# Cogency Global > Find out more about our collaborative culture and see why Cogency Global a great legal partner for you in our blog. --- ## Services - [Company Secretary](https://www.cogencyglobal.co.uk/services/company-secretary/): Our company secretary services are offered in conjunction with our registered office services. Our team of company secretaries will guide you every step. - [Nonprofits](https://www.cogencyglobal.co.uk/services/nonprofits/): For decades, Cogency Global has assisted US nonprofits in forming, registering and expanding tax exemptions. Trust our experience and useful tools for filing. - [Director’s Identity Verification (IDV)](https://www.cogencyglobal.co.uk/services/directors-identity-verification-idv/): As an approved Authorised Corporate Service Provider (ACSP), Cogency Global helps to confirm the identities of individuals who are directors or Persons with Significant Control (PSCs) of UK companies with the Companies House. - [Corporate Seal and Minute Book](https://www.cogencyglobal.co.uk/services/corporate-seal-and-minute-book/): Cogency Global's Nonprofit team helps you stay compliant with the legal, financial, tax and regulatory requirements associated with commercial co-ventures (CCVs). - [UK Corporate Services](https://www.cogencyglobal.co.uk/services/uk-corporate-services/): With offices in central London and a team of local specialists, we are uniquely positioned to assist clients in the UK with our specialised knowledge. - [US Corporate Services](https://www.cogencyglobal.co.uk/services/us-corporate-services/): We have localised knowledge of each state with an international understanding of how it impacts clients operating from the UK and other countries. - [Global Services](https://www.cogencyglobal.co.uk/services/global-services/): Cogency Global offers multilingual services, adapted to the global economy. With its help, you can take the hassle out of staying compliant. - [Corporate Document Retrieval](https://www.cogencyglobal.co.uk/services/corporate-document-retrieval/): During mergers or deals, securing crucial documents promptly is essential to prevent delays in your financial transactions. - [Due Diligence Services](https://www.cogencyglobal.co.uk/services/due-diligence-services/): We navigate the difficult due diligence requirements in over 4,000 jurisdictions in the US, each with varied pricing, services, policies and outcomes. - [US Company Formation](https://www.cogencyglobal.co.uk/services/us-company-formation/): Our team simplifies establishing a new business in the US. With extensive knowledge in US company formation, we guarantee a smooth process. - [Process Agent Services](https://www.cogencyglobal.co.uk/services/process-agent-services/): Our Process Agent Services will allow you to close your cross-border deals on time. Read our "What is a Process Agent?" paper. - [Compliance Services](https://www.cogencyglobal.co.uk/services/compliance-services/): Struggling with managing US corporate compliance? Get help adhering to US compliance requirements with the specialists from Cogency Global. - [Entity Central®](https://www.cogencyglobal.co.uk/services/entity-central/): Our online entity management solution allows simple document screening, due date monitoring, and customisable permissions for critical documents. - [Legalisation](https://www.cogencyglobal.co.uk/services/legalisation/): Cogency Global offers comprehensive document legalisation services, including apostille from the US Department of State and Embassy authentication. Contact us for assistance with hassle-free document legalisation today. - [Global Subsidiary Management](https://www.cogencyglobal.co.uk/services/global-subsidiary-management/): We provide fast responses for every local jurisdiction language and corporate expertise, coordination of multiple jurisdictions at cost-effective rates. - [International Legalisation](https://www.cogencyglobal.co.uk/services/international-legalisation/): Navigating foreign filing is intricate due to varying requirements, fees and political nuances worldwide. - [Legal Entity Identifier (LEI)](https://www.cogencyglobal.co.uk/services/legal-entity-identifier-lei/): If a Legal Entity Identifier is needed, Cogency Global can register you for a unique 20-digit global LEI to identify transaction entities. - [International Due Diligence](https://www.cogencyglobal.co.uk/services/international-due-diligence/): Our global team is well-versed in different countries’ rules and specialises in providing due diligence services for deals and transactions of any size. - [UK Process Agent](https://www.cogencyglobal.co.uk/services/uk-process-agent/): Appoint a UK Process Agent for Commercial Transactions. Our SEC-registered team is trained in all sectors, including financing and ISDA/derivatives. - [Hong Kong Process Agent](https://www.cogencyglobal.co.uk/services/hong-kong-process-agent/): Our Hong Kong process agents are well-versed in local judicial precedents and will act as a professional third party if your lender requires it. - [Singapore Process Agent](https://www.cogencyglobal.co.uk/services/singapore-process-agent/): When your lender requires that you name a process agent in Singapore, you will need a reliable third party to act as the process agent. - [New York Process Agent](https://www.cogencyglobal.co.uk/services/new-york-process-agent/): Appoint a New York Process Agent for Commercial Transactions. Our SEC-registered team is trained in all sectors, including financing and ISDA/derivatives. - [US FAA Agent for Service](https://www.cogencyglobal.co.uk/services/us-faa-agent-for-service/): Non-US pilots, aircraft owners, and aviation businesses without a US address must appoint a US Agent for Service—trust Cogency Global for FAA compliance. - [UK Company Formation](https://www.cogencyglobal.co.uk/services/uk-company-formation/): Once you have identified the legal entity type, our bespoke team based in the heart of London will help you navigate the requirements to form that company. - [Due Diligence Searches](https://www.cogencyglobal.co.uk/services/due-diligence-searches/): Third parties in a transaction involving a UK company (such as mergers, acquisitions & restructures) often require independent verification of information. - [UK Legalisation](https://www.cogencyglobal.co.uk/services/uk-legalisation/): Our team has the in-depth knowledge and understanding of the steps involved in correctly authenticating your documents for foreign use. - [Beneficial Ownership Registration for Overseas Entities Holding UK Real Property](https://www.cogencyglobal.co.uk/services/beneficial-ownership-registration/): Overseas entity with UK property? Understand your new beneficial ownership registration duties. Discover more here. - [UCC Lien Searches](https://www.cogencyglobal.co.uk/services/ucc-lien-searches/): A UCC search can be complicated. Ensure accurate and efficient UCC lien searches and federal and state tax lien searches with Cogency Global's specialized services. - [UCC/PPSA Filing Services](https://www.cogencyglobal.co.uk/services/ucc-ppsa-filing-services/): Our UCC Filing Services provide expert assistance with preparation and filing. Get in touch with us for your UCC Lien Filing needs. - [IP Due Diligence](https://www.cogencyglobal.co.uk/services/ip-due-diligence/): Our Federal IP Services include comprehensive Intellectual Property Lien Searches that allow you to get due diligence right. - [Court Searches](https://www.cogencyglobal.co.uk/services/court-searches/): We'll delve into cases, law libraries, archives, higher courts and even liaise with media and filing parties on your authorization for thorough research. - [Formation by Entity Type](https://www.cogencyglobal.co.uk/services/formation-by-entity-type/): Stay compliant as you expand your business to or within the US. We troubleshoot issues and keep you up-to-date every step of the way. - [Trade Names](https://www.cogencyglobal.co.uk/services/trade-names/): Ensure your company's assumed, trade or fictitious name is compliant with varying state laws and renewals. We're here to guide you. - [Registered Office](https://www.cogencyglobal.co.uk/services/registered-office/): We’re a leading UK corporate services provider with a central London registered office address available to our clients. - [US Corporate Name Availability](https://www.cogencyglobal.co.uk/services/us-corporate-name-availability/): Name Services - [Annual Report Compliance Services](https://www.cogencyglobal.co.uk/services/annual-report-compliance-services/): Our Cogency Global team will help you avoid any penalties by filing annual reports, tracking deadlines and confirming your entity’s good standing! - [Corporate Transparency Act (CTA)](https://www.cogencyglobal.co.uk/services/corporate-transparency-act-cta/): Streamline US Corporate Transparency Act compliance. Cogency Global's specialists simplify BOI reporting for global entities. - [US Company Secretary Services](https://www.cogencyglobal.co.uk/services/us-company-secretary-services/): Ensure that your newly formed company stays in good standing and up-to-date on Secretary of State filings and fees with our company secretarial services. - [International Company Formation](https://www.cogencyglobal.co.uk/services/international-company-formation/): We’re a leading international company formation provider able to assist you in registering your company by conducting a variety of due diligence services. - [International Registered Office](https://www.cogencyglobal.co.uk/services/international-registered-office/): Trust that your legal contact communications are taken care of in accordance with each country’s requirements. - [International Company Secretary](https://www.cogencyglobal.co.uk/services/international-company-secretary/): Our company secretarial services help ensure that a company in an international jurisdiction stays in good standing and up-to-date on filings and fees. - [International Annual Compliance](https://www.cogencyglobal.co.uk/services/international-annual-compliance/): Depending on the location, we can keep track of your deadlines, complete forms on your behalf, confirm your entity's good standing, and much more. - [International Document Retrieval](https://www.cogencyglobal.co.uk/services/international-document-retrieval/): Many financial transactions, deals and mergers require you to obtain entity documents right before your closing date to ensure that they’re current. - [International Formation and Registration](https://www.cogencyglobal.co.uk/services/international-formation-and-registration/): Are you looking for business formation services abroad? At Cogency Global, we can help with your international company formation, call us today! - [Corporate Secretary Services](https://www.cogencyglobal.co.uk/services/corporate-secretary-services/): Need Company Secretarial Services? Cogency Global provides Company Secretary & compliance services in countries around the world. - [UK Real Property Beneficial Ownership Registration](https://www.cogencyglobal.co.uk/services/uk-real-property-beneficial-ownership-registration/): Overseas entity with UK property? Understand your new beneficial ownership registration duties. Discover more here. - [International Corporate Services](https://www.cogencyglobal.co.uk/services/international-corporate-services/): Our international corporate services make global corporate compliance easy. Contact us for assistance in navigating complex international business requirements. - [Registered Agent and Registered Office](https://www.cogencyglobal.co.uk/services/registered-agent-and-registered-office/): We are national registered agents and can also assist you internationally. Learn how a registered agent of a corporation can help. - [Corporate Services](https://www.cogencyglobal.co.uk/services/corporate-services/): In a world where a single missed document or deadline can derail a deal, trust Cogency Global to manage your corporate services precisely. --- ## Posts - [Global Trends in Corporate Transparency](https://www.cogencyglobal.co.uk/blog/global-trends-in-corporate-transparency/): Explore how global trends in corporate transparency are reshaping corporate ownership disclosure laws, and how businesses can stay compliant. - [Understanding ACSP Registration under ECCTA: What You Need to Know](https://www.cogencyglobal.co.uk/blog/understanding-acsp-registration-under-eccta-what-you-need-to-know/): The landscape of UK corporate governance is shifting, and one of the most significant changes comes courtesy of the ECCTA. - [FinCEN Narrows Scope of CTA Reporting to Foreign Companies](https://www.cogencyglobal.co.uk/blog/fincen-narrows-scope-of-cta-reporting-to-foreign-companies-2/): In March 2025, FinCEN issued an interim final rule exempting US companies and persons from Beneficial Ownership Information (BOI) reporting. - [The Role of International Due Diligence & Process Agent Services in Cross-Border Transactions](https://www.cogencyglobal.co.uk/blog/the-role-of-international-due-diligence-process-agent-services-in-cross-border-transactions/): Learn how international due diligence and process agent services play a crucial role in identifying and mitigating legal risks in cross-border transactions. - [FinCEN Narrows Scope of CTA Reporting to Foreign Companies](https://www.cogencyglobal.co.uk/blog/fincen-narrows-scope-of-cta-reporting-to-foreign-companies/): On March 21, 2025, FinCEN issued an interim final rule exempting U.S. companies and persons from Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act, while setting new BOI deadlines for certain foreign entities. - [Director's ID Verification in the UK: What You Need to Know](https://www.cogencyglobal.co.uk/blog/directors-id-verification-in-the-uk-what-you-need-to-know/): In 2025, the UK is clamping down on corporate anonymity with a new rule: mandatory identity verification for company directors, responsible officers and persons with significant control. - [9 FAQs About the New FAA Requirement for Overseas FAA Certificate Holders](https://www.cogencyglobal.co.uk/blog/9-faqs-about-the-new-faa-requirement-for-overseas-faa-certificate-holders/): The FAA's new rule mandates individuals with no US physical address to designate a US agent for service of process when holding or applying for FAA certificates. This ensures efficient delivery of legal and safety-critical communications. - [ECCTA Updates: Key Changes and Implementation Timelines for UK Companies](https://www.cogencyglobal.co.uk/blog/eccta-updates-key-changes-and-implementation-timelines-for-uk-companies/): Learn about the latest updates and upcoming changes to the Economic Crime and Corporate Transparency Act (ECCTA), including key timelines for UK businesses. - [Doing Business in the US: How to Set Up a Company in Texas](https://www.cogencyglobal.co.uk/blog/doing-business-in-the-us-how-to-set-up-a-company-in-texas/): Texas is becoming an increasingly popular destination for businesses, so here’s what you need to know to get yours up and running in the Lone Star state. - [Doing Business in the US: How to Set Up a Company in California](https://www.cogencyglobal.co.uk/blog/doing-business-in-the-us-how-to-set-up-a-company-in-california/): What to consider when forming a company in California? This article explains how to form or qualify an entity to do business in this state. - [Doing Business in the US: How to Set Up a Corporation in New York](https://www.cogencyglobal.co.uk/blog/doing-business-in-the-us-how-to-set-up-a-corporation-in-new-york/): What to consider when forming a company in New York? This article explains how to form or qualify an entity to do business in this state. - [Doing Business in the US: How to Set Up a Company in Delaware](https://www.cogencyglobal.co.uk/blog/doing-business-in-the-us-how-to-set-up-a-company-in-delaware/): What to consider when forming a company in Delaware? This article explains how to form or qualify an entity to do business in this state. - [What is a Process Agent and Why do You Need One？](https://www.cogencyglobal.co.uk/exclusive-content/download-our-white-paper-about-the-role-of-a-process-agent/): Discover why appointing a process agent is essential for cross-border transactions. This white paper explains their purpose, when they’re required, and why choosing a professional matters - [Choice of Law Considerations in Aviation Finance Transactions](https://www.cogencyglobal.co.uk/blog/choice-of-law-considerations-in-aviation-finance-transactions/): There are some unique and specific choices of law considerations surrounding aviation finance transactions. Here are the main factors to think about. - [Choosing a Process Agent for Your Derivative Transaction](https://www.cogencyglobal.co.uk/blog/choosing-a-process-agent-for-your-derivative-transaction/): Process agents play a vital role in cross border deals. Read on to find out how to choose the best one for your derivative transactions. - [International Due Diligence: Obtaining Corporate Information and Common Challenges](https://www.cogencyglobal.co.uk/blog/international-due-diligence-obtaining-corporate-information-and-common-challenges/): Public record due diligence involves gathering information from various public sources and analysing that information to support the decision-making process. In the modern world, businesses operate internationally, necessitating a tailored approach to mitigate risks across jurisdictions. - [Understanding the Basics of International Lien Searches](https://www.cogencyglobal.co.uk/blog/understanding-the-basics-of-international-lien-searches/): Uncover everything you need to know about international lien searches, including types, the importance of lien searches and how they are conducted in different countries. - [The Difference Between US Statutory Registered Agent and UK Registered Office](https://www.cogencyglobal.co.uk/blog/the-difference-between-us-statutory-registered-agent-and-uk-registered-office/): If you are considering forming a new company in the US, you may know that you need to appoint a registered agent in the US State of formation. If you're forming in the UK, you need to have a registered office in the country of incorporation. However, these two roles are not direct equivalents. - [The Fun of Doing Business Under a Business Alias or Assumed Name In The US](https://www.cogencyglobal.co.uk/blog/the-fun-of-doing-business-under-a-business-alias-or-assumed-name/): There are various reasons why a company in the US might consider using a business alias or assumed name, including to more accurately reflect the goods and services they offer. - [Why Can't I Get a Delaware Certificate of Good Standing on a Rush Basis?](https://www.cogencyglobal.co.uk/blog/why-cant-i-get-a-delaware-certificate-of-good-standing-on-a-rush-basis/): The Delaware Secretary of State is highly efficient, often providing necessary documents for bank accounts, due diligence, and legal opinions within an hour on the same day. However, rush requests may not always be fulfilled. - [What a Certificate of Good Standing in the United States Does and Does Not Tell You](https://www.cogencyglobal.co.uk/blog/what-a-certificate-of-good-standing-in-the-us-does-and-does-not-tell-you/): When a corporation or limited liability company is involved in a transaction, the opinion letter usually makes a representation as to the “existence” or “good standing” of the company, which is why due diligence checklists usually require a Good Standing Certificate from the company’s home state and any state where it is registered to do business. - [The Benefits of Choosing English Law in Cross-border Financial Transactions](https://www.cogencyglobal.co.uk/blog/the-benefits-of-choosing-english-law-in-cross-border-financial-transactions/): English law offers unique advantages for international financial transactions. Learn about the benefits, including its global recognition, fairness and party autonomy. - [Expanding Your Business Into Kenya: A Guide to the Registration of a Company](https://www.cogencyglobal.co.uk/blog/expanding-your-business-into-kenya-a-guide-to-the-registration-of-a-company/): Before establishing operations in Kenya's dynamic market, there are crucial requirements to address, particularly regarding the registration of companies. - [How to Set Up a Company in Germany](https://www.cogencyglobal.co.uk/blog/how-to-set-up-a-company-in-germany/): As a foreign investor looking to set up a company in Germany, there are a number of rules and regulations to address to become fully established. - [Company Formation and Incorporation: US Corporate Services FAQs](https://www.cogencyglobal.co.uk/exclusive-content/download-our-company-formation-and-incorporation-us-corporate-services-faqs/): Get clear answers to the most common questions about forming or expanding a business in the U.S. Learn about top jurisdictions, incorporation timelines, compliance requirements, and more. - [How to Set Up a Company in Canada](https://www.cogencyglobal.co.uk/blog/how-to-set-up-a-company-in-canada/): If you are looking to set up a company in Canada, to become fully established, you need to consider your company name, taxation, entity type and more. - [ECCTA Updates: A Closer Look at the First Set of Companies House Reforms](https://www.cogencyglobal.co.uk/blog/eccta-updates-a-closer-look-at-the-first-set-of-companies-house-reforms/): The ECCTA enhances the regulatory framework against economic crimes and bolsters corporate transparency in the United Kingdom. There will be new reforms being introduced by the 4th of March, 2024. - [How To Set Up a Company in South Africa](https://www.cogencyglobal.co.uk/blog/how-to-set-up-a-company-in-south-africa/): South Africa is a great destination for businesses looking to set up abroad. Here’s what companies should consider when expanding to this jurisdiction. - [Singapore Subsidiary Vs. Singapore Branch Office: Key Differences](https://www.cogencyglobal.co.uk/blog/singapore-subsidiary-vs-singapore-branch-office-key-differences/): International companies doing business in Singapore may do so as a branch office or a subsidiary company. Here are the key differences between the two. - [What to Consider Before Expanding Your Business Into Other International Jurisdictions Download GSM](https://www.cogencyglobal.co.uk/exclusive-content/what-to-consider-before-expanding-your-business-into-other-international-jurisdictions-download-gsm/): Thinking of going global? This white paper outlines key considerations for international expansion—including legal systems, taxation, local requirements, and strategic planning. - [What to Consider Before Expanding Your Business into Other International Jurisdictions](https://www.cogencyglobal.co.uk/blog/what-to-consider-before-expanding-your-business-into-other-international-jurisdictions/): Jurisdictions around the world have their own laws surrounding business practices. Here are the key things to consider when expanding internationally. - [UCC Financing Statements: 11 Mistakes to Avoid](https://www.cogencyglobal.co.uk/blog/ucc-financing-statements-11-mistakes-to-avoid/): Understanding the detailed requirements outlined in this article is crucial for anyone involved in preparing UCC financing statements. Mistakes can lead to rejections or could cause a UCC filing to be deemed seriously misleading and ineffective by a court. - [ECCTA Updates: UK Limited Partnerships Reform](https://www.cogencyglobal.co.uk/blog/eccta-updates-uk-limited-partnerships-reform/): UK Limited Partnerships (UKLPs) are one of the key areas where legislative reforms have been introduced under The Economic Crime and Corporate Transparency Act (ECCTA), 2023. - [ECCTA Updates: Companies House Reforms](https://www.cogencyglobal.co.uk/blog/eccta-updates-companies-house-reforms/): Read about the upcoming reforms by the Companies House as part of the Economic Crime and Corporate Transparency Act (ECCTA), focusing on the enhanced role of the Companies House in ensuring accuracy and legality in UK entity data, imposing stricter registered office requirements, augmenting the Registrar's powers, and introducing digital ID verification for company associates. - [Overview of the Economic Crime and Corporate Transparency Act, 2023 (ECCTA)](https://www.cogencyglobal.co.uk/blog/overview-of-the-economic-crime-and-corporate-transparency-act-2023-eccta/): An overview of the newly introduced Economic Crime and Corporate Transparency Act, 2023 (ECCTA), which enhances the regulatory framework against economic crimes and bolsters corporate transparency in the United Kingdom. - [Asked and Answered: More Questions About the Corporate Transparency Act](https://www.cogencyglobal.co.uk/blog/asked-and-answered-more-questions-about-the-corporate-transparency-act/): There are still many questions regarding FinCEN and the Corporate Transparency Act. Our in-house thought leader, Pia Angelikis, Esq. tries to sort out some of the most important ones.    - [Global Business Expansion: Doing Business in Ireland](https://www.cogencyglobal.co.uk/blog/global-business-expansion-doing-business-in-ireland/): If you are thinking of doing business in Ireland, what criteria should you analyse when selecting your next jurisdiction? This article discusses a couple of important updates applicable to Irish companies. - [Qualification of Series LLCs to Do Business in Another US State](https://www.cogencyglobal.co.uk/blog/http-www-cogencyglobal-com-en-gb-blog-qualification-of-series-llcs-to-do-business-in-another-us-state/): When planning to use a series LLC structure in the domestic state, it’s important to consider where else the company and the individual series cells may wish to operate as not all states have statutes allowing for series LLCs to qualify to do business. - [Registered Series LLCs in Delaware](https://www.cogencyglobal.co.uk/blog/registered-series-llcs-in-delaware/): Delaware was an early adopter of laws allowing LLCs to establish independent series, and today 21 states have laws that also allow their creation. - [Year-End Checklist for Mergers or Consolidations of Delaware Corporations](https://www.cogencyglobal.co.uk/blog/year-end-checklist-for-mergers-or-consolidations-of-delaware-corporations/): Yes, it is that time of year again. Merger agreements are being drafted and finalized in preparation for the year’s end, and it is highly likely that one (or all) of the companies will be a Delaware domestic corporation. - [10 Frequently Asked Questions About the Corporate Transparency Act in the US](https://www.cogencyglobal.co.uk/blog/10-frequently-asked-questions-about-the-corporate-transparency-act-in-the-us/): The Corporate Transparency Act is a US law aimed at preventing criminals from using business entities to commit crimes. - [Doing Business Under a Different Name: Fictitious and Assumed Name Registration in the US](https://www.cogencyglobal.co.uk/blog/doing-business-under-a-different-name-fictitious-and-assumed-name-registration-in-the-us/): Doing business under another name comes with a great many rules, requirements and renewal dates to track and manage. - [Commercial Mortgage-Backed Securities Transactions](https://www.cogencyglobal.co.uk/blog/commercial-mortgage-backed-securities-transactions/): When you’re managing the closing of a complex financing transaction like that of a commercial mortgage-backed security, a detail-oriented checklist is your best friend. - [Process Agent Appointment: Choice of Law in Multiple Jurisdictions](https://www.cogencyglobal.co.uk/blog/process-agent-appointment-choice-of-law-in-multiple-jurisdictions/): There are many considerations when entering into a contract, especially for commercial financial transactions that can involve multiple parties from different states in the US or from different countries. - [Do I Need a Process Agent Even if My Contract Includes an Arbitration Clause?](https://www.cogencyglobal.co.uk/blog/do-i-need-a-process-agent-even-if-my-contract-includes-an-arbitration-clause/): You should never underestimate the need for diligent practices in contract drafting, especially regarding arbitration clauses and notification processes. - [Updating the Beneficial Ownership Information in the Register of Overseas Entities](https://www.cogencyglobal.co.uk/blog/updating-the-beneficial-ownership-information-in-the-register-of-overseas-entities/): New guidelines have been posted for the annual updating requirements for overseas entities. Ensure you comply with these new rules, as failure to do so could be costly. - [Intellectual Property Due Diligence in the US: Are the Seller’s Representations and Warranties an Acceptable Substitute?](https://www.cogencyglobal.co.uk/blog/intellectual-property-due-diligence-are-the-sellers-representations-and-warranties-an-acceptable-substitute/): Can “representation and warranty” provisions in acquisition agreements be an acceptable substitute for conducting intellectual property due diligence (IPDD)? - [Appointing a Process Agent in Cross-Border Transactions](https://www.cogencyglobal.co.uk/blog/appointing-a-process-agent-in-cross-border-transactions/): Parties to commercial financial transactions are often from different countries, with each country having uniquely different bodies of law and precedent governing commercial transactions. Such cross-border transactions may require the appointment of an international process agent. - [7 Tips for Using a Limited Power of Attorney](https://www.cogencyglobal.co.uk/blog/7-tips-for-using-a-limited-power-of-attorney/): If you’ve ever prepared and filed a large number of documents on behalf of your company with the Secretary of State, chances are you’ve wished that there was a way to avoid all the various required signatures. - [Commercial vs Noncommercial Registered Agents in the US: Why You Need to Get It Right](https://www.cogencyglobal.co.uk/blog/commercial-vs-noncommercial-us-registered-agents-why-you-need-to-get-it-right/): Not sure whether you are appointing (or have appointed) a commercial or noncommercial registered agent? Secretaries of State often provide a list of commercial registered agents on their websites—and you can always confirm with the agent directly. - [Why Choose New York Governing Law in Commercial Real Estate Transactions?](https://www.cogencyglobal.co.uk/blog/why-choose-new-york-governing-law-in-commercial-real-estate-transactions/): New York is routinely the first choice of governing law for cross-border transactions, especially in the Americas. Why is this and why would this be the case even when the parties involved have little or no nexus to New York? - [Avoid Big Problems: Keep Contact Information Current With Your US Registered Agent!](https://www.cogencyglobal.co.uk/blog/avoid-big-problems-keep-contact-information-current-with-your-us-registered-agent/): There is a reason you are constantly asked to update your address information when filling out forms, applications or when maintaining an ongoing relationship with a business provider. - [The Do’s and Don’ts of Working With a Registered Agent in the US](https://www.cogencyglobal.co.uk/blog/the-dos-and-donts-of-working-with-a-registered-agent-in-the-us/): If you need a registered agent, there are definitely pluses and pitfalls to maintaining a professional relationship. These are some of the most important things to look for. - [Why You Might Need a Process Agent Outside of New York or London](https://www.cogencyglobal.co.uk/blog/why-you-might-need-a-process-agent-outside-of-new-york-or-london/): Some financial transactions may require the appointment of a process agent, especially if the transaction includes a commercial bank or another specified lender, a sovereign state or companies conducting business globally. The process agent serves as a point of contact in the jurisdiction where the parties may not have a presence. - [5 Important Questions About New Requirements for Overseas Entities in the UK](https://www.cogencyglobal.co.uk/blog/5-important-questions-about-new-uk-requirements-for-overseas-entities-in-the-uk/): The legislation aims to avoid the anonymity of opaque corporate structures that invest in UK land and remain largely invisible. This is accomplished by having Overseas Entities register their ownership information in the Register of Entities and obtain an entity ID prior to transacting in properties. - [6 Tips for Doing Business in US Territories](https://www.cogencyglobal.co.uk/blog/6-tips-for-doing-business-in-us-territories/): Businesses may be interested in conducting operations in US territories for several reasons, including access to the larger US market, favourable tax laws and incentives, a more stable political and economic environment, access to skilled labour and infrastructure and cultural proximity to the mainland US. - [Doing Business in the US Virgin Islands (USVI)](https://www.cogencyglobal.co.uk/blog/doing-business-in-the-us-virgin-islands-usvi/): There are many reasons you may want to do business in the US Virgin Islands (USVI). Here are some things to look out for if you’re considering doing business in the USVI. - [What’s the Difference Between a Process Agent and a Registered Agent?](https://www.cogencyglobal.co.uk/blog/whats-the-difference-between-a-process-agent-and-a-registered-agent/): There are different terms used for agents for service of process, depending on the context of the agent’s appointment. - [Looking for a Registered Agent in the US? Here Are 5 Things to Consider](https://www.cogencyglobal.co.uk/blog/looking-for-a-registered-agent-in-the-us-here-are-5-things-to-consider/): If you’re on the hunt for a registered agent service provider in the US, you’ll quickly find that there are a lot of options out there. How do you know which is the right fit for your business? - [What Is a Process Agent and Why Do You Need One?](https://www.cogencyglobal.co.uk/blog/what-is-a-process-agent-and-why-do-you-need-one/): International transactions vary greatly from country to country, yet a typical provision included in many agreements is the appointment of an agent for service of process, more commonly known as a ‘process agent’. - [New UK Register of Beneficial Ownership: From August 2022](https://www.cogencyglobal.co.uk/blog/blog-new-uk-register-of-beneficial-ownership-from-august-2022/): All overseas entities that UK own land/property will now have to register with Companies House and disclose identities of its beneficial owners as required under ECTEA 2022. - [Document Authentication and Legalisation in the US: Step-By-Step Guide](https://www.cogencyglobal.co.uk/blog/document-authentication-and-legalisation-in-the-us-step-by-step-guide/): A step-by-step guide to document authentication, legalisation, and where to authenticate documents in the US. - [UCC Financing Statements: What’s at Stake by Not Getting the Individual Debtor’s Name Right](https://www.cogencyglobal.co.uk/blog/ucc-financing-statements-whats-at-stake-by-not-getting-the-individual-debtors-name-right/): The Uniform Commercial Code (UCC) drafters amended the debtor name section of Article 9 and added the ‘driver's license rule’ over a decade ago. This rule was intended to provide secured parties with clear guidelines on how debtor names must be written on financing statements. - [US Federal Intellectual Property Due Diligence: Beyond UCC and Lien Searches](https://www.cogencyglobal.co.uk/blog/us-federal-intellectual-property-due-diligence-beyond-ucc-and-lien-searches/): An entity that has a well-known trade name, service mark, or logo, strongly distinguished from others in the marketplace, possesses valuable IP that may be of interest to a secured lender. - [US Virgin Islands: Incorporation and Registration in a Nutshell](https://www.cogencyglobal.co.uk/blog/us-virgin-islands-incorporation-and-registration-in-a-nutshell/): Incorporating a business in the US Virgin Islands (USVI) offers several benefits, such as lower taxes and a favourable business environment. In order to incorporate in the USVI, there are a few steps that need to be taken. - [SEC Registration Statements Requiring a US Duly Authorised Representative](https://www.cogencyglobal.co.uk/blog/sec-registration-statements-requiring-a-us-duly-authorised-representative/): Learn about the legal requirements and procedures for foreign private issuers of securities in the US market - [What Address Should Be Used When Registering to Do Business in the US?](https://www.cogencyglobal.co.uk/blog/what-address-should-be-used-when-registering-to-do-business-in-the-us/): We discuss the different address options that can be used on formation, qualification, or other corporate documents, including the registered agent address, the mailing address, and the principal place of business address. - [What Is an Agent for Service of Process? Depends on Your Business](https://www.cogencyglobal.co.uk/blog/what-is-an-agent-for-service-of-process-depends-on-your-business/): There are different terms used for agents for service of process, depending on the context of the agent’s appointment. We’ve outlined a few common examples in this article. - [International Due Diligence: What Is It and How Does It Work?](https://www.cogencyglobal.co.uk/blog/international-due-diligence-what-is-it-and-how-does-it-work/): Due diligence is an essential part of doing business internationally. We explore what it is, the documents required and the differences between the US and EU regulations. - [The Ultimate Cheat Sheet to Mortgages & Charges at Companies House](https://www.cogencyglobal.co.uk/blog/the-ultimate-cheat-sheet-to-mortgages-charges-at-companies-house/): When an attorney or paralegal needs to search the public record for evidence of registered secured transactions, there are a number of differences from US law (the Uniform Commercial Code) to be aware of. - [The Challenges of Searching The US Patent & Trademark Office Website](https://www.cogencyglobal.co.uk/blog/the-challenges-of-searching-the-us-patent-trademark-office-website/): Searching the US Patent & Trademark Office (USPTO) can be difficult. In this blog post, we clearly explain how to search the USPTO. - [Checklist for Filing Name Change Amendments in Multiple US States](https://www.cogencyglobal.co.uk/blog/checklist-for-filing-name-change-amendments-in-multiple-us-states/): Changing your companies legal name is not a simple matter of sending out a press release announcing the change. It’s difficult and time consuming. Read through to learn the best way to approach a name change. - [The Need for International Due Diligence and Corporate Bankruptcy](https://www.cogencyglobal.co.uk/blog/the-need-for-international-due-diligence-in-the-face-of-corporate-bankruptcy/): Discover the importance of international corporate due diligence searches when facing bankruptcy or financial restructuring. Read on for more. - [Entity Name Considerations When Doing Business In Multiple US States](https://www.cogencyglobal.co.uk/blog/blog-entity-name-considerations-when-doing-business-in-multiple-us-states/): When a registered entity, such as a corporation or LLC, plans on doing business in a large number of US states (or even just a few), the differences among state laws and rules concerning the entity name can have a big impact on what the company is called in a given state. - [Uniform Commercial Code (UCC) Explained to International Investors](https://www.cogencyglobal.co.uk/blog/uniform-commercial-code-ucc-explained-to-international-investors/): Uniform Commercial Code is a commercial legislation that was adopted by all US states in a standardised manner (with minor variations), which facilitates commerce between companies based in different US states, on a common principle. - [BVI Company Search: Due Diligence in the British Virgin Islands](https://www.cogencyglobal.co.uk/blog/blog-bvi-company-search-due-diligence-in-the-british-virgin-islands/): In the BVI there are nuances between information that is available on the public record and what information requires the company's consent or court order. - [Doing Business in India: Seize Opportunity for Growth](https://www.cogencyglobal.co.uk/blog/business-in-india-seize-opportunity-for-growth/): Learn how to set up a company in India, which is expected to be the third-largest economy by 2036, due to factors such as infrastructure projects, cheap energy, and the digital revolution. - [Top 5 Qualities To Look For When Appointing A Process Agent](https://www.cogencyglobal.co.uk/blog/top-5-qualities-to-look-for-when-appointing-a-process-agent/): Here are 5 top qualities to look for when appointing a process agent for a financial transaction. Appointing a process agent is just one of the many important items that must be completed. - [New Requirements for Overseas Entities in the UK](https://www.cogencyglobal.co.uk/blog/new-requirements-for-overseas-entities-in-the-uk/): A new Register of Entities mandates that foreign companies that possess land or property in the UK list their managing executives and/or beneficial owners. - [The Importance of Federal Intellectual Property Due Diligence in Mergers and Acquisitions](https://www.cogencyglobal.co.uk/blog/the-importance-of-federal-intellectual-property-due-diligence-in-mergers-and-acquisitions/): Intellectual property is now one of the most important asset classes for many business entities. This article will show you how to conduct IP due diligence, explaining what it can determine for your merger or acquisition. - [What Is an Annual Report in the US and How Can It Be Retrieved?](https://www.cogencyglobal.co.uk/blog/what-is-an-annual-report-in-the-us-and-how-can-it-be-retrieved/): An annual report is an information report that statutory business entities in the United States are required to file in their formation states and every state they’re qualified to do business. - [How Do I Form and Register My Company in the US?](https://www.cogencyglobal.co.uk/blog/how-do-i-form-and-register-my-company-in-the-us/): Learn the importance of legal and tax advice when forming a new business, and understand the role of your registered agent & your annual compliance requirements. - [Growth in Aviation Financing Increases the Demand for Process Agent Services](https://www.cogencyglobal.co.uk/blog/growth-in-aviation-financing-increases-the-demand-for-process-agent-services/): With countries reopening after the pandemic, a surge of process agents will be needed to assist with aviation transactions due to the growing air travel economy. - [The Ireland Aviation Industry and Process Agents: What You Need to Know](https://www.cogencyglobal.co.uk/blog/ireland-aviation-industry-and-process-agents-what-you-need-to-know/): While Ireland is a renowned aviation hub, global purchasing and leasing contracts often use process agents in New York or the U.K. for transactions. - [Process Agent Pricing Clarified: How to Avoid Inflated Costs](https://www.cogencyglobal.co.uk/blog/blog-process-agent-pricing-clarified-how-to-avoid-inflated-costs/): Before appointing a process agent for a cross-border transaction, it can be helpful to know what type of pricing structure makes sense for your deal. - [The Quick and Easy Guide to Using a Global Legal Entity Identifier](https://www.cogencyglobal.co.uk/blog/the-guide-to-using-a-global-legal-entity-identifier/): A legal entity identifier syncs to key reference information that enables a unique identification of legal entities participating in financial transactions. - [US Document Retrieval: What You Need to Know](https://www.cogencyglobal.co.uk/blog/us-document-retrieval-what-you-need-to-know/): Obtaining corporate documents as a part of your due-diligence process affects the timeline of your deal transaction. Here's everything you need to know about U.S. document retrievals ... - [How to Expand Your Business in the US](https://www.cogencyglobal.co.uk/exclusive-content/how-to-expand-your-business-in-us/): Expanding your business into the U.S.? This guide compares key formation requirements in Delaware, New York, California, and Texas—covering naming, incorporation, licenses, and more." - [Extra-Provincial Annual Reports in Canada](https://www.cogencyglobal.co.uk/blog/extra-provincial-annual-reports-in-canada/): The requirements for business registration in Canada vary greatly depending on whether the business is domestic, foreign, and which provinces are involved. - [Benefits of Choosing New York Governing Law in Cross Border Transactions](https://www.cogencyglobal.co.uk/blog/benefits-of-choosing-new-york-governing-law-in-cross-border-transactions/): New York is often the preferred choice of governing law for financial matters. Discover the benefits of choosing this global hub for cross-border transactions. - [How to Set Up a Company in Denmark](https://www.cogencyglobal.co.uk/blog/how-to-set-up-a-company-in-denmark/): Forming a business in Denmark is straightforward and rewarding. Learn how to set up a company in this attractive jurisdiction by following these key steps. - [Summary of 2021 Legislative Changes Across The United States](https://www.cogencyglobal.co.uk/blog/summary-of-2021-legislative-changes-across-the-united-states/): In this article, we review some of the most notable business entity-related legislative changes from all around the United States in 2021. - [How To Set Up a Company in the United Arab Emirates (UAE)](https://www.cogencyglobal.co.uk/blog/how-to-set-up-a-company-in-the-united-arab-emirates/): If you are forming a company in the United Arab Emirates (UAE), take a look at these key points first that will help you get set up in this jurisdiction. - [How To Make Sure You Can Obtain a Certificate of Good Standing in the US](https://www.cogencyglobal.co.uk/blog/how-to-make-sure-you-can-obtain-a-certificate-of-good-standing-in-the-us/): A Certificate of Good Standing verifies that your company is properly and legally registered for business in the U.S. Here’s how to obtain and keep yours. - [Forum Selection Clauses and the 'Minimum Contacts' Requirement](https://www.cogencyglobal.co.uk/blog/consent-to-jurisdiction-forum-selection-clauses-and-the-minimum-contacts-requirement/): This blog explains the role of consent to jurisdiction clauses and the minimum contacts requirement in international contracts and transactions. - [Doing Business in the US: How to Set Up a Corporation in New York](https://www.cogencyglobal.co.uk/blog/how-to-form-a-corporation-in-new-york/): What to consider when forming a company in New York? This article explains how to form or qualify an entity to do business in this state. - [Appointing a Process Agent: The Counterparty’s Perspective](https://www.cogencyglobal.co.uk/blog/appointing-a-process-agent-the-counterpartys-perspective/): What do counterparties need to consider when appointing a process agent for their commercial transactions? Read the blog to find out more. - [Global Business Expansion: Why Register a Company in Ireland?](https://www.cogencyglobal.co.uk/blog/blog-global-business-expansion-why-register-a-company-in-ireland/): Why should you register a company in Ireland? When looking for supportive business legislation, Ireland is a favourable option. Read on for more. - [Authenticating Commercial Documents In The UK For International Use](https://www.cogencyglobal.co.uk/blog/the-process-of-authenticating-commercial-documents-in-the-uk-for-international-use/): Curious about how to authenticate documents in the UK so they can be used for commercial purposes abroad? Read on for more. - [How Liens, Loans, Mortgages and Charges are Searched and Filed in the US](https://www.cogencyglobal.co.uk/blog/how-liens-loans-mortgages-and-charges-are-searched-and-filed-in-the-us/): What exactly do you need to know about loans and preparing and filing Uniform Commercial Code financing statements? Read on for key considerations. - [How to Expand Your Business in the US](https://www.cogencyglobal.co.uk/blog/how-to-expand-your-business-in-the-us/): When expanding your business in the U.S., which jurisdiction should you choose and what are your key formation considerations? Read on for more. --- ## Webinars - [International Public Record Due Diligence: How to Navigate Jurisdictional Differences](https://www.cogencyglobal.co.uk/webinar/international-public-record-due-diligence-how-to-navigate-jurisdictional-differences/): Don't miss the chance to attend our webinar, International Public Record Due Diligence. - [International Public Record Due Diligence](https://www.cogencyglobal.co.uk/webinar/international-public-record-due-diligence/): Don't miss the chance to attend our webinar, International Public Record Due Diligence. - [Overseas Entities Owning UK Real Property: Navigating the UK’s New Beneficial Ownership Compliance Requirements](https://www.cogencyglobal.co.uk/webinar/beneficial-ownership-compliance-requirements-for-overseas-entities-owning-uk-real-property/): Don't miss the chance to attend our webinar on rules regarding the reporting of beneficial ownership in the UK. - [Legalization of Documents for Modern International Transactions: Apostilles, Authentication and Consular Legislation](https://www.cogencyglobal.co.uk/webinar/legalization-of-documents-for-modern-international-transactions/): Don't miss the chance to attend our webinar on the legalization of documents for modern international transactions. --- ## Announcements - [Welcome To Our New EMEA Cogency Global Website](https://www.cogencyglobal.co.uk/announcement/welcome-to-our-new-emea-cogency-global-website/): Stay informed with the latest updates, service announcements and news from Cogency Global, your trusted partner in corporate compliance and legal support. - [A Seamless Transition in Leadership at Cogency Global ](https://www.cogencyglobal.co.uk/announcement/a-seamless-transition-in-leadership-at-cogency-global/): Stay informed with the latest updates, service announcements and news from Cogency Global, your trusted partner in corporate compliance and legal support. --- ## Pages - [Holidays](https://www.cogencyglobal.co.uk/company/holidays/): View upcoming observed holidays that could impact Cogency Global’s operating hours. - [Cookie Notice](https://www.cogencyglobal.co.uk/cookie-notice/): This page outlines the cookie notice policy for users. - [Terms of Use](https://www.cogencyglobal.co.uk/terms-of-use/): This website (“Website”) is a service made available by Cogency Global (UK) Limited, formerly known as NCR National Corporate Research (UK) Limited. - [Contact](https://www.cogencyglobal.co.uk/contact/): Choose Cogency Global for 24-hour service on business days, blending unmatched responsiveness, warm personalized attention and profound expertise. - [Submit Your Own](https://www.cogencyglobal.co.uk/submit-your-own/): Share your Cogency Global success story. 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At Cogency Global, it means more customized solutions and more resources to accomplish your goals. - [Privacy Policy](https://www.cogencyglobal.co.uk/privacy-policy/): This Privacy Notice is to identify how we process, collect, store, share & use the information that we collect from you with your use of our services. - [Homepage](https://www.cogencyglobal.co.uk/): Cogency Global delivers UK & global corporate compliance, due diligence, process agent & registered office services backed by experienced professionals. --- # # Detailed Content ## Services --- ## Posts > Explore how global trends in corporate transparency are reshaping corporate ownership disclosure laws, and how businesses can stay compliant. - Published: 2025-06-06 - Modified: 2025-06-25 - URL: https://www.cogencyglobal.co.uk/blog/global-trends-in-corporate-transparency/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Pushkala Sivaramakrishnan An international movement toward transparency is driving governments to mandate disclosure of who ultimately owns or controls companies. What this is: An international movement toward transparency is driving governments to mandate disclosure of who ultimately owns or controls companies. What this means: Companies must stay ahead of varying global regulations to avoid penalties, maintain credibility, and operate with confidence in a shifting compliance landscape. Europe’s Leadership in Beneficial Ownership Reform Over the past decade, corporate transparency has become a central issue in global discussions, with European nations leading the charge in implementing regulations to curb money laundering facilitated by anonymous corporate structures. While European nations, including the EU, continue to navigate the delicate balance between full disclosure of corporate beneficial ownership and privacy protections of the individuals, significant progress has been achieved through the implementation of the 5th and 6th EU Anti-Money Laundering (AML) Directives. Expanding Transparency: The US, Asia, and Emerging Global Standards Discussions on corporate transparency have gained traction worldwide, particularly in the United States, where debates focus on a less stringent version of Europe's regulations. Although the US has temporarily paused its reporting requirements, it is promising to see these conversations taking place among key stakeholders. Meanwhile, several Asian countries have introduced or drafted corporate transparency legislation in recent years, with efforts aimed at strengthening governance, improving financial disclosures, and aligning with international standards.   Let's explore how different countries are shaping and enforcing beneficial ownership laws and reporting requirements.   Comparing Global Approaches to Beneficial Ownership Reporting CountryPublic or Private Beneficial Ownership RegisterThreshold for Beneficial OwnershipRegulatory AuthorityTypes of Companies Required to ReportCompliance & EnforcementUSAPrivate... --- > The landscape of UK corporate governance is shifting, and one of the most significant changes comes courtesy of the ECCTA. - Published: 2025-06-06 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/understanding-acsp-registration-under-eccta-what-you-need-to-know/ - Resource Types: Blog - Services: Beneficial Ownership Registration, UK Corporate Services - Authors: Pushkala Sivaramakrishnan Authorised Corporate Service Providers (ACSPs) are regulated professionals, such as formation agents, accountants or law firms, who can verify identities and submit company filings to Companies House under the new ECCTA rules. What this is: Authorised Corporate Service Providers (ACSPs) are regulated professionals, such as formation agents, accountants or law firms, who can verify identities and submit company filings to Companies House under the new ECCTA rules. What this means: From March 25, 2025, service providers can register as ACSPs to support clients with filings and identity checks. When identity verification becomes mandatory later in 2025, working with an ACSP will offer a faster, more reliable way to stay compliant. The landscape of UK corporate governance is shifting, and one of the most significant changes comes courtesy of the Economic Crime and Corporate Transparency Act 2023 (ECCTA). Designed to crack down on economic crime and boost transparency, this legislation is transforming how businesses interact with Companies House. A key part of this is the introduction of Authorised Corporate Service Providers (ACSPs). Let’s dive into what ACSP registration means, who needs to do it, and how it fits into the broader ECCTA framework. What is an ACSP? An Authorised Corporate Service Provider (ACSP) is essentially a trusted partner of the Companies House in implementing controls laid out by ECCTA. Under the ECCTA, ACSPs are third-party providers such as law firms, company formation agents or accountants who are authorised to perform critical tasks like filing documents with the Companies House and verifying identities on behalf of their clients. This isn’t just a fancy title; it’s a role backed by strict requirements to ensure the information hitting the public register is accurate and legitimate.  ... --- > In March 2025, FinCEN issued an interim final rule exempting US companies and persons from Beneficial Ownership Information (BOI) reporting. - Published: 2025-06-06 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/fincen-narrows-scope-of-cta-reporting-to-foreign-companies-2/ - Resource Types: Blog - Services: Compliance Services, Corporate Transparency Act (CTA), US Corporate Services - Authors: Pushkala Sivaramakrishnan On March 21, 2025, FinCEN issued a “final interim rule” exempting US companies and US persons from reporting Beneficial Ownership Information to FinCEN under the Corporate Transparency Act and issuing new reporting deadlines for foreign entities that meet the new definition of “reporting company.” On March 21, 2025, FinCEN issued a “final interim rule” exempting US companies and US persons from reporting Beneficial Ownership Information to FinCEN under the Corporate Transparency Act and issuing new reporting deadlines for foreign entities that meet the new definition of “reporting company. ” Accordingly, FinCEN posted the following statement on its website: “Consistent with the US Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for US companies and US persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act. In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any US State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements. Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will... --- > Learn how international due diligence and process agent services play a crucial role in identifying and mitigating legal risks in cross-border transactions. - Published: 2025-05-14 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/blog/the-role-of-international-due-diligence-process-agent-services-in-cross-border-transactions/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan Learn how international due diligence and process agent services play a crucial role in identifying and mitigating legal risks in cross-border transactions. What this is: This article explores the importance of international due diligence and the role of a process agent as essential elements in successful cross-border transactions. What this means: When entering cross-border transactions, companies face a range of legal and logistical complexities. Appointing a process agent helps simplify this landscape by ensuring compliance, protecting each party’s interests, and keeping communication clear across different jurisdictions. The Rise of Globalisation and Cross-Border Transactions Globalisation has erased traditional business boundaries, making cross-border transactions a cornerstone of modern commerce. Historically, the global trading system has demonstrated remarkable resilience, consistently finding alternative channels to maintain commercial flows. According to UNCTAD, in 2024, world trade saw a record expansion to $33 trillion – up 3. 7 from 2023. Businesses, keen to fuel their growth, are increasingly adapting to diversify operations to other geographies and tap into these new markets. However, diversifying trade networks across multiple regions has additional challenges and risks. The easing of global trade barriers, driven by new agreements and digital business models, has enabled market access in regions such as Asia, North America, and Africa over the past two decades. For businesses engaging in cross-border transactions, conducting proper due diligence and appointing a service company with global reach and expertise are good first steps. What is a Cross-Border Transaction? A cross-border transaction is any business deal or financial activity between parties (individuals, companies or governments) across different countries or jurisdictions. These transactions involve navigating multiple legal systems, currencies, regulatory frameworks, and business practices. They can include (but are... --- > On March 21, 2025, FinCEN issued an interim final rule exempting U.S. companies and persons from Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act, while setting new BOI deadlines for certain foreign entities. - Published: 2025-04-27 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/fincen-narrows-scope-of-cta-reporting-to-foreign-companies/ - Resource Types: Blog - Services: Compliance Services, Corporate Transparency Act (CTA), US Corporate Services - Authors: Pushkala Sivaramakrishnan On March 21, 2025, FinCEN issued an interim final rule exempting U.S. companies and persons from Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act, while setting new BOI deadlines for certain foreign entities. On March 21, 2025, FinCEN issued a “final interim rule” exempting US companies and US persons from reporting Beneficial Ownership Information to FinCEN under the Corporate Transparency Act and issuing new reporting deadlines for foreign entities that meet the new definition of “reporting company. ” Accordingly, FinCEN posted the following statement on its website: “Consistent with the US Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for US companies and US persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act. In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any US State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements. Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report... --- > In 2025, the UK is clamping down on corporate anonymity with a new rule: mandatory identity verification for company directors, responsible officers and persons with significant control. - Published: 2025-04-08 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/directors-id-verification-in-the-uk-what-you-need-to-know/ - Resource Types: Blog - Services: Beneficial Ownership Registration, UK Corporate Services - Authors: Pushkala Sivaramakrishnan In 2025, the UK is clamping down on corporate anonymity with a new rule: mandatory identity verification for company directors, responsible officers and persons with significant control. What this is: The Economic Crime and Corporate Transparency Act 2023 brings in mandatory identity verification for directors, officers and persons with significant control (PSC), starting April 2025. What this means: This reform gives Companies House new powers to tackle fraud and improve transparency, with millions of UK companies now required to verify key individuals. In 2025, the UK is clamping down on corporate anonymity with a new rule: mandatory identity verification for company directors, responsible officers and persons with significant control. This stems from the Economic Crime and Corporate Transparency Act 2023 (ECCTA), a hard-hitting law passed in October 2023, to fight money laundering, fraud, and illicit finance. ECCTA is transforming Companies House into a proactive custodian of company data. The objective is ensuring that the directors are real people—not aliases or fakes. As of April 01, 2025, this rollout is in motion, promising a more transparent UK business scene. Here’s what you need to know. The ECCTA: A Game-Changer The ECCTA isn’t just tinkering—it’s a full reset. Companies House, once a passive filing cabinet, now has powers to verify data, ditch fraudulent firms, and liaise with law enforcement. Director ID verification is central, targeting the shell company tricks that have long plagued the system. It’s an important step to rebuild trust in corporate Britain, and it’s happening now. What’s Changing? Starting April 8, 2025: New directors and PSCs: Voluntarily verify identity before registering a company or role. Existing directors and PSCs: Over seven million people get from Autumn 2025 to Autumn 2026 to... --- > The FAA's new rule mandates individuals with no US physical address to designate a US agent for service of process when holding or applying for FAA certificates. This ensures efficient delivery of legal and safety-critical communications. - Published: 2025-02-04 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/9-faqs-about-the-new-faa-requirement-for-overseas-faa-certificate-holders/ - Resource Types: Blog - Services: Process Agent - Authors: Colleen A. DeVries The FAA's new rule mandates individuals with no US physical address to designate a US agent for service of process when holding or applying for FAA certificates. This ensures efficient delivery of legal and safety-critical communications. What this is: On October 8, 2024, the Federal Aviation Administration (FAA) issued a final rule that requires individuals with a foreign address and no US physical address on file to designate a US agent for service of process. This applies to those who hold or are applying for FAA certificates, ratings or authorisations under specific sections of the 14 CFR regulations. What this means: The US agent will be responsible for receiving legal and safety-critical documents from the FAA on behalf of the individual. This rule aims to facilitate faster and more efficient communication between the FAA and individual certificate holders abroad, as companies already have such mechanisms in place. Summary of Questions About the Rule Why is this happening? What is required by individuals to comply with this new FAA requirement? What are the dates to comply with the FAA requirement to designate a US Agent for Service of Process? Who will this apply to? What is a US agent of service for purposes of this new FAA regulation? What will the US agent of service do? What will happen if I don’t adhere to this new law? What are the benefits of designating a professional agent for service of process and how do I find one? Once I designate an agent for service, how do I certify the designation with the FAA? 1. Why is This Happening? Answer: The FAA encounters difficulties in serving documents to the approximately 115,000 individuals who hold or apply for FAA certificates,... --- > Learn about the latest updates and upcoming changes to the Economic Crime and Corporate Transparency Act (ECCTA), including key timelines for UK businesses. - Published: 2025-01-15 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/eccta-updates-key-changes-and-implementation-timelines-for-uk-companies/ - Resource Types: Blog - Services: UK Corporate Services, UK Legalisation - Authors: Pushkala Sivaramakrishnan Learn about the latest updates and upcoming changes to the Economic Crime and Corporate Transparency Act (ECCTA), including key timelines for UK businesses. What this is: In this blog, we will discuss all the changes already implemented by Companies House, as well as upcoming changes. What this means: As we all know, the Economic Crime and Corporate Transparency Act (ECCTA) came into effect in the United Kingdom in October 2023 with the overarching objective of cracking down on the use of corporate vehicles in economic crimes. Companies House was empowered to enact a series of measures to this end, and some of those measures have already taken effect. What Changes Have Been Implemented Since October 2023? The first round of changes came into effect in March 2024. These changes involved improving the quality of existing company information in the Companies House register. Clean-Up of Companies House Data Many companies received queries from Companies House to confirm that certain information was part of the historical filings made during the life of a company. In some cases, Companies House asked for an explanation of Persons with Significant Control (PSC) filings, in particular, for those companies that had no PSC on record. Companies House also corrected inaccuracies by removing certain information from the register that was factually incorrect. Names and addresses of certain individuals that were used in connection with a company without their consent were also removed without a need for court orders. We have noticed Companies House rejecting documents notifying the appointment of a new director where the individual is a disqualified director. Some misleading company names were also struck down. Contact Information of... --- > Texas is becoming an increasingly popular destination for businesses, so here’s what you need to know to get yours up and running in the Lone Star state. - Published: 2025-01-01 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/blog/doing-business-in-the-us-how-to-set-up-a-company-in-texas/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Pushkala Sivaramakrishnan Texas is becoming an increasingly popular destination for businesses, so here’s what you need to know to get yours up and running in the Lone Star state. What this is: Having the ninth largest economy in the world, Texas is a highly ranked destination for those looking to expand or set up their business. What this means: With no corporate income tax, no personal income tax, low energy costs and low land costs, it’s no wonder that 10% of the Fortune 500 companies have chosen the Lone Star state as their home. Here are some tips on how to set up a company in this bustling state if, after consulting with your legal and tax advisors, you decide Texas is the next stop for your enterprise. If you are looking for information on how to form your business in the US, which state to choose and how US entity formation differs from forming elsewhere, we’d recommend you read this article first: How to expand your business in the US. Steps for Forming a Company in Texas International companies considering doing business in the United States must determine, among other important matters, the type of business entity that will be used to conduct business and the US jurisdictions in which the company will register. The choice of company type (common types include corporations and limited liability companies) and the jurisdictions in which it will register are controlled by legal, tax, and business factors unique to the company. Consulting with a professional advisor qualified to provide US tax and legal advice is recommended. Once you have decided whether your entity will be a Corporation or a Limited Liability Company... --- > What to consider when forming a company in California? This article explains how to form or qualify an entity to do business in this state. - Published: 2024-12-18 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/blog/doing-business-in-the-us-how-to-set-up-a-company-in-california/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Pushkala Sivaramakrishnan What to consider when forming a company in California? This article explains how to form or qualify an entity to do business in this state. What this is: California is consistently ranked as having the largest economy in the United States and the inhabitants of the state also have a relatively high per-capita income. What this means: This overall purchasing power, along with California’s strong support of local and small business as means to further economic growth, makes this state an appealing choice for anyone starting a business. If you are looking for information on how to form your business in the US, which state to choose and how US entity formation differs from forming elsewhere, read this article first: How to expand your business in the US. Steps to Form a Corporation in California International companies considering doing business in the United States must determine, among other important matters, the type of business entity that will be used to conduct business and the US jurisdictions in which the company will register. The choice of company type (common types include corporation and limited liability company) and the jurisdictions in which it will register are controlled by legal, tax, and business factors unique to the company. Consulting with a professional advisor qualified to provide US tax and legal advice is recommended. If, after consulting with your US legal and/or tax advisor, your business plan is to set up a Corporation in the State of California, you will need to complete and file the Articles of Incorporation of a General Stock Corporation containing: Name of the Corporation The first step is to choose the name of the corporation. No entity indicator... --- > What to consider when forming a company in New York? This article explains how to form or qualify an entity to do business in this state. - Published: 2024-12-04 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/blog/doing-business-in-the-us-how-to-set-up-a-corporation-in-new-york/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Pushkala Sivaramakrishnan What to consider when forming a company in New York? This article explains how to form or qualify an entity to do business in this state. What this is: New York is undoubtedly one of the highly ranked places in the world for setting up a business. What this means: As a result, thousands of businesses are established every year in the state. Read on to learn the steps for how to form a corporation in New York, plus some key considerations to be aware of. If you are looking for information on how to form your business in the US, which state to choose and how US entity formation differs from forming elsewhere, read this article first: How to expand your business in the US.   Steps to Form a Corporation in New York The first important step is to confirm with your legal advisor that forming an entity in New York makes the most sense in terms of the tax and legal implications for your international business. Your US advisors will then provide guidance on a number of important matters, including what type of entity to form in New York, for example, a corporation or Limited Liability Company (“LLC”).   If, after consulting with your US legal and/or tax advisor, your business plan is to set up a corporation in the State of New York, you will need to complete and file a Certificate of Incorporation containing: Name of the Corporation  The first step would be choosing the name of the corporation. The New York Business Corporation Law (NYBCL) requires entities to have one of the following corporate endings to their name: Incorporated (Inc.... --- > What to consider when forming a company in Delaware? This article explains how to form or qualify an entity to do business in this state. - Published: 2024-11-27 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/blog/doing-business-in-the-us-how-to-set-up-a-company-in-delaware/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Pushkala Sivaramakrishnan What to consider when forming a company in Delaware? This article explains how to form or qualify an entity to do business in this state. What this is: Overseas companies looking to set up a business in the United States often choose to do so in Delaware because of the state’s business-friendly legal system and because it is considered to be one of the most developed jurisprudences in terms of company law within the US.   What this means: If you choose to form in Delaware, you can expect a quick turnaround time, an excellent body of court decision-related knowledge, and a fast-paced and business-like environment at the Delaware Secretary of State. Read on to learn about different options for filing in this jurisdiction and what it entails.   If you are looking for information on how to form your business in the US, which state to choose and how US entity formation differs from forming elsewhere, read this article first: How To Expand Your Business in the US. Steps to Form a Company in Delaware The first important step is to confirm with your legal advisor that forming an entity in Delaware makes the most sense in terms of the tax and legal implications for your international business. Your US advisors will then provide guidance on a number of important matters, including what type of entity to form in Delaware, for example a Corporation or Limited Liability Company (“LLC”). After you have partnered with your US advisors and have a business plan in place, company formation in Delaware is pretty straightforward.   It can take as little as 24 hours to form any kind of entity... --- > There are some unique and specific choices of law considerations surrounding aviation finance transactions. Here are the main factors to think about. - Published: 2024-10-02 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/choice-of-law-considerations-in-aviation-finance-transactions/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan There are some unique and specific choices of law considerations surrounding aviation finance transactions. Here are the main factors to think about. What this is: Those involved in aviation finance transactions know that the choice of governing law specified in mortgages, leases and other operative documents is an extremely important decision. The jurisdiction is negotiated by the parties and can vary depending on each party’s country of origin, the location of assets (which, in aviation transactions, are moveable) and the requirements of the lenders who want a level of certainty in taking a security interest in the aircraft assets in the event of default. What this means: New York and English law are often common choices due to each jurisdiction’s recognised body of commercial law and established precedent in large financial transactions. In aviation finance, the choice of either New York or English law can provide a degree of predictability, fairness, neutrality and justice for the resolution of any potential dispute. When the parties to the transaction do not have a presence in the desired jurisdiction, a process agent (also referred to as agent for service, or contract agent) can be appointed to serve as a point of contact so that legal process arising out of the transaction’s operative agreements may be served. Often, the appointment of a process agent is a condition precedent to closing an aviation finance deal. In addition to the considerations included in our prior post, "Consent to Jurisdiction: Forum Selection Clauses and the 'Minimum Contacts' Requirement", here are some factors to take into account when selecting the jurisdiction for choice of law in global aviation finance transactions:... --- > Process agents play a vital role in cross border deals. Read on to find out how to choose the best one for your derivative transactions. - Published: 2024-08-07 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/choosing-a-process-agent-for-your-derivative-transaction/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan Process agents play a vital role in cross border deals. Read on to find out how to choose the best one for your derivative transactions. What this is: Any complex financial product involves thorough negotiation between parties as to the underlying terms and conditions. Derivative products are no exception to this. What this means: Considering the complexity of the underlying trade transactions, a trade organisation called the International Swaps and Derivatives Association (ISDA), headquartered in New York, is the publisher of master agreements for Over the Counter (OTC) Derivative Transactions that contain standard terms and conditions applicable for all derivative transactions between two parties. The version of the master agreement, issued by the ISDA, that is currently in use is the ‘2002 ISDA Master Agreement’. Whilst there are many material decisions to be made with regard to establishing the terms of an ISDA Master Agreement between the counterparties, in our experience as a process agent, we assist counterparties to ISDA Master Agreements with the section noted below which requires that a process agent be named as an important CP (condition precedent) required at the time of signing the ISDA Master Agreement. Section 13 of the 2002 ISDA Master Agreement: Governing Law and Jurisdiction This section of the ISDA Master Agreement deals with the governing law for the transaction. It is a general practice for the counterparties to opt for either English law or New York law as the governing law. The election of English law or New York law is given effect in the Schedule to the ISDA Master Agreement and this is a critical decision that is made while negotiating the transactions. Typically, it... --- > Public record due diligence involves gathering information from various public sources and analysing that information to support the decision-making process. In the modern world, businesses operate internationally, necessitating a tailored approach to mitigate risks across jurisdictions. - Published: 2024-07-24 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/international-due-diligence-obtaining-corporate-information-and-common-challenges/ - Resource Types: Blog - Services: Global Services, International Due Diligence - Authors: Pushkala Sivaramakrishnan Public record due diligence involves gathering information from various public sources and analysing that information to support the decision-making process. In the modern world, businesses operate internationally, necessitating a tailored approach to mitigate risks across jurisdictions. What this is: Due diligence is crucial in business, helping to assess risks and make informed decisions about a target company or a group involved in certain commercial transactions. Public record due diligence involves gathering information from various public sources and analysing that information to support their decision-making process.   What this means: In the modern world, businesses operate internationally, necessitating a tailored approach to mitigate risks across jurisdictions. Public Record Due Diligence: Sources of Information  The due diligence process is a critical step in many business contexts, particularly in mergers and acquisitions, venture capital, private equity, real estate transactions and corporate partnerships. Its importance stems from its role in helping the parties involved in a transaction assess risks, uncover hidden issues and make informed decisions. Public record due diligence involves researching and gathering information from publicly available sources to assess risks, validate information and gain insights into a company, individual or asset.   Public record due diligence often involves examining a wide range of public records, including legal documents, court records, financial filings, regulatory reports, etc. , as detailed below:   Corporate Records   Reviewing corporate records helps establish the legal existence and structure of a business entity. This may include checking business registration, articles of incorporation, bylaws, shareholder agreements and annual reports. This process ensures that the company is in good standing and compliant with corporate governance requirements.   Financial Filings   In the US, publicly listed companies are required to file financial reports with regulatory bodies like the Securities and... --- > Uncover everything you need to know about international lien searches, including types, the importance of lien searches and how they are conducted in different countries. - Published: 2024-07-17 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/understanding-the-basics-of-international-lien-searches/ - Resource Types: Blog - Services: Global Services, International Due Diligence - Authors: Pushkala Sivaramakrishnan Uncover everything you need to know about international lien searches, including types, the importance of lien searches and how they are conducted in different countries. What this is: A lien is a legal right or interest that a creditor has in a property belonging to another person (debtor) as security for a debt or obligation. It essentially serves as a form of collateral that gives the creditor the right to take possession of the property or have it sold to satisfy the debt if the debtor fails to fulfil their obligations. What this means: Lien searches are a critical component of due diligence for several reasons, primarily revolving around risk management, legal compliance and litigation avoidance. It helps in uncovering hidden liabilities, identifying encumbrances on titles and ultimately protecting the interests of all parties involved in the transaction. Different Types of Liens Against a Company Contractual/Consensual Liens (Secured Transactions) These include offering movable or immovable property as security for a financing transaction. Statutory Liens These include tax liens or judgement liens, among others, against a company or an individual to pay a statutory liability. How Are Consensual Liens/Secured Transactions Recorded and Searched in the US? In the US, secured transactions with personal property and/or fixtures as collateral are governed by Article 9 of the Uniform Commercial Code (UCC). Article 9 sets forth the legal rules for creating, perfecting and enforcing security interests in personal property and/or fixtures, which are interests that a lender (secured party) holds in a debtor's assets as collateral for a loan or other obligation. Generally, secured parties file UCC1 “financing statements” to perfect security interests in personal property and/or fixtures and... --- > If you are considering forming a new company in the US, you may know that you need to appoint a registered agent in the US State of formation. If you're forming in the UK, you need to have a registered office in the country of incorporation. However, these two roles are not direct equivalents. - Published: 2024-07-10 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/the-difference-between-us-statutory-registered-agent-and-uk-registered-office/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Pushkala Sivaramakrishnan If you are considering forming a new company in the US, you may know that you need to appoint a registered agent in the US State of formation. If you're forming in the UK, you need to have a registered office in the country of incorporation. However, these two roles are not direct equivalents. What this is: If you are considering forming a new company in the US, you may know that you need to appoint a registered agent in the US State of formation. If you're forming in the UK, you need to have a registered office in the country of incorporation. However, these two roles are not direct equivalents. What this means: There are some crucial differences in their responsibilities, so it's worth knowing what you should expect from your service provider. In this article, we'll dig into when registered agents and registered offices are needed, what clients need to understand about these roles, and what you should consider when appointing them. Read on to find out more. The Role of the US Registered Agent When a company is being formed in the US, most US states (but not all) will require you to name a registered agent. The registered agent's responsibility is to receive any legal notices, summons, complaints, tax notices, etc. , which are sent to the registered agent and forward it to the client. Some US states have different terminology, but largely, the role of the US registered agent is limited to forwarding the service of process to the right contact on record. The Role of the UK Registered Office In the UK, the concept of having a third-party registered office is fairly new. If you're starting a company in the UK, the assumption is that your business is physically located in the United Kingdom, with an address where principal business... --- > There are various reasons why a company in the US might consider using a business alias or assumed name, including to more accurately reflect the goods and services they offer. - Published: 2024-05-22 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/the-fun-of-doing-business-under-a-business-alias-or-assumed-name/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Teri Mayor There are various reasons why a company in the US might consider using a business alias or assumed name, including to more accurately reflect the goods and services they offer. What this is: There are various reasons why a company in the US might consider using a business alias or assumed name, including to more accurately reflect the goods and services they offer. What this means: While there are certainly many good reasons to use an alias, it is also crucial that companies comply with assumed name laws, as not doing so could result in civil or criminal penalties. The term “alias” has interesting connotations, often evoking international espionage or nefarious activities. When people use aliases, we tend to think they are trying to conceal their identity.   