectively counsel their Delaware clients.

Andrea Unterberger, Director of CSC® Publishing, which produces the book in collaboration with legal publishing giant LexisNexis, tells us that the publication is available online. You can log on to the publication from any computer and search, download or email contents of the Delaware law.

We havent seen any other Delaware law handbook that match it. The Most Current and Complete Delaware Law Resource, in Print and Online Delaware Laws Governing Business Entities.

Here is an online demo of the Delaware publication

In collaboration with LexisNexis® Matthew Bender®, CSC® Media has announced the release of the 2008 edition of a popular law publication.

The 2008 Edition of Pennsylvania Laws Governing Business Entities includes 50 new case annotations and the most current annotated business entity legislation. It also makes the research process faster and more efficient with:

• A Table of Sections Affected identifying the statutes which have been amended or added since the release of the 2007 Edition
• A Companion CD-ROM with over 100 forms for incorporation/formation, qualification, mergers, dissolution, and name reservation in Pennsylvania
• A list of forms and contact information for the Pennsylvania Corporations Bureau (in the book’s Appendix B)

Continue reading " Pennsylvania Business Law Publication Updated for 2008 " »

One of the questions we're always asked about is "which state should I set up my company?" CSC recently engaged two of Delaware's legal experts, Robert L. Symonds, Jr. and Matthew O'Toole with this exact question. They drafted an article which we thought was very informative and provides clear examples on why Delaware Inc's and LLC's are so popular. Here's an excerpt of the article.

"The state of Delaware provides a unique and favored gateway to the U.S. marketplace. More than 500,000 corporations, limited liability companies, statutory trusts, and partnerships have been formed in Delaware. The number, however, is only part of the story. Delaware is the corporate home state for many of the largest, most successful and best known U.S. companies. Nearly 60% of the Fortune 500 companies are organized under Delaware law. Delaware companies also constitute more than 50% of all U.S. publicly-traded companies".

They cover topics such as:
Delaware Chancery Court
Stockholder flexibility
Ownership flexibility
Management flexibility

To get the full article click here.

Robert L. Symonds, Jr. and Matthew O'Toole are shareholders in the Wilmington, Delaware firm of Stevens and Lee.

CSC now provides you with the ability to quickly form a corporation or LLC online using a quick order entry tool. We've created a thorough - but quick online application to submit all your formation information online. Once submitted, a qualified CSC Service Representative reviews your submission, prepares the required state forms and files them on your behalf. We've made it that easy.

To access the Inc or LLC application, a CSCGlobal user name and password is required. Click on Orders & Results from the top navigation and select either Form a Corporation or Form an LLC from the side navigation.

If you have any questions please contact your CSC Service Representative at 800-927-9800.

Corporation Service Company (CSC) wants to inform our clients and colleagues about the following update from the Internet Corporation for Assigned Names and Numbers (ICANN):

MARINA DEL REY, CA - The Internet Corporation for Assigned Names and Numbers (ICANN) announced in a press release that it is raising awareness of a recently discovered vulnerability in the domain name system (DNS). This includes releasing an FAQ and an online tool for domain operators to test their domains.

Due to the distributed nature of the DNS, no one organization can implement a fix for this vulnerability. It requires the cooperation of all name server operators and DNS software vendors.

However, ICANN sees an important goal in spreading awareness of the need to update Internet infrastructure to cope with the threat.

The organization has been undertaking significant outreach efforts to top-level domain operators to advise them on the issue. It has also prepared an FAQ and online domain testing tool to raise awareness of the problem, and to encourage network operators to rectify or update their servers.

Security researcher Dan Kaminsky recently discovered a design flaw in the fundamental DNS protocol. While it is not possible to fully fix this flaw, there are ways to improve resistance to it. This involves system administrators patching or reconfiguring their DNS servers.

The vulnerability affects what are called "recursive" name servers, typically installed at ISPs and corporate network gateways to assist DNS lookups and cache results for faster lookups, rather than the type of name servers used by domain registries which are "authoritative" name servers.

However, name servers can be configured to perform both "recursive" and "authoritative" functions from the same machine, and by doing so the susceptible recursive function can cause security risks for the authoritative function.

For operators of domain names, this vulnerability can be used to affect the contents of their zone if their authorities also provide recursive name service.

To detect whether a particular zone is vulnerable, ICANN has produced an online tool to help check domains for vulnerability.

Domain operators should look to ensuring that all of the authoritative name servers for their domain are separated from any recursive name servers to avoid being impacted by cache poisoning attacks.

ICANN is responsible for the global coordination of the Internet's system of unique identifiers like domain names (like .org, .museum and country codes like .uk) and the addresses used in a variety of Internet protocols that help computers reach each other over the Internet.

