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By Sandra B. Feldman, Publications Attorney for CT Corporation.
►REALITY: When filing corporate documents in foreign countries you will have to prove their authenticity. This is done by filing either an apostille or a certificate of authenticity - depending upon the country.
►REALITY: Probably not. The failure to file annual reports generally results in a company falling out of good standing and the Secretary of State refusing to provide a certificate of good standing.
►REALITY: You could convert your LLC into a corporation without dissolving the LLC and forming a new corporation by entering into a statutory conversion.
►REALITY: In all likelihood the second company gets to keep the name and your company will have to change its name in order to be reinstated.
►REALITY: Filing articles of dissolution does not end the corporation’s existence. It still exists but only for the purposes of winding up its business and liquidating and distributing its assets. The corporation’s existence ends when the winding process is completed.
►REALITY: Not necessarily. If the LLC was not doing business in the state it would not be required to register and could maintain the suit. And if it was doing business the court may stay the lawsuit and give it a chance to register.
►REALITY: The Secretary of State only checks its own records to see if any other entity is on file with the desired name. It does not check for state, federal or common law trademark conflicts. If you want to know if your chosen name infringes on someone’s trademark rights you should conduct a trademark search.
►REALITY: Even when states adopt a uniform law they can, and do, vary the provisions to meet the state’s unique needs and interests. Consequently, even though every state has adopted the uniform code the UCC laws still differ from state to state.
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