Briefly Speaking: Top Document Retrieval Challenges

Caitlin: Hello, everyone, and welcome to today's webinar, "Briefly Speaking: Top Document Retrieval Challenges." My name is Caitlin Alaburda, and I will be your moderator.

Joining us today are Helena Ledic, Ruth Wilde, and Erica Tarrant-Wilson. Helena is an associate general counsel for CSC in the Chicago office. She is a business attorney with experience in negotiating commercial contracts, corporate governance, compliance, security, and privacy. Ruth is a workflow coordinator at CSC. Some of her responsibilities include training, coordinating schedules, processing work, and assisting both internal and external customers with inquiries. Erica is a customer service leader responsible for various business areas, including document retrieval and federal employer identification number registration as well as some corporate and Uniform Commercial Code filings. Erica has been with CSC for 30 years, previously working in human resources, motor vehicle services, UCC services, statutory representation, and most recently corporate transactions.

And with that, let's welcome Helena, Ruth, and Erica.

Helena: Thank you, Caitlin. This is Helena speaking. Our agenda today for what we're going to be covering with our document retrieval challenges webinar is we'll talk a little bit about CSC. And then we're going to go into a number of the most common challenges that we see, and Erica and Ruth will be commenting on those. And then we'll go into a Q&A portion at the end of the presentation.

But before we get started, let's learn a little bit more about CSC. We like to say that we're the business behind business. We're a business, legal, and financial services company that provides knowledge-based solutions to our clients worldwide. We provide solutions for every phase of the business life cycle, helping to form entities, maintain compliance, execute secure transactional work, and support real estate, M&A, and other corporate transactions. We also work with your digital brand and also help you with your tax and risk management needs. We represent more than 10,000 different law firms, 180,000 corporate customers, and 3,000 financial market customers and work with more than 90% of the Fortune 500.

And with that, let's now jump into our top challenges with obtaining these certificates, and Erica is going to get us started off.

Erica: One of the challenges that we run into is the fact that state websites frequently update their website either to streamline their process or maybe reduce staffing, and a lot of times they have blackout dates. So most recently with California, we actually had initially four days that we could not obtain good standings or certified copies, and they actually extended that because it took them a little bit longer to get their website back up and running. As well as it creates functionality issues because it is a new website. And an example of that is about six months ago New York updated their website, and we had struggles for probably close to three months on getting certified copies and good standings from that website in a timely fashion.

Ruth: And then for Delaware, while we don't have website changes like other states do, one issue that we do run into that's kind of similar is when the state is closed. So, for example, if you are trying to pull a good standing but your company name is misspelled, we can't get it corrected until the state returns. So it would hold up your certificate request.

Erica: Another struggle we may run into is a customer may need a document or a certificate for a closing date and they want that actually dated on a specific date. So the challenge with that is some states you cannot get a certificate or the copies immediately. And sometimes, for certified copies, you may have to go over the counter. So, for example, Oregon right now is running about 10 to 14 days to get us good standings and certified copies. So we really need that lead time to try to prepare and make sure that we have that certificate or copies ready for that date. And when you have a 10 to 14 day window, it's also a struggle to get them dated a specific date. So a lot of times we will have to try to get as close to that date as possible, but planning to make sure that we get them by that date as well.

Ruth: And for Delaware, there's usually no issues with obtaining documents by a requested date. However, if there are filings that are already in progress on that company or if a filing has a future effective date and that date has not passed yet, we're unable to retrieve the documents. So that's just something that's helpful to know if you do know that your company has a filing already in progress or if it has a future effective date just so you're aware that it will hold up what you're trying to retrieve.

Erica: Sometimes a customer may need a long form certificate versus a short form that outlines the documents on file for that particular entity. And a lot of times the short forms may be available immediately or pretty quick thereafter. Maybe we can get them within a couple hours. But long forms are generally not available online and do require an over-the-counter request, which can take a lot longer and can also incur expedite fees that a short form would not have generally speaking. In addition to the fact that some states actually only will provide a long form for a domestic entity versus a foreign entity, like the state of Virginia.

There are at times some specific challenges to obtaining copy requests. Some states have inconsistent labeling habits. So if you want say a restated forward, it can be a challenge in some states to obtain that in particular because they may label their restated articles actually amendments. So you can't really tell which one is restated at what point.

Many states archive older documents as well. So, for example, some states that I see this quite frequently is Nevada and Georgia. Nevada can take . . . for some documents they can literally take months to find the archived document and get those microfilmed and made available to the end user.

Some states are not able to provide original formation documents if amendments have been filed. And along with the issue with the older documents also the integrity of those documents can be very poor at times and almost illegible or look kind of like an inverted image even.

Some additional challenges with copy requests can occur when you want a specific document. So maybe you're wanting a specific name change amendment or a specific merger. It helps us to have the specific date, because if you look at that entity record, a lot of times they will have multiple amendments. It could have multiple mergers. So it does help us to have the date. Or also if it's a merger, like who survived the merger can also assist us depending on the information that's available that you can view on the state website.