For companies, there are several very legitimate reasons to use a business alias or assumed name, also known as a fictitious name or DBA (“Doing Business As”) name. Most of the time, it’s not done to hide who they are but to use a name that is more reflective of the goods or services they are offering.    Depending on the scale of your business, that may be easier explained than done. Let’s say, for example, a corporation or limited liability company (LLC) owns 3 different restaurants, each with its own name. For the entity to operate those restaurants with different names, it would need to register each restaurant as an assumed name of the entity.  However, the process and requirements for registering a DBA vary by state and sometimes county, including registration procedures, renewal needs and potential legal consequences for non-compliance. Proper registration is crucial for legal and operational purposes.   How to... --- > The Delaware Secretary of State is highly efficient, often providing necessary documents for bank accounts, due diligence, and legal opinions within an hour on the same day. However, rush requests may not always be fulfilled. - Published: 2024-05-15 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/why-cant-i-get-a-delaware-certificate-of-good-standing-on-a-rush-basis/ - Resource Types: Blog - Services: Corporate Document Retrieval, US Corporate Services - Authors: Colleen A. DeVries The Delaware Secretary of State is highly efficient, often providing necessary documents for bank accounts, due diligence, and legal opinions within an hour on the same day. However, rush requests may not always be fulfilled. What this is: The Delaware Secretary of State is so efficient that you can frequently obtain required supporting documents for opening bank accounts, due diligence checklists and legal opinions on a same-day basis, often within an hour. However, there are certain situations where you may not be able to get what you need on a rush basis.   What this means: Anyone hoping to obtain an expedited Delaware Certificate of Good Standing should check whether there are filings pending that may cause a delay. Delaware Certificate of Good Standing  Those who work in corporate legal practice areas of law firms or departments in-house in the US generally understand the benefits of forming a business entity in Delaware. This state is known for its modern and flexible corporate laws, highly respected judiciary, business-friendly government, and customer service-oriented efficiencies.   One of the most frequently requested documents from the state of Delaware is the Certificate of Good Standing. This certificate provides evidence that a Delaware company (meaning corporations, limited liability companies, limited partnerships, etc. ) is duly formed, in existence, and has paid all franchise taxes due. Meeting these conditions, the company is considered in good standing in the state of Delaware on the date the certificate is issued.   A Certificate of Good Standing may be required by certain banks to open an account in the US, as a supporting document for entering into a lease, or any number of other time-sensitive matters that are important to operating a business. For financial closings, a Certificate of Good... --- > When a corporation or limited liability company is involved in a transaction, the opinion letter usually makes a representation as to the “existence” or “good standing” of the company, which is why due diligence checklists usually require a Good Standing Certificate from the company’s home state and any state where it is registered to do business. - Published: 2024-05-08 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/what-a-certificate-of-good-standing-in-the-us-does-and-does-not-tell-you/ - Resource Types: Blog - Services: Corporate Document Retrieval, US Corporate Services - Authors: Teri Mayor When a corporation or limited liability company is involved in a transaction, the opinion letter usually makes a representation as to the “existence” or “good standing” of the company, which is why due diligence checklists usually require a Good Standing Certificate from the company’s home state and any state where it is registered to do business. What this is: When a corporation or limited liability company is involved in a US transaction, the opinion letter usually makes a representation as to the “existence” or “good standing” of the company, which is why due diligence checklists usually require a Good Standing Certificate from the company’s home state and any state where it is registered to do business.   What this means: Those who sign off on the opinion letter, as well as those who provide the required documentation, need to keep in mind that all Good Standing Certificates are not equal. Long Form Good Standing vs. Short Form Good Standing Certificate  A long-form Certificate of Good Standing confirms the status of the company and lists all documents on file. Certified copies of those documents are not automatically attached and must be requested with the certificate if they are needed. A standard (sometimes called "short form") Certificate of Good Standing reflects the existence and status of a company but does not list which documents have been filed. A number of states do not issue "Good Standing Certificates" that attest to the status of the company but instead issue certificates that simply certify that the company exists in the state’s records (i. e. Existence or Subsistence Certificates or a Certificate of Fact). It is important to read the certificate you receive to understand what the state is certifying.   Long Form Certificate of Good Standing Not Always Available  There are many states that offer long form certificates for domestic entities, including Delaware,... --- > English law offers unique advantages for international financial transactions. Learn about the benefits, including its global recognition, fairness and party autonomy. - Published: 2024-04-17 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/the-benefits-of-choosing-english-law-in-cross-border-financial-transactions/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan English law offers unique advantages for international financial transactions. Learn about the benefits, including its global recognition, fairness and party autonomy. What this is: An overview of the unique advantages of choosing English law in cross-border business transactions.   What this means: Great Britain may have long lost its formal empire, but the Island’s worldwide influence is still significant in many aspects, including frequently being chosen as the governing law in international transactions. The prominence and global reach of English law, over the years, has been well recognised by the international legal community. English law doesn’t lag far behind New York in terms of its popularity or convenience as an international choice for cross-border financial transactions.   In fact, parties prefer English law to govern their commercial transactions because of the large body of judicial precedents and the consistency and fairness of English courts. English law brings within its scope certain unique advantages.   It’s important to note that, generally speaking, English law is the legal system of England and Wales. Unlike Scotland and Northern Ireland, which maintain their own legal systems, Wales is not a separate jurisdiction within the United Kingdom (UK). English law is based primarily on common law, which is developed by judges sitting in courts and creates binding precedents for future cases.   The Global Reach of English Law At the height of its power in the early 20th century, the British Empire had widespread global reach that extended all the way from Australia and New Zealand to large parts of Africa, Asia and Canada, as well as a number of other Commonwealth nations. As a result, the legal systems of many of these countries... --- > Before establishing operations in Kenya's dynamic market, there are crucial requirements to address, particularly regarding the registration of companies. - Published: 2024-03-27 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/expanding-your-business-into-kenya-a-guide-to-the-registration-of-a-company/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Cahterine Musakali Before establishing operations in Kenya's dynamic market, there are crucial requirements to address, particularly regarding the registration of companies.   What this is: Whether you're a seasoned investor or exploring new horizons, Kenya's thriving business environment welcomes you. What this means: Before establishing operations in this dynamic market, there are crucial requirements to address, particularly regarding the registration of companies. In recent years, investors have increasingly turned their attention to African markets, recognising the untapped potential and the technological advancements that have transformed the world into a global community. Among the many attractive investment destinations on the continent, Kenya stands out due to its strategic geographical location, offering access to East and Central Africa, the Middle East, Asia and parts of Europe. For investors eyeing expansion into the East and Central African regions, Kenya presents promising opportunities. However, before establishing operations in this dynamic market, there are crucial requirements to address, particularly regarding the registration of companies.   The Company: A Legal Entity There are several corporate vehicles through which a business can undertake its activities depending on its needs and objectives. A company is an ideal vehicle for carrying on business due to its separate legal personality which protects shareholders in the event of loss or liability by the company. The principle of separate legal personalities was birthed in the landmark UK company law case of Salomon v Salomon (1897) which established the concept of the corporate veil. Since the company is a separate juristic person from its members/shareholders, it can enter into agreements in its own name and is liable under the agreement thus prohibiting the court from piercing... --- > As a foreign investor looking to set up a company in Germany, there are a number of rules and regulations to address to become fully established. - Published: 2024-03-14 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/how-to-set-up-a-company-in-germany/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Andreas Akhtar As a foreign investor looking to set up a company in Germany, there are a number of rules and regulations to address to become fully established. What This Is: Germany has a strong, dynamic economy and a stable political environment and home to tens of thousands of businesses and is the second-largest exporter in the world. With its international prominence, Germany is an appealing choice for foreign investors eyeing European expansion. What This Means: Setting up a company in Germany requires the understanding of several requirements and restrictions. Talk to an experienced service provider who offers professional assistance to help you efficiently establish a company in Germany. Germany is the largest economy in Europe, which is one of the key reasons why this favoured jurisdiction sees a consistent influx of international investors looking to set up a business. With over 22,000 foreign companies operating in Germany, many investors have realised the benefits of having a base in this part of the European Union (EU).   The legal system that Germany follows is the civil law system and the most popular type of company to establish in this jurisdiction is the GmbH, which is the equivalent of a limited liability company. Limited Liability Companies: GmbH and the Mini-GmbH In principle, there are two types of Limited Liability Companies: the “Gesellschaft mit beschränkter Haftung” (GmbH) and a smaller version, the Unternehmergesellschaft (UG, sometimes also referred to as Mini-GmbH). Whilst both the GmbH and the UG fall under the same law, the primary difference between these two entity types is that the UG requires less of an investment to set-up. The mini-GmbH can be incorporated with a minimum share... --- > If you are looking to set up a company in Canada, to become fully established, you need to consider your company name, taxation, entity type and more. - Published: 2024-03-06 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/how-to-set-up-a-company-in-canada/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Tristan Emrich If you are looking to set up a company in Canada, to become fully established, you need to consider your company name, taxation, entity type and more. What This Is: From its strong economic position and supportive business environment to its excellent international connections and ease of incorporation, Canada is a favourable option for businesses looking to set up or expand internationally. What This Means: Understand some of the primary considerations you need to account for when forming a company in Canada. Canadian Legal System One of the first things to consider when expanding into or setting up a company in any new jurisdiction is the type of legal system followed there. Canada has a mixed legal system and is based on a combination of common law and civil law. Whilst these legal systems coexist, common law is more widespread as it applies throughout Canada in all matters of public law (e. g. criminal law, administrative law) and in all of the provinces and territories except the province of Québec, which uses civil code. Canada operates a federal system in which the legislative powers are divided between the federal government and provincial and territorial governments. The federal government has jurisdiction over matters such as regulation of trade and commerce, criminal law, shipping, fisheries, banking, bankruptcy, patents and immigration. The provincial and territorial governments have jurisdiction over matters including hospitals, education, and property and civil rights. Setting up: Federal vs. Provincial In Canada, you can form a company either in one specific province in the country – if you know that you're going to do business exclusively in that area – or you can set up the company... --- > The ECCTA enhances the regulatory framework against economic crimes and bolsters corporate transparency in the United Kingdom. There will be new reforms being introduced by the 4th of March, 2024. - Published: 2024-02-26 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/eccta-updates-a-closer-look-at-the-first-set-of-companies-house-reforms/ - Resource Types: Blog - Services: UK Corporate Services, UK Legalisation - Authors: Pushkala Sivaramakrishnan The ECCTA enhances the regulatory framework against economic crimes and bolsters corporate transparency in the United Kingdom. There will be new reforms being introduced by the 4th of March, 2024. What this is: ECCTA reforms envisages the biggest overhaul of Companies House (the Registrar) since 1844. The changes under ECCTA will happen in several stages, with the first of those changes introduced on March 4, 2024.   What this means: We have been closely following the updates on this important UK legislation that will impact every company already registered in the UK and anyone who intends to incorporate a new company. Focus on Data Accuracy by Companies House Traditionally, Companies House has been somewhat particular about the timelines for submission of company information but not so much about the accuracy of these submissions. This may have resulted in contradictory, mismatched or even false information making its way to the Registry. We have been told that Companies House records were viewed over 12 billion times by users in the last year alone. Therefore, it is important that the Registry is error-free at all times to support the business community and for law enforcement purposes. To this end, Companies House will turn its attention to querying any data/information in its records that appears to be incorrect. They may also seek supporting evidence for the information provided. They intend to undertake data matching between various records to weed out inconsistencies and false or misleading information. They will also begin stronger checks on the company names. Starting on March 4, 2024, companies can expect to receive queries, challenges, requests for evidence and annotations on incorrect records as Companies House begins to exercise greater powers granted under ECCTA. Registered Office... --- > South Africa is a great destination for businesses looking to set up abroad. Here’s what companies should consider when expanding to this jurisdiction. - Published: 2024-02-21 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/how-to-set-up-a-company-in-south-africa/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Pushkala Sivaramakrishnan South Africa is a great destination for businesses looking to set up abroad. Here’s what companies should consider when expanding to this jurisdiction. Companies looking to expand their reach and set up in other countries often find there are differences between how they are used to doing business and how a new jurisdiction operates. South Africa is one such country that offers great potential for expansion or relocation, but has some rules that need to be considered first. If you do decide to form your next business venture in the country, here are some things to keep in mind. Common Law System One of the first things to consider in any new jurisdiction is the type of legal system followed there. Whilst South Africa is generally considered to be a common law country, it still retains some of its previous Roman-Dutch and other indigenous legal precedents. However, this hybrid style is being phased out somewhat, as a result of successive colonial governance by the Dutch and English. Companies from the U. K. will find the South African legal system relatively familiar overall, with only a few changes to what they are used to – some of which we will discuss below. Private Company Requirements For companies who wish to form a standard private company in South Africa, the requirements are relatively straightforward. It is not necessary to have local directors or local shareholders – they can be from anywhere – there is just a requirement to appoint one director upon company registration. There are no restrictions in terms of shareholders either. However, if appointing foreign shareholders there will be a notation on the... --- > International companies doing business in Singapore may do so as a branch office or a subsidiary company. Here are the key differences between the two. - Published: 2024-02-14 - Modified: 2025-06-20 - URL: https://www.cogencyglobal.co.uk/blog/singapore-subsidiary-vs-singapore-branch-office-key-differences/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Delphine Neo and Milo Qin International companies doing business in Singapore may do so as a branch office or a subsidiary company. Here are the key differences between the two. What this is: A foreign company keen to conduct business in Singapore may choose between 2 major types of legal entities, namely a Singapore branch office or a subsidiary company. What this means: Depending on the type of legal entity, key considerations such as annual compliance requirements and tax treatments may vary significantly. It is, therefore, crucial for foreign enterprises to choose the type of legal entity properly so as to avoid any undesired regulatory or cost issues. Singapore Branch Offices A branch office (BO) is considered an extension of its foreign parent company and hence would be regarded as a non-resident entity. As a result, a BO would be taxed at a higher rate and excluded from some tax exemptions that local companies may enjoy. Each BO must appoint one local resident authorised representative and would be required to lodge its financial statements together with its parent company’s financial statements with the Accounting and Corporate Regulatory Authority (ACRA), the local companies registrar. In practice, a BO is usually used by companies with strong brand reputation so they can easily use it as a business leverage. Subsidiary Companies A subsidiary company (SC) is usually formed as a local private limited company, wholly owned by the parent company as the sole shareholder (usually with its name ending with “Pte. Ltd. ”). Subject to certain tax requirements, a local SC would qualify as a resident entity to be taxed at the corporate tax rate applicable to Singaporean companies. Needless to say, a... --- > Jurisdictions around the world have their own laws surrounding business practices. Here are the key things to consider when expanding internationally. - Published: 2024-02-08 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/what-to-consider-before-expanding-your-business-into-other-international-jurisdictions/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Pushkala Sivaramakrishnan Jurisdictions around the world have their own laws surrounding business practices. Here are the key things to consider when expanding internationally. Expanding your business globally is complicated. Different countries around the world have varying rules for setting up an enterprise and they can be difficult to navigate on your own. This can be even more confusing when areas within those countries have unique regulations of their own, such as the differences between states in the U. S. To anticipate these challenges, there are certain points you should consider when moving your company to another jurisdiction. This article delves into the main things you should look out for. The Type of Legal System in the Jurisdiction The first question you should ask is: what kind of legal system does this particular jurisdiction follow? Is it a civil law jurisdiction? A common law jurisdiction? Civil law is a legal system that originated in Europe and was later adopted by different parts of the world. The distinct feature of the Civil law system is its codification, as opposed to Common law, which is largely uncodified. In the process of selecting an international jurisdiction to do business, due consideration must be given to its legal system, which in turn, influences the ease of setting up and doing business in said jurisdiction. For instance, you could look at Germany and France as comparable countries from the point of view of the legal systems they follow and then decide which country fits better into your business plans. One must also be aware that some countries follow a religious legal system, for example, Islamic Sharia law is followed... --- > Understanding the detailed requirements outlined in this article is crucial for anyone involved in preparing UCC financing statements. Mistakes can lead to rejections or could cause a UCC filing to be deemed seriously misleading and ineffective by a court. - Published: 2024-01-31 - Modified: 2025-06-20 - URL: https://www.cogencyglobal.co.uk/blog/ucc-financing-statements-11-mistakes-to-avoid/ - Resource Types: Blog - Services: Due Diligence Services, US Corporate Services - Authors: Despina Shields Understanding the detailed requirements outlined in this article is crucial for anyone involved in preparing UCC financing statements. Mistakes can lead to rejections or could cause a UCC filing to be deemed seriously misleading and ineffective by a court. What this is: This article highlights 11 common errors on Uniform Commercial Code (UCC) financing statements and how to avoid them, emphasizing the critical importance of accuracy in the debtor's name and other key details in the United States. What this means: Understanding the detailed requirements outlined in this article is crucial for anyone involved in preparing UCC financing statements. Mistakes can lead to rejections or could cause a UCC filing to be deemed seriously misleading and ineffective by a court, jeopardizing the lender's secured interest. The article serves as a reminder that accuracy in preparing filings is not just procedural but can have significant legal implications.   Even what seems like a minor error on your UCC filings can result in rejection or a filed UCC that could be deemed seriously misleading as defined in Section 9-506 after filing. Either of these situations can negatively affect the priority of the lender’s security interest. However, not all mistakes are created equal. Some are more damaging than others, which is why we’ve put together a list of the top 11 mistakes we see on UCC filings so you can prepare UCC financing statements without making the same or similar errors. Avoid the pitfalls below, and you’ll reduce the risk of your filing being rejected or filing a UCC that may be deemed seriously misleading and, therefore, ineffective later.   