Continue reading " ICANN Highlights Domain Name System Vulnerability " »

According to a recent news article Chicago 2016, along with the United States Olympic Committee has filed a domain name claim with the World Intellectual Property Organization (WIPO). The city wants to claim the internet domain chicago2016.com as part of its bid to host the Olympic Games in eight years, Games Bids reports.

CSC is a registrar of domain names worldwide and provides a full suite of domain lifecycle services for over 700 domain extensions and internationalized domain names (IDNs). Our services include worldwide registration, specialized Sunrise services for new top-level domain (TLD) launches, local presence, renewal management, modifications and transfers. We also offer monitoring and enforcement solutions to ensure that your brand is kept secure on the Internet.

The CSC team also offers full support in helping you develop your domain name strategy and policy, from identifying risks in your portfolio to helping you track the effectiveness of your policy.

To learn more on how we can assist you with your portfolio of domain names please contact one of our Customer Service Representatives at 1-866-403-5272.

Cook County Illinois recently took steps to protect residents of the county from predatory lending practices. It should be no surprise that local and state governments are legislating against lenders to prevent another sub-prime mortgage crisis in the future. Great news for Cook County residents, but what does it mean for lenders and real estate transaction service companies?
Here’s what you need to know:

• Every mortgage recorded in Cook County after July 1, 2008 must have a Certificate of Compliance or Certificate of Exemption attached as a cover sheet. The certificates are issued by the Department of Financial and Professional Regulation, Division of Banking through the database program web site.


• The Act creates a counseling requirement for some mortgage borrowers. The requirement applies to certain mortgage transactions involving owner-occupied residential property of one to four units.


• Licensed mortgage brokers and loan originators must enter information about each mortgage transaction into a database created by the program to determine whether the property, entity or transaction is exempt from the program.


• Exempt properties include residential property of five or more units, non-owner occupied property, commercial property and government property.


• Authorized access to the database is limited to mortgage brokers, loan originators, housing counselors and closing agents.

More information on the Cook County recording requirements is available at the State of Illinois website.

Continue reading " Cook County, Illinois Recording Requirements to Prevent Predatory Lending " »

We've placed a link for you to pull the Guam annual report forms Corporate Annual Report Form and LLC Annual Report Form. Guam will NO LONGER send you a copy by postal mail.

The Territory of Guam Government requires all domestic and foreign Corporations and Limited Liability Companies file an annual report between July 1 and September 1. You need to file this at the Department of Revenue and Taxation Corporations Division along with the $100 (U.S) annual fee. The government does not send preprinted or blank forms to the corporation’s registered agent in Guam. The statute does provide for a late filing penalty of $50.00. The failure to comply within sixty (60) days after the due date may subject the corporation to administrative dissolution or cancellation.

Continue reading " GUAM CHANGES THEIR CORPORATE & LLC REQUIREMENTS " »

During the 32nd ICANN Meeting in Paris on June 21-27, the ICANN Board unanimously approved the 20 Recommendations and 17 Implementation Guidelines outlined by the Generic Names Supporting Organization (GNSO). This approval now authorizes ICANN staff to move forward with development of detailed requirements, procedures and policies for the introduction of new gTLDs to the root.

A little background...ICANN is responsible for the global coordination of the Internet's system of unique identifiers like domain names (.com, .org, .asia, etc.) and the addresses used in a variety of Internet protocols that help computers reach each other over the Internet. ICANN is a bottom-up, consensus policy organization that is made up of various constituencies and supporting organizations.

Continue reading " Introduction of New gTLDs " »

As a long-established Registered Agent in the state of Nevada, Corporation Service Company forwards annual reports from the Secretary of State to our corporate clients. The Nevada Secretary of State recently changed its procedures for forwarding annual reports and will no longer issue paper reports.

Instead, CSC will notify corporate clients of the due date for their companies’ annual reports by mail and/or e-mail. Clients can file their annual reports online, by mail, or through our Annual Report Preparation and Filing Service.

How will the change in Nevada annual report procedures affect you and your clients?

The State of Nevada requires all corporate entities to file annual lists with the Secretary of State on or before the last day of their anniversary month (the month in which the company formed). Filing fees vary depending upon a company’s current total authorized stock.

To retrieve the exact amount owed for a particular organization, access the Secretary of State’s Web site, search by the company name, and select “Calculate List Fees.” You can also use this chart as a guide:

Continue reading " Nevada Corporate Annual Report Requirements Change Effective 2008 " »

One can survive anything nowadays, except death.

Life settlements may provide a more market-proof investment. While medical advances continue to improve life expectancy, immortality, as Wilde mordantly observed, remains out of reach. Death is still a sure bet, and those odds are catching the attention of an increasing number of investors looking to life insurance policies for long-term investments.

Continue reading " Life settlements may provide a more market-proof investment " »