Copying costs continue to be expensive as well. So if there's a large number of filings, certain states they do have high copy cost fees. A couple of good examples of that is Connecticut and Maryland. And it doesn't take many documents to incur quite a bit of fees. So most websites you can kind of tell what those fees would be, and we can kind of give you a heads-up on that. But sometimes it's very difficult or challenging to be able to assess what those fees will be.

Ruth: And just to piggyback off of what Erica said, the same thing in Delaware. The reason that we cannot obtain documents as quick as we would like to is just because of the cost, because the entity could have a lot of filings in their history, plus the expedite just increases that cost. So if you know ahead of time that you're fine with the cost up to a certain dollar amount, if you could just relay that information to your customer service professional, that way we know we can go ahead and pull it right away without having to delay it any further.

And to some of Erica's earlier points, in Delaware, we do see quality issues with older documents, and unfortunately there isn't anything that can be done about that. And Delaware does also archive older documents. So while it may not take months for them to fix that, it can take a couple of days for them to build a history, especially if they run into any like technical issues when doing so.

Erica: Assumed name document requests can also have specific challenges. State websites are very inconsistent on how they display the information. So some states will actually list all of the assumed names under the original entity name, and some states you can actually look it up by the assumed name. Again, if you have specific requests, it helps to know that information upfront. So if you're just wanting a specific assumed name to one entity, we can generally do that. Or if you want every assumed name under a particular entity, we can do that as well or to advise you of any challenges that that particular jurisdiction might entail.

Another type of document that can create some challenges are tax status certificates. Some states can be pretty straightforward, like New York. But other states can require things like a power of attorney, or they can require a specific power of attorney form from that particular state. And sometimes they also require that it be a wet signature and have the original power of attorney document supplied to that jurisdiction.

Also some states will issue the certificate to the entity once we've requested it, but not to us directly. So we don't know with 100% certainty that you have the certificate in hand. So you would have to let us know if you don't receive it, as it will be coming directly from the jurisdiction, and we can advise you at the time for that particular state.

One other challenge is they can take a very long time. They can take up to months to obtain. Again, like New York is a good example of something that can take maybe a couple days. But then there are other jurisdictions, like maybe South Carolina, that can take weeks to months to obtain.

Another challenge we can have is relating to certain types of entities. So insurance companies can be challenging because some states actually you can file or obtain a certificate of compliance in that state, but you can also obtain a good standing as well. It just really varies from state to state as far as what type of document you can obtain or if they might have a couple different types of document, one that maybe is more of an existence and one that's maybe more of a good standing, and one might come from the department of insurance and one might come from the secretary of state.

Financial institutions can be a little bit challenging as well because they can be filed in different offices. So we can get good standing certified copies from the Office of the Comptroller of Currency, from places like the Federal Reserve and also the FDIC. Something of note, again with these specialized types of documents, they can incur a little bit above normal I would say for a certificate or copies, but they can also take a while as well.

Sometimes certificates are needed very quickly, and sometimes there can be challenges with that. So some states you can obtain the documents online, and it can be a very quick process. But those turnaround times can also vary.

So Texas is a great example because I see this all the time. Sometimes they can take two to four hours to supply a certificate because you can request it online, but you don't actually get the certificate at the time of the request. It comes a little bit later. But also when they get backed up because they still have to do something on the backend. So sometimes if they are very busy or if they're understaffed, that 2 to 4 hours can actually turn into 24 to 48. So it can be one instance where one day maybe you can get them in 2 to 4 hours, but then by the next day they're either understaffed or they're overwhelmed with volume and all of a sudden it's 24 to 48, and you're like it's kind of hard to understand sometimes when you just got something in a two to four-hour turnaround time and then the next day it takes the state two to three days to supply.

Not all states have expedite. So some states you submit the request, it could be over the counter, and there's no expedite. And we're kind of at the mercy of the state. So like, again, I'll go back to Oregon because it's kind of a pain point for a lot of folks because they are so far behind and they can take anywhere from a week to two weeks to obtain. Sometimes we can ask for a favor to get one quicker, but they're not always going to be able to honor that depending on their staffing.

Not all entity types are available online. So some states may be able to obtain the short forms online but not the long forms. Or Arizona is a good example, LPs you cannot obtain online, but you can obtain everything else online, all the other entity types. And sometimes it can vary too with trusts. So the state of Florida is a good example. For a trust, you cannot obtain those online. You actually have to do those over the counter. So you may have a bunch of entity names that you're obtaining Florida good standings on and you've gotten 8 out of the 10, and you're kind of wondering why am I not getting these other two at the same time frame. It's because if they're trusts, they can't be obtained online. They have to be over the counter, and their over-the-counter service is two to three days.

Ruth: Delaware, we're recently experiencing slower turnaround times, and while that doesn't directly impact document retrieval, how it does impact is that if you have a filing that's currently in progress, it hinders our ability to retrieve the documents. So if you're aware of a filing that is in progress, you can either have it upgraded so that the evidence is returned quicker and then we can pull the certificates. Or we can delete the filing that's in progress, just so the certificates can be pulled, but just keeping in mind that then the file date of your filing will be lost, and you have to start over.