1. Failure to Indicate the Correct Name of the Debtor in the Debtor Name Field(s) We still see UCC filings prepared with the entity name followed by “a Delaware Limited Liability Company” or... --- > UK Limited Partnerships (UKLPs) are one of the key areas where legislative reforms have been introduced under The Economic Crime and Corporate Transparency Act (ECCTA), 2023. - Published: 2024-01-12 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/eccta-updates-uk-limited-partnerships-reform/ - Resource Types: Blog - Services: UK Corporate Services, UK Legalisation - Authors: Pushkala Sivaramakrishnan UK Limited Partnerships (UKLPs) are one of the key areas where legislative reforms have been introduced under The Economic Crime and Corporate Transparency Act (ECCTA), 2023. What this is: UK Limited Partnerships (UKLPs) are one of the key areas where legislative reforms have been introduced under The Economic Crime and Corporate Transparency Act (ECCTA), 2023. The Limited Partnerships Act 1907 is being revamped to prevent its misuse. What this means: ECCTA finds it necessary to bring in changes to the Limited Partnerships Act 1907 to increase accountability and transparency of these business structures. Overview of Limited Partnerships in the United Kingdom In the UK, Limited Partnerships (UKLPs) are governed by the Limited Partnerships Act 1907, which is comprised of general partners and limited partners. The general partners have the responsibility of managing the business of said UKLP and their liability is unlimited. The limited partners contribute funds to the partnership and their liability is limited to the amount contributed, however, generally speaking, they do not have any control over the business. Limited and general partners could be individuals or legal entities. There is an important distinction between Scottish LPs and the ones formed in rest of the UK (England, Wales and Northern Ireland). Scottish LPs have a legal personality that is separate to its partners. This means that Scottish LPs can hold assets or enter into contracts in their own right. ECCTA Reforms for UK Limited Partnerships UKLPs are one of the key areas where legislative reforms have been introduced under ECCTA. The Limited Partnerships Act 1907, which is over 100 years old, is being revamped to prevent its misuse. While UKLPs have been used as... --- > Read about the upcoming reforms by the Companies House as part of the Economic Crime and Corporate Transparency Act (ECCTA), focusing on the enhanced role of the Companies House in ensuring accuracy and legality in UK entity data, imposing stricter registered office requirements, augmenting the Registrar's powers, and introducing digital ID verification for company associates. - Published: 2023-12-13 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/eccta-updates-companies-house-reforms/ - Resource Types: Blog - Services: UK Corporate Services, UK Legalisation - Authors: Pushkala Sivaramakrishnan Read about the upcoming reforms by the Companies House as part of the Economic Crime and Corporate Transparency Act (ECCTA), focusing on the enhanced role of the Companies House in ensuring accuracy and legality in UK entity data, imposing stricter registered office requirements, augmenting the Registrar's powers, and introducing digital ID verification for company associates. What this is: Read about the recent reforms by Companies House as part of the Economic Crime and Corporate Transparency Act (ECCTA), focusing on the enhanced role of Companies House in ensuring accuracy and legality in UK entity data, imposing stricter registered office requirements, augmenting the Registrar's powers and introducing digital ID verification for company associates. What this means: For UK entities, these changes mean a substantial shift towards more rigorous compliance measures. The reforms aim to improve transparency and prevent misuse of corporate structures, with a balance between open access to information and personal data protection. As a result, companies should anticipate stricter regulations, potential fee increases and a need to update their processes in line with the new requirements. We have been closely following the landmark changes introduced by ECCTA that received the royal assent on October 26, 2023. As one would expect, Companies House is gearing up to play a more significant role in fulfilling the objectives outlined in ECCTA, namely tackling economic crime and supporting economic growth and transparency. This article focuses on the changes that Companies House will introduce in the coming months that all entities will be expected to comply with. Gatekeeper of Entity Data Companies House, as we all know, has traditionally been the custodian of entity information in the UK. However, the quality of that data is only as good as what the entities themselves furnish to Companies House from time to time. In order to improve the quality and accuracy of... --- > An overview of the newly introduced Economic Crime and Corporate Transparency Act, 2023 (ECCTA), which enhances the regulatory framework against economic crimes and bolsters corporate transparency in the United Kingdom. - Published: 2023-12-11 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/overview-of-the-economic-crime-and-corporate-transparency-act-2023-eccta/ - Resource Types: Blog - Services: UK Corporate Services, UK Legalisation - Authors: Pushkala Sivaramakrishnan An overview of the newly introduced Economic Crime and Corporate Transparency Act, 2023 (ECCTA), which enhances the regulatory framework against economic crimes and bolsters corporate transparency in the United Kingdom. What this is: An overview of the newly introduced Economic Crime and Corporate Transparency Act, 2023 (ECCTA), which enhances the regulatory framework against economic crimes and bolsters corporate transparency in the United Kingdom. What this means: The ECCTA empowers Companies House with greater oversight of company information, enforces stricter identification measures for directors and significant persons and heightens accountability for larger organizations. The Act also introduces reforms in the operation of UK Limited Partnerships and strengthens regulations around the misuse of cryptocurrencies. On October 26, 2023, the much anticipated and much deliberated Economic Crime and Corporate Transparency Act, 2023 (ECCTA) received its Royal Assent. This follows another important legislation which was passed in August 2022, The Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA), both focusing on prevention of economic crimes and improving Corporate Transparency in the UK. Companies House as a Gatekeeper Among other things, the ECCTA grants unprecedented powers to Companies House as a regulator and a gatekeeper of UK registered companies/partnerships and their information. Following this, we can expect a series of reforms from Companies House, some will be early-stage reforms and others will require secondary legislation (or system changes) to be implemented. Starting in 2024, we can expect more queries from Companies House on documents/information submitted to them. Companies House will have the power to scrutinise and reject information that seems incorrect or inconsistent with information already on the register. In some cases, they will be able to remove information already registered. There will be stronger... --- > There are still many questions regarding FinCEN and the Corporate Transparency Act. Our in-house thought leader, Pia Angelikis, Esq. tries to sort out some of the most important ones.    - Published: 2023-12-07 - Modified: 2025-06-20 - URL: https://www.cogencyglobal.co.uk/blog/asked-and-answered-more-questions-about-the-corporate-transparency-act/ - Resource Types: Blog - Services: Compliance Services, US Corporate Services - Authors: Pia Angelikis, Esq. There are still many questions regarding FinCEN and the Corporate Transparency Act. Our in-house thought leader, Pia Angelikis, Esq. tries to sort out some of the most important ones. What this is: There are still many questions regarding FinCEN and the Corporate Transparency Act. Our in-house thought leader, Pia Angelikis, Esq. tries to sort out some of the most important ones.      What this means: With the CTA ready for implementation on January 1, 2024, you might still wonder about some of the Act’s nuances. Let’s take a look at additional questions and answers surrounding the CTA. What is the Corporate Transparency Act?   The Corporate Transparency Act (CTA), a pivotal piece of legislation aimed at enhancing corporate transparency in the United States, is set to bring about significant changes for businesses beginning in 2024. This act, signed into law as part of the National Defense Authorization Act for Fiscal Year 2021, seeks to combat money laundering, tax evasion and other illicit financial activities by mandating the disclosure of Beneficial Ownership Information. Under the CTA, many businesses will be required to provide detailed information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), an agency of the US Department of the Treasury. The stated intent of the CTA is to combat financial crimes and promote transparency. Questions and Answers  1. What are law firms planning regarding “company applicants” and “FinCEN Identifiers”? Will they require their attorneys and paralegals to obtain FinCEN identifiers?  Law firms are at different stages of adapting to the CTA. Some have already established guidelines, while others are still in the decision-making process. The approach varies widely among firms.    2. Can a “Reporting Company” file... --- > If you are thinking of doing business in Ireland, what criteria should you analyse when selecting your next jurisdiction? This article discusses a couple of important updates applicable to Irish companies. - Published: 2023-11-30 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/global-business-expansion-doing-business-in-ireland/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Pushkala Sivaramakrishnan If you are thinking of doing business in Ireland, what criteria should you analyse when selecting your next jurisdiction? This article discusses a couple of important updates applicable to Irish companies. What this is: If you are thinking of doing business in Ireland, what criteria should you analyse when selecting your next jurisdiction? This article discusses a couple of important updates applicable to Irish companies. What this means: You should remain updated on the shifting landscape if you're thinking of doing business in Ireland. It is very evident from the recent changes that it is no longer possible to run a business in Ireland as an anonymous or unidentified person. Ireland is still considered one of the most favourable jurisdictions to do business in the European Union (EU).  It is important, however, for legal entities incorporated in Ireland to be aware of the changing regulatory landscape to remain compliant at all times. Beneficial Ownership Registration Back in 2019, Ireland established a Central Register of Beneficial Owners (RBO) following the EU Fourth Anti-Money Laundering Directive that required all member states to obtain and hold beneficial ownership information of its corporate and legal entities. The RBO holds statutory information of natural persons who are the beneficial owners/controllers of corporate and legal entities, including details of the beneficial interests held by them. RBO began accepting these filings from legal entities from June 2019 and all existing companies were given 5 months to submit this information. The launch for RBO was somewhat delayed because of concerns around protecting personal information as envisaged under the General Data Protection Regulation (GDPR). RBO is, however, still open for filing from entities that are yet to comply with these requirements. Non-compliance of these requirements is an offense... --- > When planning to use a series LLC structure in the domestic state, it’s important to consider where else the company and the individual series cells may wish to operate as not all states have statutes allowing for series LLCs to qualify to do business. - Published: 2023-11-23 - Modified: 2025-06-20 - URL: https://www.cogencyglobal.co.uk/blog/http-www-cogencyglobal-com-en-gb-blog-qualification-of-series-llcs-to-do-business-in-another-us-state/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Teri Mayor When planning to use a series LLC structure in the domestic state, it’s important to consider where else the company and the individual series cells may wish to operate as not all states have statutes allowing for series LLCs to qualify to do business. What this is: Much variation exists between US states when it comes to registering foreign series LLCs as a foreign company.   What this means: When planning to use a series LLC structure in the domestic state, it’s important to consider where else the company and the individual series cells may wish to operate as not all states have statutes allowing for series LLCs to qualify to do business.   Twenty-one US states now allow for the establishment of series LLCs, a unique structure that allows an LLC to create separate series that have separate members and managers, maintain separate assets and pursue separate business purposes and objectives from the LLC that created them (the master LLC) and other series of the LLC.   Most importantly, the series is not liable for the debts and obligations of the master LLC or the other series (likewise, the master LLC is not liable for the debts and obligations of the series) if certain criteria are met. (For more information about series LLCs, see our companion article, Registered Series LLCs in Delaware. )  Applying for Authority: Navigating State Laws  As series LLCs become more popular, the need to qualify either the master LLC or the individual series cell to do business in another state is more likely to occur. The differences among state laws regarding the formation and registration of series LLCs can greatly impact not only the procedures for doing so but also potential risks to the company.   Variations seen in state laws when it comes to... --- > Delaware was an early adopter of laws allowing LLCs to establish independent series, and today 21 states have laws that also allow their creation. - Published: 2023-11-15 - Modified: 2025-06-20 - URL: https://www.cogencyglobal.co.uk/blog/registered-series-llcs-in-delaware/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Teri Mayor Delaware was an early adopter of laws allowing LLCs to establish independent series, and today 21 states have laws that also allow their creation. What this is: Delaware was an early adopter of laws allowing LLCs to establish independent series, and today 21 US states have laws that also allow their creation.    What this means: While the laws in each state vary from Delaware and each other, there are many similarities. Basic knowledge of how series LLCs work in Delaware provides a framework for understanding them in the other states.   What is a Series LLC?   A series LLC allows a company to create distinct vehicles for managing different assets, while eliminating the administrative obligations that come with maintaining separate LLC companies.   Under Delaware law, an LLC can create separate series that can have separate members and managers, maintain separate assets and pursue separate business purposes and objectives from the LLC that created them (the master LLC) and other series of the LLC.   Most importantly, the series is not liable for the debts and obligations of the master LLC or the other series (likewise, the master LLC is not liable for the debts and obligations of the series) so long as the LLC meets 3 key criteria:  The assets and financial records of the series are maintained separately. The LLC’s Certificate of Formation states that the liability of the series is limited.  (Note: the series do not have to be created at the time of the LLC’s formation. ) The LLC agreement similarly states that the liability of the series is limited.   Protected Series and Registered Series  Effective August 2019, Delaware... --- > Yes, it is that time of year again. Merger agreements are being drafted and finalized in preparation for the year’s end, and it is highly likely that one (or all) of the companies will be a Delaware domestic corporation. - Published: 2023-11-08 - Modified: 2025-06-20 - URL: https://www.cogencyglobal.co.uk/blog/year-end-checklist-for-mergers-or-consolidations-of-delaware-corporations/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Teri Mayor Yes, it is that time of year again. Merger agreements are being drafted and finalized in preparation for the year’s end, and it is highly likely that one (or all) of the companies will be a Delaware domestic corporation. What this is: These handy checklists will help ensure all required provisions are included when you are drafting merger documents to file in Delaware.   What this means: Merger documents can be complicated. This article can help you avoid rejection and ensure the merger is filed in a timely manner. Yes, it is that time of year again. Merger agreements are being drafted and finalized in preparation for the year’s end, and it is highly likely that one (or all) of the companies will be a Delaware domestic corporation.   A quick refresh on Delaware’s filing guidelines for mergers, acquisitions and consolidations couldn’t hurt as you prepare documents for submission to the Delaware Division of Corporations.   Merger or Consolidation of Domestic Corporations  Your domestic corporation merger or consolidation filing should contain:  The names of the corporations.   The name of the surviving corporation. Statement that the Agreement of Merger has been approved, adopted, executed and acknowledged by each of the constituent corporations, in accordance with Section 251 of the Delaware Code. Any amendments required to the Certificate of Incorporation for the surviving corporation. If you are filing a consolidation, rather than a merger, attach a Certificate of Incorporation for the new entity being created. If there are no amendments for a Delaware survivor, include a statement that the Certificate of Incorporation of the surviving corporation will be its Certificate of Incorporation. (You cannot use the Certificate of Incorporation of the non-survivor. ) Statement that the Agreement of Merger is on file at an office of the surviving corporation,... --- > The Corporate Transparency Act is a US law aimed at preventing criminals from using business entities to commit crimes. - Published: 2023-11-01 - Modified: 2025-06-20 - URL: https://www.cogencyglobal.co.uk/blog/10-frequently-asked-questions-about-the-corporate-transparency-act-in-the-us/ - Resource Types: Blog - Services: Compliance Services, US Corporate Services - Authors: Pia Angelikis, Esq. The Corporate Transparency Act is a US law aimed at preventing criminals from using business entities to commit crimes. What this is: The Corporate Transparency Act is a US law aimed at preventing criminals from using business entities to commit crimes. The goal of the CTA, along with its enforcement guidelines, is to supply vital data to law enforcement, national security organizations and other parties in order to thwart criminals, terrorists, weapons proliferators and unscrupulous oligarchs from concealing illegal funds or assets within the United States. What this means: There are many nuances to the law. Let’s answer some of the basic questions many of you have about what this is, what it does and what it means to you and your business.   What this is: The Corporate Transparency Act is a US law aimed at preventing criminals from using business entities to commit crimes. The goal of the CTA, along with its enforcement guidelines, is to supply vital data to law enforcement, national security organizations and other parties in order to thwart criminals, terrorists, weapons proliferators and unscrupulous oligarchs from concealing illegal funds or assets within the United States. What this means: There are many nuances to the law. Let’s answer some of the basic questions many of you have about what this is, what it does and what it means to you and your business.   1. What is the Corporate Transparency Act?   The Corporate Transparency Act (CTA) was passed into law in the US on January 1, 2021, after 13 years in the making. The CTA creates beneficial ownership disclosure requirements aimed to prevent criminals from using... --- > Doing business under another name comes with a great many rules, requirements and renewal dates to track and manage. - Published: 2023-10-25 - Modified: 2025-06-20 - URL: https://www.cogencyglobal.co.uk/blog/doing-business-under-a-different-name-fictitious-and-assumed-name-registration-in-the-us/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Teri Mayor Doing business under another name comes with a great many rules, requirements and renewal dates to track and manage. What this is: Assumed name registration (which can include DBA filings, trade name and fictitious name registration) establishes the use of a name and, in many US states, prevents other entities from registering the same or similar name.    What this means: Doing business under another name comes with a great many rules, requirements and renewal dates to track and manage. It’s important to be knowledgeable and aware of all the nuances.   A key question that comes up for many brides-to-be is the decision to take her husband’s name and make the necessary changes to her social security card, driver’s licence, etc. For me, the decision was an easy one. My maiden name, Bacon, had been the source of lots of jokes as I grew up, so I didn’t have a lot of regrets leaving all those “original” and “witty” remarks behind.  Like individuals, business entities can have good reasons for doing business under another name.   Why Do Business Under Another Name?   Registered companies like corporations, limited liability companies or limited partnerships often do business under another name for one of 2 common reasons:  Registering to do business in another state as a foreign entity but the true name does not meet the requirements of that state. Most commonly, an entity’s true name is not available, and a different (and available) name is chosen to use in that state instead. Sometimes the name is available but doesn’t meet the requirements for other reasons. Perhaps it lacks a required... --- > When you’re managing the closing of a complex financing transaction like that of a commercial mortgage-backed security, a detail-oriented checklist is your best friend. - Published: 2023-10-18 - Modified: 2025-06-20 - URL: https://www.cogencyglobal.co.uk/blog/commercial-mortgage-backed-securities-transactions/ - Resource Types: Blog - Services: Process Agent - Authors: Colleen A. DeVries When you’re managing the closing of a complex financing transaction like that of a commercial mortgage-backed security, a detail-oriented checklist is your best friend. What this is: When you’re managing the closing of a complex financing transaction like that of a commercial mortgage-backed security, a detail-oriented checklist is your best friend.   What this means: We’ll provide you a sample checklist, and walk through some of the steps needed, including appointing a process agent, to create a useful and organised method for closings. Checklists are used by so many people every day to manage tasks, both personal and professional. Atul Gawande, author of The Checklist Manifesto: How to Get Things Right, highlights the power of checklists as written guides that walk us through the key steps of any complex procedure or transaction. Doctors, pilots and attorneys have historically used detailed checklists to ensure that even the smallest action items are accounted for and that the responsible party is identified.   “Under conditions of complexity, not only are checklists a help, they are required for success" - Atul Gawande  Across my experience working at a law firm, in-house at a publicly traded company and now at a service company, checklists have long been integral in managing projects. As you can imagine, the quote above from Mr. Gawande resonates deeply with me – especially when it comes to closing checklists for transactions.   Why Use a Closing Checklist?   A closing checklist for a merger or commercial finance transaction can sometimes far exceed 20 pages. Working as a paralegal at a law firm or member of the legal team at a company, managing the items and documents on one of those... --- > There are many considerations when entering into a contract, especially for commercial financial transactions that can involve multiple parties from different states in the US or from different countries. - Published: 2023-10-11 - Modified: 2025-06-20 - URL: https://www.cogencyglobal.co.uk/blog/process-agent-appointment-choice-of-law-in-multiple-jurisdictions/ - Resource Types: Blog - Services: Process Agent - Authors: Colleen A. DeVries There are many considerations when entering into a contract, especially for commercial financial transactions that can involve multiple parties from different states in the US or from different countries. What this is: It is important to understand how the terms of the agreements and jurisdictional disputes will be handled in commercial financing transactions. It is equally important to know the role of the process agent named in the finance agreements. What this means: Doing business in one country and handling your legal issues in another is tricky to navigate. Find out about governing law and forum selection clauses in this article. There are many considerations when entering into a contract, especially for commercial financial transactions that can involve multiple parties from different states in the US or from different countries.   Each party will have uniquely different bodies of law and precedent governing those commercial transactions and, while negotiations may be friendly at the start, it's important that the contract contain provisions to protect each party. This includes identifying which jurisdiction will be designated if there is a dispute.    For example, in a large commercial financing transaction, the borrower could be in Brazil and the syndicate of lenders could be banks located in New York and England. Which law is controlling in the event of a dispute? All 3 jurisdictions have different laws, penalties and degrees of predictability on the outcome of enforceability of decisions. The same question applies to large, US-based commercial transactions with parties in different states. International or domestic, it’s critical to set out in advance which law will govern a lawsuit for any wronged parties in the transaction.   Governing Law and Forum Selection Clauses  The choice of law jurisdiction... --- > You should never underestimate the need for diligent practices in contract drafting, especially regarding arbitration clauses and notification processes. - Published: 2023-10-04 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/do-i-need-a-process-agent-even-if-my-contract-includes-an-arbitration-clause/ - Resource Types: Blog - Services: Process Agent - Authors: Rafael Pereira You should never underestimate the need for diligent practices in contract drafting, especially regarding arbitration clauses and notification processes. What this is: Let's navigate the complexities of international arbitration and explore key elements such as the enforceability of arbitration awards, interpretation of "adequate notice" and the role of a process agent in such scenarios.   What this means: You should never underestimate the need for diligent practices in contract drafting, especially regarding arbitration clauses and notification processes. It is also important to consider the crucial role a process agent can play in ensuring a smoother arbitration process, promoting legal certainty and maintaining compliance in cross-border financial transactions. Imagine the following scenario: ABC Project Developer S. A. , a South American company, signs a loan agreement with Great People’s Bank, an American financial institution, for a principal amount of US $10 million for a 5-year term. New York was the governing law of the contract designated by the parties.  2 years later, the company finds itself in financial difficulty and is unable to make the agreed-to principal and interest payments and ends up defaulting.   In the normal course of events, the bank would sue the company in a New York court to recover the money owed. In our scenario, however, the contract included an arbitration clause, stipulating that the arbitration award will be final and binding and cannot be appealed to a court.   If the bank wants to commence arbitration proceedings, how can it make sure the company is properly notified, and that arbitration will result in an enforceable order?   Important Treaties Addressing Enforceability of Arbitration Awards  So far, 172 countries have ratified... --- > New guidelines have been posted for the annual updating requirements for overseas entities. Ensure you comply with these new rules, as failure to do so could be costly. - Published: 2023-09-27 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/updating-the-beneficial-ownership-information-in-the-register-of-overseas-entities/ - Resource Types: Blog - Services: UK Corporate Services, UK Legalisation - Authors: Pushkala Sivaramakrishnan New guidelines have been posted for the annual updating requirements for overseas entities. Ensure you comply with these new rules, as failure to do so could be costly. What this is: On August 2, 2023, there were updates to the Economic Crime and Transparency Act and the Register of Overseas Entities (RoE) from the UK Companies House. What this means: New guidelines have been posted for the annual updating requirements for overseas entities. Ensure you comply with these new rules, as failure to do so could be costly. Summary of Changes:  Overseas entities must file yearly updates File an update even without ownership changes Failure to file an update leads to penalties Updates are due within a year with a 14-day submission window Provide info for new beneficial owners Verification checks are required for new owners Report if anyone ceases being a beneficial owner In our last blog article on the subject, 5 Important Questions About New UK Requirements for Overseas Entities in the UK, we discussed the implementation of the new Economic Crime and Transparency Act and the setting up of a new RoE by the UK Companies House. We also discussed the effective date of this legislation, the applicability, the relevant information of beneficial owners of overseas entities required to be furnished, the manner of verification and submission and the requirement to update the information submitted annually. As intended in the regulation, the HMRC Land Registry has since put in place measures to prevent registration/disposition/lease/transfers of UK property to or by overseas entities unless they have complied with the RoE registration requirements. It is time to update the information of beneficial owners submitted to the Companies House for initial registration in the RoE. On August 2, 2023,... --- > Can “representation and warranty” provisions in acquisition agreements be an acceptable substitute for conducting intellectual property due diligence (IPDD)? - Published: 2023-09-21 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/intellectual-property-due-diligence-are-the-sellers-representations-and-warranties-an-acceptable-substitute/ - Resource Types: Blog - Services: Due Diligence Services, US Corporate Services - Authors: Bruce S. Gallo, Esq. Can “representation and warranty” provisions in acquisition agreements be an acceptable substitute for conducting intellectual property due diligence (IPDD)? What This Is – Intellectual property due diligence in the US is the thorough, systematic review of the IP owned and used by an entity involved in a transaction. What This Means – Conducting proper due diligence is vital to avoid risky business. An experienced Registered agent must ensure your pre-closing process before entering into an agreement.   