Norman M. Powell Speaking at National Public Records Research Association's Annual Meeting
Partner Norman M. Powell has been invited to make two presentations at the National Public Records Research Association’s annual meeting this year. NPRRA is a trade association of businesses engaged in industry for which public records serve as the backbone. Its membership includes document filers, researchers, retrievers, corporate service providers, entity formation agents and registered agents. This year’s meeting will be from September 17-19 in Santa Fe, NM.
Mr. Powell’s presentations, scheduled for Saturday morning, are as follows:
Series LLCs: A Good Idea at the Time, But Now, Not So Much
A “series” is like, but not quite, a subsidiary. About a dozen states currently offer Series of LLCs. Most can have their own assets and liabilities. Generally, Series can conduct their affairs in their own names. Where the requisite steps are taken, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are enforceable against the assets of such Series only, and not against the assets of the LLC generally or any other Series. But it’s unclear whether a given state will honor another state’s Series or their internal liability shields. Moreover, significant issues arise when a Series purports to become a debtor for Uniform Commercial Code Article 9 purposes, and the Bankruptcy Code’s applicability to Series is simply unknown. This presentation provides an introduction to Series, and highlights uncertainties under current law.
UCC Article 9 – Highlights of the 2010 Amendments and Ongoing Issues
The current version of UCC Article 9 generally took effect on July 1, 2001. In most states, it was amended as of July 1, 2013. The 2010 Amendments include provisions that clarify, rather than change, what was intended by Current Article 9, as well as substantive changes include two alternative approaches to the vagaries of determining individual debtors’ names. Alternative A, the “only if” approach, requires that such names be rendered as they appear on a driver’s license or other specified document. Alternative B, the “safe harbor” approach, merely creates a safe harbor for financing statements naming debtors thus. The classification of certain entities as “registered organizations” is clarified, as is the record to be consulted to determine a registered organization’s name. The much-misunderstood “correction statement,” which has no legal effect and can be filed only by a debtor, was renamed an “information statement,” and continues to have no legal effect. This presentation reviews these important amendments from a practical perspective. In concludes with a consideration of the growing problem of unauthorized “rogue” filings, sometimes made to harass public officials, and the various responses to the problem.