And I touched base on this previously, but to reiterate, if there's a filing that is completed but it's blocking a document from being retrieved, that means that filing had a future effective date and nothing can be obtained until that date or time has passed. So if you submit something that has a future effective date of say December 1st, you're not going to be able to get any documents until December 1st has passed.

Erica: One item too that we see is with online turnaround time. That can vary from day to day and state to state. So even though we can order it online, I kind of touched on this earlier, but some states when you order online, they'll deliver the certificate right away. So after you make a payment, they deliver it. Some states, however, you make the request and it's not an immediate production of the certificate. You have to actually wait for them to email it to you. And again, some states that can be a couple of hours. And, for example, the state of Massachusetts right now it's taking more like five days because they are understaffed and dealing with volumes. So that touches on the staffing issues and the volumes. Weather can also impact.

Just because it's online doesn't necessarily mean that there's not somebody behind the scenes that actually has to do something to that order. So like states like Michigan and Texas, they have to do, have some kind of touchpoint behind the scenes in their systems to deliver those documents even though they're ordered online. So again, you can have one in Texas that may take two to four hours one day, but maybe another day it takes one to two days. So the turnaround time can just be very different depending again on staffing volumes.

Just a plethora of issues too. I mean, the online web portal isn't functioning. So we may have to reach out to the state and tell them that it's not functioning as well and wait for them to rectify that.

And I kind of touched on this too, but some states they won't actually fulfill your online request if the state is closed. So if they were closed, New York used to be this way, but they're not any longer, but if they were closed, their website was down. And again, the states have kind of a touchpoint on some online systems behind the scenes that they have to do something. So if they're closed, they can't do that and we can't get that online request.

Ruth: Another challenge that we see is that a company may not be in good standing. So companies may not even realize that their entities have fallen out of good standing until they're trying to seek a good standing certificate.

So for Delaware specifically, you just want to make sure you're keeping on top of your tax deadlines. It's the same every year. It doesn't change. So for corporations, they always owe reports and taxes by March 1st of every year. And if the entity becomes a quarterly company, their taxes are due by each quarter. So that's June 1st, September 1st, December 1st, and then again by March 1st for that final annual report. LLCs and LPs owe their taxes every year by June 1st. LLPs and LLLPs owe annual reports every year also by June 1st. And any foreign corporations that are registered in Delaware, they owe their reports by June 30th.

Specifically, I would want to recommend with your corporations after you've submitted an annual report, check back within a week or so just to make sure the entity has remained in good standing, because sometimes Delaware will review it and they don't accept the report and then the entity falls out of good standing. And so a lot of people say like, well, I just submit, you know, I filed my report. I should be okay. But they don't realize that Delaware has actually reviewed it and didn't accept it. So that's just something to keep in mind for when you're trying to get good standings pulled.

Erica, do you see any issues like this for other states?

Erica: Yeah, I would express the same issues with other states where you really need to be on top of making sure that you're doing the things like filing your annual reports to make sure you remain in good standing, because if you're not in good standing, there are certain challenges with some states, like Tennessee, where once you do file the appropriate items to get yourself back in good standing, it does take a long time to actually reflect that in the system and be able to obtain a good standing. So a lot of times we can get it a little bit quicker if you provide that tax clearance letter that you obtain when you have rectified the situation.

Ruth: So another challenge that we run into is when people are requesting apostilles, the shipping information is incomplete. We have to send these out either by regular mail or FedEx within the United States or outside of the U.S. So one of the common issues we see is that the phone number is forgotten or multiple addresses are provided. So it's just a quick, easy fix. All that you need to do is make sure you're providing the person's full name for who it's being sent to, the phone number, and a complete street address.

So lastly, one of the challenges that we run into is that the language that you use can vary between states. So when you're requesting documents, what you're saying in one state is going to be different for another state. So, for example, articles of incorporation in Delaware means you're asking for all documents on file, whereas in other states that's asking for the original formation document. And in Delaware, if you're asking for the original filing, we'll confirm if you want any of the restateds or name changes on files. If you know this information ahead of time, just convey it to your customer service professional to prevent further slowdown in retrieval.

Erica: Yes, and other states can have kind of the same challenges as Ruth was stating for Delaware. The state of Illinois, for example, if you ask for certified copies of all docs, that means to them they are going to provide restated documents forward. So if you do want the original formation or any documents before that, you're going to have to specifically request those, and they will charge you a per document fee, which is the same fee they would charge you for the restated forward for each individual document.

Helena: Thank you to Ruth and Erica for walking us through the top document retrieval challenges. We've mentioned a couple of times during our presentation about CSCNavigator. CSCNavigator is used by corporate legal departments, compliance professionals, and business owners to securely manage their entities, annual reports, corporate filings, service of process, litigation, deals, business licenses, and contracts. There is a compliance calendar included in there. You can automatically upload corporate filing evidence, and it can also serve as a corporate tracker. So if you're a CSC customer, we encourage you to check out CSCNavigator.