A question arose recently that I believe merits further and wider discussion: Can “representation and warranty” provisions in acquisition agreements be an acceptable substitute for conducting intellectual property due diligence (IPDD)? This question was originally asked in a past webinar, but we wanted to give it some serious and public thought as other legal professionals may have pondered the same thing. In a transaction, IPDD and representation/warranty provisions are often complementary components of risk management.  As important as they are, representations and warranties are not a substitute for IPDD – especially when the IP is essential to the deal.  “Representations and warranties are not a substitute for IPDD – especially when the IP is essential to the deal. “ The Role of IPDD in a Transaction Intellectual property due diligence is the thorough, systematic review of the IP owned and used by an entity involved in a transaction in order to determine the value of the IP being acquired or financed and any risks that may be associated with that IP. The three operative words in this definition are ‘owned’, ‘value’ and ‘risks’. When IP is a fundamental aspect of a transaction, IP due diligence is... --- > Parties to commercial financial transactions are often from different countries, with each country having uniquely different bodies of law and precedent governing commercial transactions. Such cross-border transactions may require the appointment of an international process agent. - Published: 2023-09-13 - Modified: 2025-06-06 - URL: https://www.cogencyglobal.co.uk/blog/appointing-a-process-agent-in-cross-border-transactions/ - Resource Types: Blog - Services: Process Agent - Authors: Colleen A. DeVries Parties to commercial financial transactions are often from different countries, with each country having uniquely different bodies of law and precedent governing commercial transactions. Such cross-border transactions may require the appointment of an international process agent. What This Is - There are many reasons why a process agent is required in a cross-border transaction as they serve as a point of contact in the jurisdiction where the parties may not have a presence so that legal process arising out of the transaction’s operative agreements may be served.   What This Means - Certain situations in a cross-border transaction may require a process agent and once the jurisdictions for your transaction are known, it is helpful to work with a reputable process agent. Parties to commercial financial transactions are often from different countries, with each country having uniquely different bodies of law and precedent governing commercial transactions. Such cross-border transactions may require the appointment of an international process agent. The process agent (which also may be referred to as agent for service or contract agent) serves as a point of contact in the jurisdiction where the parties may not have a presence so that legal process arising out of the transaction’s operative agreements may be served. The jurisdiction is negotiated by the parties and can vary depending upon each party’s country of origin and the location of assets being pledged as collateral. New York and the United Kingdom are often common choices due to each jurisdiction’s recognised body of commercial law and established precedent in large financial transactions. The choice of either New York or English law can provide a degree of predictability, fairness, neutrality and justice for the resolution of any potential dispute. In a cross-border transaction, the main... --- > If you’ve ever prepared and filed a large number of documents on behalf of your company with the Secretary of State, chances are you’ve wished that there was a way to avoid all the various required signatures. - Published: 2023-09-06 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/7-tips-for-using-a-limited-power-of-attorney/ - Resource Types: Blog - Services: Registered Agent and Registered Office, US Company Formation, US Corporate Services - Authors: Sean Honan If you’ve ever prepared and filed a large number of documents on behalf of your company with the Secretary of State, chances are you’ve wished that there was a way to avoid all the various required signatures. What This Is - A limited Power of Attorney (POA) is authorised to sign documents on behalf of your company in the US. What This Means - Filing a large number of documents with various signatures on behalf of your company can be avoided with a limited POA.   If you’ve ever prepared and filed a large number of documents on behalf of your company with the Secretary of State, chances are you’ve wished that there was a way to avoid all the various required signatures. Fortunately, there may be a tool that can help streamline the process. A Limited Power of Attorney (POA) provides the authority for the filer to sign documents as if he or she were the required authorised signer, be it officers for corporations, members or managers for LLCs or general partners for limited partnerships. Generally speaking, a Limited POA is best used for larger filing projects (e. g. , a Change of Agent filing) where there is a specific activity during a limited time period. Here are some helpful tips for using a Limited POA granting authority to a filer to sign documents on behalf of your company: The Limited POA document must be signed by an authorised person on behalf of the company AND it must be notarised. An addendum can be attached to list multiple entities governed by the same authorised signer under the terms of the Limited POA. Many states may only require the signature of an “Authorised Person”, but other states may require an individual who holds... --- > Not sure whether you are appointing (or have appointed) a commercial or noncommercial registered agent? Secretaries of State often provide a list of commercial registered agents on their websites—and you can always confirm with the agent directly. - Published: 2023-08-30 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/commercial-vs-noncommercial-us-registered-agents-why-you-need-to-get-it-right/ - Resource Types: Blog - Services: Registered Agent and Registered Office, US Company Formation, US Corporate Services - Authors: Andrew Lundgren Not sure whether you are appointing (or have appointed) a commercial or noncommercial registered agent? Secretaries of State often provide a list of commercial registered agents on their websites—and you can always confirm with the agent directly.   What This Is - The Model Registered Agents Act (MoRAA) 2006 law streamlines entity formation and management. MoRAA is where the distinction between commercial registered agent and noncommercial agent was formally established in the US. What This Means - There are differences between a commercial registered agent and noncommercial agent that you must remember when appointing one.   When completing business entity filings with a Secretary of State in the US, a filer is often required to provide the name and address of a registered agent or agent for service of process. Some states will ask if this is a commercial or noncommercial agent, which impacts how the filing is completed. In some states, when appointing a commercial registered agent, the filer does not have to provide an address, however, if the agent is a noncommercial agent, an address is always required.  Why do we have these two agent types, and why are these distinctions important to you as a filer? The Model Registered Agents Act (MoRAA) The Model Registered Agents Act (MoRAA), effective 2006, was a joint effort between the American Bar Association (ABA) and the International Association of Commercial Administrators (IACA) to standardise business entity laws and streamline entity formation and management. MoRAA is where the distinction between commercial registered agent and noncommercial agent was formally established. What is a Commercial Registered Agent? According to MoRAA, a commercial registered agent is an individual or entity (domestic or foreign) that has filed a commercial registered agent listing statement with the... --- > New York is routinely the first choice of governing law for cross-border transactions, especially in the Americas. Why is this and why would this be the case even when the parties involved have little or no nexus to New York? - Published: 2023-08-23 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/why-choose-new-york-governing-law-in-commercial-real-estate-transactions/ - Resource Types: Blog - Services: Process Agent - Authors: Richard Arthur New York is routinely the first choice of governing law for cross-border transactions, especially in the Americas. Why is this and why would this be the case even when the parties involved have little or no nexus to New York? What This Is – New York is typically the first choice for cross-border transactions. New York courts have interpreted and developed a body of case law that has addressed many of the most sophisticated commercial transactions. What This Means – Many cross-border transactions require a process agent. If you choose New York as governing law for your commercial real estate transactions, you'll often be required to appoint a process agent. Commercial real estate financing transactions, typically requiring the appointment of a process agent, are often governed by New York law for a reason. In my professional experience, New York is routinely the first choice of governing law for cross-border transactions, especially in the Americas. This is no accident and may be even more predictable than the sunshine in Los Angeles (where I live); the consistency with which New York contract law is applied is remarkable. Further, many domestic commercial agreements are governed by New York law as well. Within the domestic sphere, commercial real estate transactions are no exception to this standard. Whether your current deal is structured as commercial mortgage-backed securities, mezzanine, or tenancy in common financing, there’s a high likelihood that the governing law buried in the miscellaneous provisions of your agreements will be New York. Why is this and why would this be the case even when the parties involved have little or no nexus to New York? History Matters New York courts have interpreted and developed a body of case law that has addressed many of... --- > There is a reason you are constantly asked to update your address information when filling out forms, applications or when maintaining an ongoing relationship with a business provider. - Published: 2023-08-16 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/avoid-big-problems-keep-contact-information-current-with-your-us-registered-agent/ - Resource Types: Blog - Services: Registered Agent and Registered Office, US Company Formation, US Corporate Services - Authors: Colleen A. DeVries There is a reason you are constantly asked to update your address information when filling out forms, applications or when maintaining an ongoing relationship with a business provider. What this is – There is a reason you are constantly asked to update your address information when filling out forms, applications or when maintaining an ongoing relationship with a business provider. If your information isn’t current, the communication lines break down, and time sensitive documents or information may go to the wrong place – at the wrong time. What this means – This is especially important for registered agents in the United States, who handle time sensitive legal documents and official state notifications. You certainly don’t want that information going to an outdated address or the wrong contact at your company. How many times have you completed forms to update your contact information at your doctor’s office or when the new school year begins only to mumble under your breath, "Don't they already have this information? " Actually, there is a method to this madness. Doctor’s offices and schools want to be certain that they have the current emergency contacts in their records to ensure proper and prompt communication.  When you name a registered agent, it’s equally important that they have up-to-date contact information to ensure that you receive time-sensitive documentation and notices as quickly as possible. Below is a brief description of the categories of contacts registered agents require, the frequently designated contacts for each category and potential consequences if the contact information is incorrect. Service of Process Contact Registered Agent Role To receive and forward legal documents, such as notice of a lawsuit in the form of a Summons &... --- > If you need a registered agent, there are definitely pluses and pitfalls to maintaining a professional relationship. These are some of the most important things to look for. - Published: 2023-08-09 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/the-dos-and-donts-of-working-with-a-registered-agent-in-the-us/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Krystal Beckner If you need a registered agent, there are definitely pluses and pitfalls to maintaining a professional relationship. These are some of the most important things to look for. What this is – A registered agent isn’t just a perk – it’s a mandate by the state in most cases. But you can’t hire just anyone to perform this service. What this means – If you need a registered agent in the US, there are definitely pluses and pitfalls to maintaining a professional relationship. These are some of the most important things to look for. A registered agent is a business or individual designated to receive and forward legal documents such as Service of Process or notices from the state. The purpose of the registered agent is to provide a legal address where someone will be available during normal business hours to receive these notices and documents. Unlike some other responsibilities, in most jurisdictions in the United States, this is not a “nice to have”, but is a mandate by the state in which the entity is doing business. Failure to maintain a registered agent can have a negative impact on the business, including penalties or even revocation of the company’s authority to do business in the state in some cases. While some businesses opt to have an officer or employee serve as the registered agent, many choose to designate a company that specialises in providing registered agent services. This choice may be especially beneficial when the company is doing business in several states and is not able to ensure that staff in a particular location will always be available during normal business hours to receive these documents. But what are the... --- > Some financial transactions may require the appointment of a process agent, especially if the transaction includes a commercial bank or another specified lender, a sovereign state or companies conducting business globally. The process agent serves as a point of contact in the jurisdiction where the parties may not have a presence. - Published: 2023-08-02 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/why-you-might-need-a-process-agent-outside-of-new-york-or-london/ - Resource Types: Blog - Services: Process Agent - Authors: Colleen A. DeVries Some financial transactions may require the appointment of a process agent, especially if the transaction includes a commercial bank or another specified lender, a sovereign state or companies conducting business globally. The process agent serves as a point of contact in the jurisdiction where the parties may not have a presence. What this is: When might you need to appoint a process agent outside of the typical jurisdictions of New York and London. What this means: While process agents are commonly used in global financial transactions with New York or English law frequently chosen as the choice of jurisdiction, there are other cross-jurisdictional instances that are noteworthy - read on for more. Does your organisation require a contractual process agent for an upcoming transaction? In this global economy, parties to commercial financial transactions are often from different countries, with each country having uniquely different bodies of law and precedent governing commercial transactions. Such financial transactions may require the appointment of a process agent, especially if the transaction includes a commercial bank or another specified lender, a sovereign state or companies conducting business globally. The process agent serves as a point of contact in the jurisdiction where the parties may not have a presence so that legal process arising out of the transaction’s operative agreements may be served. The jurisdiction is negotiated by the parties and can vary depending upon each party’s country of origin. However, New York and the United Kingdom are often common choices due to each jurisdiction’s recognised body of commercial law and established precedent in large financial transactions. The choice of either New York or English law can offer a neutral jurisdiction that provides some degree of predictability and fairness, neutrality and justice for the resolution of any potential dispute. When is a Contractual Process Agent Outside of New... --- > The legislation aims to avoid the anonymity of opaque corporate structures that invest in UK land and remain largely invisible. This is accomplished by having Overseas Entities register their ownership information in the Register of Entities and obtain an entity ID prior to transacting in properties. - Published: 2023-07-26 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/5-important-questions-about-new-uk-requirements-for-overseas-entities-in-the-uk/ - Resource Types: Blog - Services: UK Company Formation, UK Corporate Services - Authors: Pushkala Sivaramakrishnan The legislation aims to avoid the anonymity of opaque corporate structures that invest in UK land and remain largely invisible. This is accomplished by having Overseas Entities register their ownership information in the Register of Entities and obtain an entity ID prior to transacting in properties. What this is: A new Register of Entities mandates that foreign companies that possess land or property in the UK list their managing executives and/or beneficial owners. In order to provide greater transparency and to help prevent money laundering, the UK government has introduced a Register of Entities through the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA), that came into force on August 1, 2022.    What this means: The legislation aims to avoid the anonymity of opaque corporate structures that invest in UK land and remain largely invisible. This is accomplished by having Overseas Entities register their ownership information in the Register of Entities and obtain an entity ID prior to transacting in properties.   What is the Effective Date?   This new law is effective January 31, 2023 with retroactive applicability as detailed below.    Who Will This Apply to?   It will apply to all UK property transactions such as purchase, sale and long-term lease by Overseas Entities.    An Overseas Entity is within the scope of the Register if it owns land purchased:  In England and Wales on or after January 1, 1999 In Scotland on or after December 8, 2014  In Northern Ireland on or after August 1, 2022   Who Are Defined as Beneficial Owners?   A beneficial owner under ECTEA includes any individual or entity that has significant influence or control over the Overseas Entity. These could be: Individuals, governments and public authorities Other legal entities (e. g. , a body corporate) where they are... --- > Businesses may be interested in conducting operations in US territories for several reasons, including access to the larger US market, favourable tax laws and incentives, a more stable political and economic environment, access to skilled labour and infrastructure and cultural proximity to the mainland US. - Published: 2023-07-19 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/6-tips-for-doing-business-in-us-territories/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Tristan Emrich Businesses may be interested in conducting operations in US territories for several reasons, including access to the larger US market, favourable tax laws and incentives, a more stable political and economic environment, access to skilled labour and infrastructure and cultural proximity to the mainland US. What this is: Businesses may be interested in conducting operations in US territories for several reasons, including access to the larger US market, favourable tax laws and incentives, a more stable political and economic environment, access to skilled labour and infrastructure and cultural proximity to the mainland US. What this means: However, don’t assume that you can just “jump in” and start doing business in US territories. Each territory presents its own set of challenges, opportunities and roadblocks. Here are some actions you should take before doing business in a US territory. There are several reasons why a business might consider doing business in a US territory. The obvious are tax benefits, access to US markets and a similar legal and regulatory environment. However, you should consider other factors like local infrastructure, workforce availability and potential political and economic instability. While researching those challenges, you should consider these tips before staking your claim in these territories.   Research the market: Before entering a US territory, it's important to research and understand the local economy, business culture, legal requirements and competition. This can include market research, visiting the territory and speaking with local business contacts.    Comply with local laws and regulations: Each US territory has its own set of laws and regulations, including taxes, labour laws and data protection. It's important to research and understand these requirements and ensure compliance, as non-compliance can result in significant penalties. Build relationships: Building strong relationships with customers, suppliers and partners is key to success in any US... --- > There are many reasons you may want to do business in the US Virgin Islands (USVI). Here are some things to look out for if you’re considering doing business in the USVI. - Published: 2023-07-12 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/blog/doing-business-in-the-us-virgin-islands-usvi/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Tristan Emrich There are many reasons you may want to do business in the US Virgin Islands (USVI). Here are some things to look out for if you’re considering doing business in the USVI. What this is: There are many reasons you may want to do business in the US Virgin Islands (USVI). Tax breaks, similar regulatory laws... or maybe your company won a project on the islands. Whatever the reason, the process requires careful consideration and patience.   What this means: To successfully qualify/register your business in the USVI, there are steps to take to ensure compliance.  Here are some things to look out for if you’re considering doing business in the USVI. Doing Business in the USVI  As an unincorporated US territory, the tax system would be quite familiar, but USVI economic development programmes also provide tax exemption incentives for gross receipts tax, excise tax, property tax and customs duties, along with a possible 90% income tax exemption.   Note that these benefits given to companies in the USVI are legally sanctioned by the US government, so it’s not considered a corporate or offshore tax haven.   Requirements for a USVI Business Licence  Once an entity secures a USVI Certificate of Qualification, it must also apply for a business licence before engaging in business operations. Standard business licences are applied for and acquired from the Department of Licencing and Consumer Affairs (DLCA).   To get your USVI business licence, you’ll need the following:  A completed business licence application. If your trading address in the USVI is being provided by your corporate registered agent, then your application will need to be accompanied by an original Letter of Authorisation for use of the registered agent’s address. A copy of the Certificate of Qualification from the Office of the Lieutenant Governor, evidencing... --- > There are different terms used for agents for service of process, depending on the context of the agent’s appointment. - Published: 2023-07-05 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/whats-the-difference-between-a-process-agent-and-a-registered-agent/ - Resource Types: Blog - Services: Registered Agent and Registered Office, US Company Formation, US Corporate Services - Authors: Pushkala Sivaramakrishnan There are different terms used for agents for service of process, depending on the context of the agent’s appointment. What this is: There are two terms used to determine what kind of agent you need for certain service of process.   What this means: You will learn the difference between two terms used for agents for service of process depending on the context of the agent’s appointment. In the representation and compliance business, the phrase ‘agent for service of process’ comes up quite frequently. It’s a broad term used to denote which individual or company is officially responsible for accepting legal documents on a company’s behalf.   There are different terms used for agents for service of process, depending on the context of the agent’s appointment. We’ve outlined two common examples below. What Is a Process Agent? In cross-border loan transactions, lenders will often require the appointment of a U. S. -based process agent to receive service of process (SOP) on behalf of a foreign borrower. The loan and/or note agreement governing the transaction will spell out the identity and location of the process agent. Naming a process agent gives the lender comfort that, in the case of a default, service on the foreign borrower can be completed in the United States.   For more information, download our white paper ‘What is the Role of a Process Agent? ’ What Is a Registered Agent? A company that is forming or qualifying to do business in a certain jurisdiction often must appoint a registered agent to receive SOP on behalf of the company in that jurisdiction. The registered agent serves as a legal address... --- > If you’re on the hunt for a registered agent service provider in the US, you’ll quickly find that there are a lot of options out there. How do you know which is the right fit for your business? - Published: 2023-06-28 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/looking-for-a-registered-agent-in-the-us-here-are-5-things-to-consider/ - Resource Types: Blog - Services: Registered Agent and Registered Office, US Company Formation, US Corporate Services - Authors: Pushkala Sivaramakrishnan If you’re on the hunt for a registered agent service provider in the US, you’ll quickly find that there are a lot of options out there. How do you know which is the right fit for your business? What this is: 5 things you need to consider when looking for a registered agent in the US. What this means: Ensure you find an appropriate, professional registered agent and learn the typical cost & process by considering these questions. If you’re on the hunt for a registered agent service provider in the US, you’ll quickly find that there are a lot of options out there. How do you know which is the right fit for your business? Companies, including nonprofit organisations, are generally required by law to appoint a registered agent or office for every state where they do business (in some states, you have the option to choose a commercial registered agent). The registered agent receives and handles sensitive legal documents, known as ‘service of process’, tax information, and compliance communications for all companies it was appointed to represent. Wondering how to find a registered agent in the US that satisfies your business needs and state legal requirements? We’ve got a few guiding questions to support your decision-making process. What’s the True Cost of Service? Registered agent fees can vary significantly between service companies. When comparing registered agent services, it might look like you’ll save a lot of money by going with a particular company, but you’ll want to make sure that you’re comparing ‘apples to apples’: What does the price include? Are there any extra costs for each service of process received? Are there any value-added ‘perks’, such as free annual status checks or free access to an online entity... --- > International transactions vary greatly from country to country, yet a typical provision included in many agreements is the appointment of an agent for service of process, more commonly known as a ‘process agent’. - Published: 2023-06-21 - Modified: 2025-06-06 - URL: https://www.cogencyglobal.co.uk/blog/what-is-a-process-agent-and-why-do-you-need-one/ - Resource Types: Blog - Services: Process Agent - Authors: Colleen A. DeVries International transactions vary greatly from country to country, yet a typical provision included in many agreements is the appointment of an agent for service of process, more commonly known as a ‘process agent’. What this is: The purpose, role and qualities required of a process agent in a cross-border financing transaction.   What this means: Learn the types of transactions that require a process agent and the benefits of choosing a professional process agent. International transactions vary greatly from country to country, yet a typical provision included in many agreements is the appointment of an agent for service of process, more commonly known as a ‘process agent’. When it comes to cross-border transactions, it’s vital for all parties involved to understand the role of the process agent, and why appointing one must be taken care of prior to the deal closing. What is the Purpose and Role of a Process Agent? What does a process agent do exactly, and why do you need one? In a cross-border financing transaction, you’ll need to decide which country’s governing law will preside over any legal issues should they arise. Parties to an agreement must negotiate a choice of law clause which specifies that any dispute arising under the agreement shall be determined in accordance with the law of a particular jurisdiction. While the choice of law can vary, the U. K. , New York and Hong Kong are jurisdictions commonly chosen due to their established commercial laws. Once the parties have agreed on a choice of law in a jurisdiction where they don’t have a physical presence (i. e. an address), a process agent is appointed. The role of the process agent is to act as a representative upon whom court... --- > All overseas entities that UK own land/property will now have to register with Companies House and disclose identities of its beneficial owners as required under ECTEA 2022. - Published: 2023-06-14 - Modified: 2025-06-18 - URL: https://www.cogencyglobal.co.uk/blog/blog-new-uk-register-of-beneficial-ownership-from-august-2022/ - Resource Types: Blog - Services: Beneficial Ownership Registration, UK Corporate Services - Authors: Pushkala Sivaramakrishnan All overseas entities that UK own land/property will now have to register with Companies House and disclose identities of its beneficial owners as required under ECTEA 2022. What this is: An explanation of the UK’s Register of Overseas Entities that was introduced in August 2022 through The Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA 2022). What this means: All overseas entities that own land/ property in the UK will now have to register with Companies House and disclose the identities of its beneficial owners as required under ECTEA 2022. ECTEA 2022 is a significant legislation in UK’s fight against money laundering. It was passed due to a large percentage of UK properties, within and outside of London, being owned by foreign investors and many of them through corporate vehicles. ECTEA requires all overseas entities that own land or property in the UK to register with Companies House and disclose the identity of their beneficial owners, which is now publicly available on a new register, the Register of Overseas Entities (ROE). The ROE is designed to make it easier for law enforcement and other authorities to track down and investigate criminals who use UK property ownership to launder money by having them disclose their identity publicly. They can no longer remain anonymous under opaque international corporate structures. It’s one of a number of measures that the government has taken in recent years to strengthen the UK's AML regime. These measures include: PSC registers for UK-incorporated entities Strengthening of customer due diligence requirements for financial institutions Bringing crypto asset exchange providers and custodian wallet providers within the scope of FCA’s change in control regime.   This blog will... --- > A step-by-step guide to document authentication, legalisation, and where to authenticate documents in the US. - Published: 2023-06-07 - Modified: 2025-06-27 - URL: https://www.cogencyglobal.co.uk/blog/document-authentication-and-legalisation-in-the-us-step-by-step-guide/ - Resource Types: Blog - Services: Legalisation, US Corporate Services - Authors: Teri Mayor A step-by-step guide to document authentication, legalisation, and where to authenticate documents in the US. What this is: A step-by-step guide to document authentication, legalisation, and where to authenticate documents in the US.   What this means: Documents originating in the US destined for a country that is not a party to the Hague Apostille Convention have many more steps involved in the document legalisation process.   When presenting a document originating in one country for use in another, often the receiving party requires proof of authenticity for the signature and seals of the public official who executed, issued, or certified a copy of the document. The October 5th, 1961 Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, or Apostille Convention, has simplified the process a great deal through a document called an apostille, which eliminates the need for an embassy or consular legalisation. Over 120 countries are now parties to the convention. For documents originating in the US destined for a country that is not a member of this Hague Convention, there are many more steps involved in the document legalisation process (as outlined below). The process varies depending on whether you are legalizing public documents, such as certified copies of court documents, or private documents, such as corporate bylaws for a US company or a private contract. Let’s take a look at how the legalisation and authentication of documents works in different scenarios. Document Authentication and Legalisation in the US   As what is being legalised is actually the signature and stamp or seal of a public official, the first step for a private document is... --- > The Uniform Commercial Code (UCC) drafters amended the debtor name section of Article 9 and added the ‘driver's license rule’ over a decade ago. This rule was intended to provide secured parties with clear guidelines on how debtor names must be written on financing statements. - Published: 2023-05-31 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/ucc-financing-statements-whats-at-stake-by-not-getting-the-individual-debtors-name-right/ - Resource Types: Blog - Services: Due Diligence Services, Uniform Commercial Code (UCC) Lien Searches, US Corporate Services - Authors: Pia Angelikis, Esq. The Uniform Commercial Code (UCC) drafters amended the debtor name section of Article 9 and added the ‘driver's license rule’ over a decade ago. This rule was intended to provide secured parties with clear guidelines on how debtor names must be written on financing statements. What this is: The Uniform Commercial Code (UCC) drafters amended the debtor name section of Article 9 and added the ‘driver's license rule’ over a decade ago. What this means: This rule was intended to provide secured parties with clear guidelines on how debtor names must be written on financing statements in the US. Read along to find out the consequences of two secured parties who did not do their due diligence and follow the rule. It has been over a decade since the Uniform Commercial Code (UCC) drafters amended the debtor name section of Article 9 to add what is known as “the driver’s license rule". Specifically, under alternative A of section 9:503(a)4, which is the rule in most states, “when a debtor is an individual to whom the State has issued a driver’s license that has not yet expired,” the debtor’s name on the UCC financing statement is sufficient “if the financing statement provides the name of the individual which is indicated on the driver’s license. ” Yet, as two recent cases show, there are secured parties that are still not following the driver’s license rule and, as a result, are losing their priority. The courts in In re Preston, 612 B. R. 770 (2019 Bankr. LEXIS 3864) and In re Bryant, 630 B. R. 671 (2021 Bankr. LEXIS 1528) both held that the secured parties’ financing statements were seriously misleading and ineffective because they did not state the individual debtors’ names as they appear on their driver’s licenses, and a search under... --- > An entity that has a well-known trade name, service mark, or logo, strongly distinguished from others in the marketplace, possesses valuable IP that may be of interest to a secured lender. - Published: 2023-05-24 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/us-federal-intellectual-property-due-diligence-beyond-ucc-and-lien-searches/ - Resource Types: Blog - Services: Due Diligence Services, IP Due Diligence, US Corporate Services - Authors: Despina Shields An entity that has a well-known trade name, service mark, or logo, strongly distinguished from others in the marketplace, possesses valuable IP that may be of interest to a secured lender. What this is: Like due diligence searches for statutory liens and consensual (UCC) financing statements on borrowers and debtors, being aware of and/or confirming the owner and status of intellectual property in a transaction is critical in the US.   What this means: As lenders continue to rely on counsel to conduct the most thorough due diligence possible, it is important to be mindful of how federal intellectual property plays into transactions.   When conducting due diligence searches, do you wonder...   “Should I be searching the US Patent and Trademark Office (USPTO) and the US Copyright Office (USCO)? ” If intellectual property (IP) is involved in your transaction, then the answer – in most cases – is a resounding yes.   An entity that has a well-known trade name, service mark, or logo, strongly distinguished from others in the marketplace, possesses valuable IP that may be of interest to a secured lender. If not a recognised mark, an entity may have patents or registered copyrights adding significant value to its portfolio. This valuable IP may be pledged as collateral to secure a loan. Uncovering information on assignments, liens, and general ownership of that intellectual property with a USPTO patent search, USPTO trademark search and USCO copyright registration search is just as vital as searching for statutory liens and consensual UCCs on borrowers and debtors.   Typical UCC/Lien Searches Might Not Be Enough Intellectual property falls within the scope of ‘general intangibles’ as defined in Section 9-102 of Article 9 of the... --- > Incorporating a business in the US Virgin Islands (USVI) offers several benefits, such as lower taxes and a favourable business environment. In order to incorporate in the USVI, there are a few steps that need to be taken. - Published: 2023-05-16 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/us-virgin-islands-incorporation-and-registration-in-a-nutshell/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Tristan Emrich Incorporating a business in the US Virgin Islands (USVI) offers several benefits, such as lower taxes and a favourable business environment. In order to incorporate in the USVI, there are a few steps that need to be taken. What this is: Incorporating a business in the US Virgin Islands (USVI) offers several benefits, such as lower taxes and a favourable business environment.  In order to incorporate in the USVI, there are a few steps that need to be taken.   What this means: We’ll help explain some basic things you should know, including how to register as a foreign corporation and annual franchise tax and reporting requirements. So, you’ve consulted with your attorney and/or tax advisor and decided that it’s in your best interest to do business in the USVI. What’s next?   While the USVI are a US territory, the requirements for domestic incorporation or foreign corporation registration in the USVI are somewhat different than in a US state. It’s wise to get a handle on these distinctions – as well as annual reporting or franchise tax responsibilities – in advance of a move to the USVI.   What You Should Know About Incorporating in the US Virgin Islands  First, you’ll have to decide (again, with your legal and/or tax professional) which of the three types of corporations that can be formed in the USVI best meet the needs of your business:  Domestic Corporations are located in the USVI and do business in the USVI. These companies may be eligible for tax incentives if they meet specific criteria set by the US Virgin Islands Economic Development Authority.   Exempt Companies may not engage in the active conduct of trade or business in the USVI or the United States, and are exempt from USVI income, gross receipts... --- > Learn about the legal requirements and procedures for foreign private issuers of securities in the US market - Published: 2023-05-02 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/sec-registration-statements-requiring-a-us-duly-authorised-representative/ - Resource Types: Blog - Services: Process Agent - Authors: Colleen A. DeVries Learn about the legal requirements and procedures for foreign private issuers of securities in the US market What this is - Foreign private issuers of securities in the US market must appoint a US Duly Authorized Representative (USDAR) and a process agent, as well as, obtain their respective signatures on SEC registration statements. What this means - You will learn about the requirements and procedures for foreign private issuers of securities in the US market. Per the Securities Act of 1933 and the Securities Exchange Act of 1934, foreign private issuers of securities in the United States’ market are required to appoint a process agent in the United States, a contact upon whom court papers may be served. Another requirement for foreign private issuers under the Securities Act is to appoint a Duly Authorised Representative in the United States (USDAR) and include that representative’s signature on their SEC registration statements. Appointment and Signature of a US Duly Authorised Representative According to Section 6(a) of the Securities Act, any securities registration statements filed with the SEC must bear the signature of the issuer, its principal executive officer(s), its principal financial officer(s), its principal accounting officer(s) and the majority of its board of directors. Foreign private issuers (including those located in US territories) filing SEC registration statements are required to affix the signature of their USDAR on the form, along with the above signature requirements. These signature obligations extend to any subsequent amendments made to the registration statement. Note: If the issuer is a foreign government or related political subdivision, the statement need only be signed by the underwriter. 1... --- > We discuss the different address options that can be used on formation, qualification, or other corporate documents, including the registered agent address, the mailing address, and the principal place of business address. - Published: 2023-04-25 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/what-address-should-be-used-when-registering-to-do-business-in-the-us/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Colleen A. DeVries We discuss the different address options that can be used on formation, qualification, or other corporate documents, including the registered agent address, the mailing address, and the principal place of business address. What this is - We discuss the different address options that can be used on formation, qualification, or other corporate documents, including the registered agent address, the mailing address, and the principal place of business address. What this means -  You will get valuable insights about registering to conduct business in the United States. Should you use a registered agent address, a mailing address or the principal place of business address on your formation, qualification or other corporate documents? Once you have worked with your legal and financial counsel to determine where a company should be registered to conduct business, you’ll need to determine what address to use on filings that require one. In some cases, it is sufficient to include the main or principal office address. This can create a challenge for an entity that does not have a physical presence in a jurisdiction where it may want to form or conduct business. In other cases, the statute or filing authority requires that a registered agent be appointed in the state where the filing or registration is being made. While the disclosure of an address on a certificate or application to be filed may seem simple, it is important to make sure you understand what types of notices (e. g. , legal process, general business or tax notices) may be sent to that address to ensure that any time or content-sensitive documents are delivered to the correct address and person. What should you consider and what options do you... --- > There are different terms used for agents for service of process, depending on the context of the agent’s appointment. We’ve outlined a few common examples in this article. - Published: 2023-04-12 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/what-is-an-agent-for-service-of-process-depends-on-your-business/ - Resource Types: Blog - Services: Process Agent - Authors: Staff Contributor There are different terms used for agents for service of process, depending on the context of the agent’s appointment. We’ve outlined a few common examples in this article. What this is: The phrase ‘agent for service of process’ is a term used to describe which individual or company is officially responsible for accepting legal documents on a company’s behalf. What this means: There are different terms used in the representation and compliance business that differ depending on the context of the agent’s appointment, and making sure you select the right representation is critical. In the representation and compliance business, the phrase ‘agent for service of process’ comes up quite frequently. It’s a broad term used to denote which individual or company is officially responsible for accepting legal documents on a company’s behalf. There are different terms used for agents for service of process, depending on the context of the agent’s appointment. We’ve outlined a few common examples below. What is a Process Agent? In cross-border loan transactions, lenders will often require the appointment of a U. S. -based process agent to receive service of process (SOP) on behalf of a foreign borrower. The loan and/or note agreement governing the transaction will spell out the identity and location of the process agent. Naming a process agent gives the lender comfort that, in case of a default, service on the foreign borrower can be completed in the United States. For more information, read our white paper ‘What is the Role of a Process Agent? ’ What is a Registered Agent? A company that is forming or qualifying to do business in a certain jurisdiction often must appoint a registered agent to... --- > Due diligence is an essential part of doing business internationally. We explore what it is, the documents required and the differences between the US and EU regulations. - Published: 2023-04-05 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/international-due-diligence-what-is-it-and-how-does-it-work/ - Resource Types: Blog - Services: Global Services, International Due Diligence - Authors: Pushkala Sivaramakrishnan Due diligence is an essential part of doing business internationally. We explore what it is, the documents required and the differences between the US and EU regulations.   What this is: An explanation of international due diligence and how it works. What this means: Carrying out international due diligence searches can help you identify risks associated with a business that you are engaging with and thereby help you make an informed decision about your impending transaction. What Is an International Due Diligence Search? When two or more companies transact with one another, it is important that the parties are fully aware of the legal, financial, and commercial health of the transacting parties. The transactions could range from a lending transaction where a lender is interested in knowing about the borrower or it could be an acquisition transaction, where the investor is interested in establishing the investee company’s good standing. Usually, the lawyers advising on the commercial transactions would undertake due diligence searches on behalf of the transacting parties, instead of merely relying on information provided by the target company. The process typically involves a comprehensive review of a company’s legal, financial, and commercial aspects, including its corporate structure, ownership, financial statements, contracts, regulatory compliance, intellectual property (IP), litigation history, and reputation. Law firms will typically use third-party services, to undertake these searches so that they can make an informed decision on behalf of their clients. As more and more companies have now become global, with business interests in several jurisdictions, the due diligence process has become more involved. The service company undertaking these searches will not only need to have expertise in the jurisdiction where the parent... --- > When an attorney or paralegal needs to search the public record for evidence of registered secured transactions, there are a number of differences from US law (the Uniform Commercial Code) to be aware of. - Published: 2023-03-29 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/the-ultimate-cheat-sheet-to-mortgages-charges-at-companies-house/ - Resource Types: Blog - Services: UK Corporate Services, UK Legalisation - Authors: Pushkala Sivaramakrishnan When an attorney or paralegal needs to search the public record for evidence of registered secured transactions, there are a number of differences from US law (the Uniform Commercial Code) to be aware of.   What this is: A guide for when an attorney or paralegal needs to search the public record for evidence of registered secured transactions in the UK. What this means: Companies House requires the registration of secured transactions such as mortgages and charges on limited companies, limited partnerships, limited liability partnerships and Societas Europaea registered in the United Kingdom. Companies House does not record charges/mortgages against individuals. An Overview of Searches at Companies House The UK has a system for the registration of secured transactions, the registration of mortgages and charges against “company debtors”. Company debtors are debtors registered with UK Companies House, including limited companies, limited partnerships, limited liability partnerships and Societas Europaea.   Companies House defines a mortgage as “security for the payment of a debt or other obligation that passes ‘property’ but no right to possession to the person to whom the mortgage is given. ” A charge is defined as: “security for the payment of a debt or other obligation that does not pass ‘property’ or any right to possession to the person to whom the charge is given”.  While there is a distinction made in the terms, mortgages and charges are registered and searched at Companies House in the same way.  References to “charges” in this article include both mortgages and charges.   Note that the information provided in this article does not apply to individual debtors. Searches that can be performed on individuals include a “directorship search,” a search of the “individual insolvency register”, and an index of... --- > Searching the US Patent & Trademark Office (USPTO) can be difficult. In this blog post, we clearly explain how to search the USPTO. - Published: 2023-03-22 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/the-challenges-of-searching-the-us-patent-trademark-office-website/ - Resource Types: Blog - Services: Due Diligence Services, US Corporate Services - Authors: Despina Shields Searching the US Patent & Trademark Office (USPTO) can be difficult. In this blog post, we clearly explain how to search the USPTO. What this is: Due to the increasing value and importance of trademarks and patents in secured transactions, searching the public records of the US Patent and Trademark Office is becoming a standard part of UCC due diligence in the United States. What this means: Consider devising a search strategy that encompasses the following sections: pending and registered trademarks, trademark assignments, published pending patents, patent grants and patent assignments. Searching the public records of the US Patent and Trademark Office (USPTO) website for intellectual property collateral is becoming a standard part of UCC due diligence.   Due to the increasing value and importance of trademarks and patents in secured transactions, lenders may accept intellectual property (IP) as loan collateral and thus insist on the proper perfection of their security interest in IP on the public record. Uncovering security interests and understanding the priority position of lenders in this intangible collateral is critical. This can be accomplished through searching for UCC filings and filings at the USPTO. A UCC search of the central filing office may not be enough.   However, finding this trademark and patent information on the USPTO website can be tedious and many searchers simply do not have the expertise to complete an accurate and thorough search. To do it right, you need to be familiar with Boolean search logic and the USPTO’s changing data entry protocols, and patient enough to review a long list of possible search results, identify the relevant results and organise this information into a clear, logical format.   The... --- > Changing your companies legal name is not a simple matter of sending out a press release announcing the change. It’s difficult and time consuming. Read through to learn the best way to approach a name change. - Published: 2023-03-07 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/checklist-for-filing-name-change-amendments-in-multiple-us-states/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Colleen A. DeVries Changing your companies legal name is not a simple matter of sending out a press release announcing the change. It’s difficult and time consuming. Read through to learn the best way to approach a name change. What this is – Changing your company's legal name in the US is not a simple matter of sending out a press release announcing the change. It’s difficult and time-consuming. We know. We went through it ourselves. What this means – Learn the best way to approach a name change is to make a checklist for what you need prior to Day 1, what you need to track on Day 1, and then what you need to follow up after Day 1. What’s in a Name? Companies change their legal name for a variety of reasons. A change in business strategy, to enhance brand identity, or as a result of a merger or acquisition are just a few of examples. Many large companies that we all know started their business under different names. For example, Google was created under the name “BackRub”, Nike was formerly known as Blue Ribbon Sports and Hertz Rent-A-Car originally started out under the name “DrivUrSelf”. A few years ago our company changed its name to Cogency Global Inc. because, based on the growth of our service offerings and global presence, our former name, National Corporate Research, Ltd. , did not accurately reflect what we do. Tips for Preparing/Making Name Change Amendment Filings Since we went through the process ourselves, we know first-hand how difficult and time-consuming it can be. The goal of this article is to help you prepare and file the Certificate of Amendment on the effective date of the name change -- “Day... --- > Discover the importance of international corporate due diligence searches when facing bankruptcy or financial restructuring. Read on for more. - Published: 2023-03-01 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/the-need-for-international-due-diligence-in-the-face-of-corporate-bankruptcy/ - Resource Types: Blog - Services: Global Services, International Due Diligence - Authors: Pushkala Sivaramakrishnan Discover the importance of international corporate due diligence searches when facing bankruptcy or financial restructuring. Read on for more. What this is: From an increasing number of bankruptcy projects to businesses now having to restructure financially, there now comes a greater need for thorough international corporate due diligence to assess the risks involved.   What this means: You will learn which elements of due diligence are most important when dealing with corporate bankruptcy and financial restructuring. Bankruptcy and Financial Restructure: Addressing the Complexities of International Due Diligence Searches In recent months, businesses and entities around the world have had to re-examine their credit positions in the face of bankruptcy, and possibly even turn to financial restructuring as a solution to surviving during this challenging period. While financial restructuring is currently touching every part of the world, it’s important to note that the due diligence differs across jurisdictions. In these cases, international corporate due diligence searches are critical to verify the financial health and level of compliance of a company. The following are some of the more detailed complexities involved in due diligence searches. Information Retrieval Depending on the jurisdiction, not all information will be publicly available. If a transaction involves multiple entities across the globe, there will likely be a difference in the amount of information that can be publicly accessed. It is for the attorney to bear in mind that the quality and extent of the information available in one jurisdiction versus another could greatly differ due to the varying laws. For instance, in common law countries such as Australia, documents can be easily retrieved with the court... --- > When a registered entity, such as a corporation or LLC, plans on doing business in a large number of US states (or even just a few), the differences among state laws and rules concerning the entity name can have a big impact on what the company is called in a given state. - Published: 2023-02-21 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/blog/blog-entity-name-considerations-when-doing-business-in-multiple-us-states/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Teri Mayor When a registered entity, such as a corporation or LLC, plans on doing business in a large number of US states (or even just a few), the differences among state laws and rules concerning the entity name can have a big impact on what the company is called in a given state. What this is - The differences among state laws and rules concerning your entity name can have a big impact on what the company is called in a given state. What this means - If you’re preparing to qualify your business in a large number of US states, using the same name in each may be a problem. Read on to find out why from our very own Teri Mayor.   When a registered entity, such as a corporation or LLC, plans on doing business in a large number of states in the US (or even just a few), the differences among state laws and rules concerning the entity name can have a big impact on what the company is called in a given state. It can be difficult, especially if the company is registering to do business (“qualifying”) in many US states, for the company to use the same name it uses in its home state in every registration. Below are the answers to some common questions regarding company names that arise when a company is planning on registering across the US.  Q: Does the corporate name have to be available in all US states? A: Not necessarily. In fact, it can be pretty difficult to register under the true company name in all US states for a number of reasons, one of which is the name may already be in use in a particular state. Because US states use different criteria for determining whether a name can be considered distinguishable... --- > Uniform Commercial Code is a commercial legislation that was adopted by all US states in a standardised manner (with minor variations), which facilitates commerce between companies based in different US states, on a common principle. - Published: 2023-02-15 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/uniform-commercial-code-ucc-explained-to-international-investors/ - Resource Types: Blog - Services: Due Diligence Services, Uniform Commercial Code (UCC) Lien Searches, US Corporate Services - Authors: Pushkala Sivaramakrishnan Uniform Commercial Code is a commercial legislation that was adopted by all US states in a standardised manner (with minor variations), which facilitates commerce between companies based in different US states, on a common principle.   What This Is: We explain what you should know about the Uniform Commercial Code (UCC) if you are conducting business in the United States.   What This Means: You will learn what scenarios call for a UCC search versus a UCC filing and the difference between the two.   Uniform Commercial Code is a commercial legislation that was adopted by all US states in a standardised manner (with minor variations), which facilitates commerce between companies based in different US states, on a common principle.   Among other things, Article 9 of UCC provides a framework for secured transactions to be recorded in the office of the Secretary of State in which a company operates and this information is publicly available for all interested parties. This unique legislation differs substantially on the method of creating, recording and satisfying charges by a company as compared to common law countries such as the United Kingdom.   UCC Filing When a company borrows money (hereinafter called the ‘debtor’) from a bank or financial institution (the ‘Creditor) against certain assets (the ‘Collateral), this transaction (the ‘Secured Transaction’) is immediately recorded by the Creditor in the form a UCC Financing Statement (UCC-1) with the Secretary of State where the company is registered.   The purpose of filing UCC-1 by the Creditor is to establish their legal right to seize/ liquidate the Collateral in the event of a default by the Debtor or in the event of Debtor’s bankruptcy. In other words, a lien or a... --- > In the BVI there are nuances between information that is available on the public record and what information requires the company's consent or court order. - Published: 2023-02-08 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/blog-bvi-company-search-due-diligence-in-the-british-virgin-islands/ - Resource Types: Blog - Services: Global Services, International Due Diligence - Authors: Pushkala Sivaramakrishnan In the BVI there are nuances between information that is available on the public record and what information requires the company's consent or court order. What this is – In the BVI there are nuances between information that is available on the public record and what information requires the company’s consent or court order. What this means – Understand what information is & isn’t available in the public record and how to access non-public information. As is the case in the Cayman Islands, the documents that are publicly available for a BVI business company (BVI BC) differ from what can be found in the US, but additional information may be accessed through a company’s BVI registered agent with the consent of their client or by court order. Information Available in the Public Record General information on companies formed in the British Virgin Islands, such as a company’s registration number, registered office, incorporation date, status, and authorised capital, can be obtained from the BVI Registrar of Companies. You may also find the following for a BVI BC in the public record: Memorandum of Association and Articles of Association: Similar to Articles of Incorporation you’d find for a US company, a BVI Memorandum, and Articles of Association contains more details on the governing of the company. (This would normally be included in the corporate bylaws in the US. ) Certificate of Incorporation: A one-page certificate confirming that a company is duly registered. Certificate of Good Standing: This is available if the company is up to date with and has paid its annual registry fee. This Certificate would show both registration and current status. Register of Charges: A simple company search will reflect... --- > Learn how to set up a company in India, which is expected to be the third-largest economy by 2036, due to factors such as infrastructure projects, cheap energy, and the digital revolution. - Published: 2023-02-01 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/business-in-india-seize-opportunity-for-growth/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Pushkala Sivaramakrishnan Learn how to set up a company in India, which is expected to be the third-largest economy by 2036, due to factors such as infrastructure projects, cheap energy, and the digital revolution.   What this is - Now is the time to start doing business in India because it is expected to be the third-largest economy by 2036, due to factors such as infrastructure projects, cheap energy, and the digital revolution. What this means - India is full of business potential and investors need to be aware of certain regulations like minimum capital requirements, mandatory application of tax numbers, auditor appointment, and annual general meeting requirements. At the height of the COVID-19 pandemic, India experienced the third-highest death toll worldwide. However, the country’s vaccine drive resulted in a drop in daily cases and has contributed to a sharp rebound in economic activity. Ranked the seventh largest economy in 2021, India is expected to be the third largest by 2036. Infrastructure projects, cheap energy and the digital revolution are a few reasons behind the growth. It’s also been suggested that the growth is a result of a trend towards urbanisation, a rising middle class, increased consumer spending, a young population, changes in technology, and government reforms. India’s Ease of Doing Business ranking has improved to 62 according to the 2019 “Ease of Doing Business” World Bank ranking. How to Set up a Private Limited Company in India For foreign investors, private limited companies are most often used for setting up a wholly-owned subsidiary or a joint venture in India. Private limited companies are governed by the Companies Act 2013 and the rules and regulations issued under that Act. Recent changes (post the publication... --- > Here are 5 top qualities to look for when appointing a process agent for a financial transaction. Appointing a process agent is just one of the many important items that must be completed. - Published: 2023-01-25 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/top-5-qualities-to-look-for-when-appointing-a-process-agent/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan Here are 5 top qualities to look for when appointing a process agent for a financial transaction. Appointing a process agent is just one of the many important items that must be completed...   What this is: An outline of the five best qualities to look out for when hiring a process agent, helping you make the best decision for your transaction. What this means: A process agent appointment is typically a requirement set by a lender on behalf of the third party, so it’s important you find the perfect candidate for your specific deal requriements and this article will give you pointers on how to go about doing that. What should you be looking for when appointing a process agent for a cross-border financing transaction?   Appointing a process agent (or agent for service of process) for a financial transaction is just one of the many important items that must be completed as a condition precedent before releasing any funds or reaching the closing or filing date. How do you choose the right process agent service company? The following are the top five qualities to take into consideration to ensure your transaction proceeds as planned. 1. Responsive Time is always of the essence when closing on a large cross-border financial transaction or real estate CMBS or REIT deal. Missing a target filing date in a transaction because you were waiting on the acceptance of the process agent could be a disaster. Sometimes, the cost of not closing or funding on time can be significant. Whether you’re contacting a potential process agent with the intent to close in a week, 24 hours or even that very afternoon, you need a professional process agent... --- > A new Register of Entities mandates that foreign companies that possess land or property in the UK list their managing executives and/or beneficial owners. - Published: 2023-01-18 - Modified: 2025-06-18 - URL: https://www.cogencyglobal.co.uk/blog/new-requirements-for-overseas-entities-in-the-uk/ - Resource Types: Blog - Services: Beneficial Ownership Registration, UK Corporate Services - Authors: Pushkala Sivaramakrishnan A new Register of Entities mandates that foreign companies that possess land or property in the UK list their managing executives and/or beneficial owners. What this is: A new Register of Entities mandates that foreign companies that possess land or property in the UK list their managing executives and/or beneficial owners. What this means: Those who do not comply may face penalties, such as limitations on their ability to purchase, sell, transfer, lease, or charge their land or other property in the UK. In order to provide greater transparency and to help prevent money laundering, the UK Government has introduced a Register of Entities through the Economic Crime (Transparency and Enforcement) Act 2022, that came into force on 1 August 2022. The legislation aims to avoid the anonymity of opaque corporate structures that invest in UK land and remain largely invisible. This is accomplished by having overseas entities register their ownership information in the Register of Entities and obtain an entity ID prior to transacting in properties. All overseas entities that own UK property on the effective date are required to register their beneficial ownership information (in addition to any new acquisition of property occurring after the effective date. ) Effective Date This new law is effective January 31, 2023 and will apply to property transactions as follows, having specific retroactive requirements: An overseas entity is within the scope of the Register if it owns land purchased: in England and Wales on or after January 01, 1999; in Scotland on or after December 08, 2014; and in Northern Ireland on or after August 01, 2022.   Beneficial Owners The Act sets out the following... --- > Intellectual property is now one of the most important asset classes for many business entities. This article will show you how to conduct IP due diligence, explaining what it can determine for your merger or acquisition. - Published: 2023-01-13 - Modified: 2025-06-27 - URL: https://www.cogencyglobal.co.uk/blog/the-importance-of-federal-intellectual-property-due-diligence-in-mergers-and-acquisitions/ - Resource Types: Blog - Services: Due Diligence Services, IP Due Diligence, US Corporate Services - Authors: Pushkala Sivaramakrishnan Intellectual property is now one of the most important asset classes for many business entities. This article will show you how to conduct IP due diligence, explaining what it can determine for your merger or acquisition. What this is: The rise in importance of intellectual property due diligence when conducting mergers or acquisitions in the US. What this means: Intellectual property is now one of the most important asset classes for many business entities. This article will show you how to conduct IP due diligence, explaining what it can determine for your merger or acquisition. Are you involved in merger and acquisition transactions in the United States? Have you noticed an increase in the amount and importance of intellectual property owned by merging entities?   For years, law firms have been conducting public record due diligence for merger transactions in the US by searching for UCC financing statements, federal tax liens, state tax liens, judgment liens, litigation and bankruptcy. But today’s transactions require more. Many professionals have come to recognise that IP is likely the most valuable business asset that a company may possess. This is why it's crucial to incorporate federal intellectual property (IP) due diligence on your checklist, in addition to the standard lien, litigation and bankruptcy due diligence package. Searching for IP at the Federal Level in the US Based on the definition in Section 9-102(a)(42) of the Uniform Commercial Code, IP is considered a “general intangible”. While patents and trademarks may be pledged as collateral and are thus filed in UCC records around the US, relying on the state-level UCC central indices is not enough for IP due diligence purposes. Further, Article 9 of the UCC permits a general collateral description making... --- > An annual report is an information report that statutory business entities in the United States are required to file in their formation states and every state they’re qualified to do business. - Published: 2023-01-03 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/what-is-an-annual-report-in-the-us-and-how-can-it-be-retrieved/ - Resource Types: Blog - Services: Annual Report Compliance Services, Compliance Services, US Corporate Services - Authors: Pushkala Sivaramakrishnan An annual report is an information report that statutory business entities in the United States are required to file in their formation states and every state they’re qualified to do business. What this is: A detailed description of US annual reports and their contents. What this means: Filing the annual report accurately and on time will help businesses avoid fees, penalties or dissolution. What Is an Annual Report? An annual report is an information report that statutory business entities in the United States are required to file in their formation states and every state they’re qualified to do business. Those entities include corporations, nonprofits, limited liability companies (LLCs), limited partnerships (LPs) and limited liability partnerships. The purpose of an annual report is to provide current information about a company’s address and present status, including details about its registered agent, directors and officers to the general public and government agencies.   Each US State requires its domestic and foreign entities to file an annual report with some frequency. Some need it to be filed every year, some biennial etc. The due dates could be a common date depending on the entity type or depending on its anniversary of formation or the fiscal year. It’s up to the company to track what each state requires, and when the report is due. To remain in good standing, filing the annual report is essential. Noncompliance with this requirement could lead to penalties, fees and potential revocation of the company.   What’s Included in an Annual Report? The required information differs from state to state, and it can differ within a state depending on the business entity type. The fact remains that annual reports are there... --- > Learn the importance of legal and tax advice when forming a new business, and understand the role of your registered agent & your annual compliance requirements. - Published: 2022-12-14 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/how-do-i-form-and-register-my-company-in-the-us/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Pushkala Sivaramakrishnan Learn the importance of legal and tax advice when forming a new business, and understand the role of your registered agent & your annual compliance requirements. What this is – So you started your own company in the US? You got the money lined up, you have your product plan in place, you have the interest from private equity investors and other lenders to support the growth of your business... So now what? What this means – You should know about the importance of legal and tax advice when forming a new business and understand the role of your registered agent, as well as, your annual compliance requirements. Read more to find out about these critical points in your company’s formation. Congratulations! After all of your hard work and belief in your products or services, you’re finally getting your big break. Private equity investors or other lenders are interested in your new business idea and have committed to financing the launch of your product or services throughout the United States, and potentially globally. Perhaps your goal is to take your company public within 5 years. You will want to work closely with tax and legal advisors to determine what state in the US you should be formed (domiciled) and what other states you should qualify or register to do business in based on the business that will be conducted in each state. Choosing the appropriate type of company (i. e. , Corporation vs. Limited Liability Company) and the state(s) that you choose to form and register in may have an impact on future business decisions.  all legal and tax advice as to what state to form... --- > With countries reopening after the pandemic, a surge of process agents will be needed to assist with aviation transactions due to the growing air travel economy. - Published: 2022-12-07 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/blog/growth-in-aviation-financing-increases-the-demand-for-process-agent-services/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan With countries reopening after the pandemic, a surge of process agents will be needed to assist with aviation transactions due to the growing air travel economy. What this is – The role a process agent plays in aviation financing.   What this means – Lenders involved in aviation financing often require the appointment of a U. K. or New York process agent. Find out how to go about doing this.   During COVID, air travel was hit particularly hard, as restrictions around the world meant most people were unable to even board a plane. But with most countries now open to tourists, there will likely be increased demand for commercial flights across the globe. As the air travel economy grows once more we are anticipating a surge in the need for process agents to assist with aviation transactions. Read on to find out more about the role a process agent can play in this industry. Appointment of a Process Agent Is Often Required in Aviation Finance Lenders involved in aviation financing often require the appointment of a U. K. or New York process agent. The process agent (also referred to as an agent for service of process or a contract agent) serves as a point of contact in the jurisdiction where the parties may not have a presence so that legal process related to the transaction’s operative agreements may be served. England and New York are both widely recognised as pre-eminent commercial and financial centres. Both have substantial bodies of common and statutory law addressing a broad range of commercial and financial matters that afford parties guidance and predictability should any legal proceeding be commenced. Importance of a... --- > While Ireland is a renowned aviation hub, global purchasing and leasing contracts often use process agents in New York or the U.K. for transactions. - Published: 2022-10-19 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/ireland-aviation-industry-and-process-agents-what-you-need-to-know/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan While Ireland is a renowned aviation hub, global purchasing and leasing contracts often use process agents in New York or the U.K. for transactions. What this is - An outline of Ireland’s aviation industry and an explanation of why process agents are often required to govern its financial transactions. What this means - If you’re preparing contracts related to the purchase or lease of an aircraft, you’ll want to know whether to choose Ireland, New York or the UK as the jurisdiction governing the financing transactions. If you’re flying over the Atlantic, Pacific or Indian Oceans, chances are that your plane has a connection to Ireland. That’s due to the growing influence of Ireland’s aviation industry. In the last few decades, Ireland has emerged as a hub for the aviation industry. Over 50% of leased aeroplanes operating in any part of the world have a connection to Ireland. Most global commercial aircraft leasing companies have a presence in Ireland, in Dublin or Shannon. But how did Ireland’s aviation industry become geographically and commercially significant? A Brief History of Ireland’s Aviation Industry If you’re in the aviation industry, you’ll instantly recognise the name Guinness Peat Aviation (also known as GPA). Dr Tony Ryan, the founder of Ryanair and Aer Lingus, established GPA in the 1970s in Shannon, Ireland.   During the 1980s, GPA became the leading European aircraft lessor. Although the GPA had its downfall in the late 1990s, by then, Ireland had become a mature market for the aviation industry with many commercial lessors and aviation professionals calling Ireland home. Why Are So Many Aircraft Lessors and Aviation Companies Based in Ireland? A number... --- > Before appointing a process agent for a cross-border transaction, it can be helpful to know what type of pricing structure makes sense for your deal. - Published: 2022-10-12 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/blog-process-agent-pricing-clarified-how-to-avoid-inflated-costs/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan Before appointing a process agent for a cross-border transaction, it can be helpful to know what type of pricing structure makes sense for your deal. What this is – This will give you pointers on how to be best determine what your process agent should cost.   What this means – You'll realise cost savings by appointing a process agent that does not charge a per agreement fee. For your U. S. domestic and cross-border financing transaction to be successful, it’s important to have a process agent service in place and be clear on the process agent pricing model before the closing date. The process agent acts as the physical representative in the jurisdiction that will serve as governing law for any issues that arise during the terms of the transaction and receives service of process for legal actions related to the transaction. One factor in securing a process agent that is less widely discussed is appointment terms. How long should an appointment last? What kind of pricing structure is involved? It can be helpful to know the different pricing structures for process agents so that you can more wisely choose which one makes sense for your deal before making the appointment. What other small details should be considered before entering into an agreement? Appointment Term by Transaction Type There are three main types of transactions based on duration: Fixed-term transactions have a maturity or end-date. For example, a bond offering is a fixed-term transaction that might last 5-10 years. In this case, a process agent will often be appointed irrevocably, as required by the lender, and paid for in advance for the entire term... --- > A legal entity identifier syncs to key reference information that enables a unique identification of legal entities participating in financial transactions. - Published: 2022-09-29 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/the-guide-to-using-a-global-legal-entity-identifier/ - Resource Types: Blog - Services: Global Services, Legal Entity Identifier (LEI) - Authors: Pushkala Sivaramakrishnan A legal entity identifier syncs to key reference information that enables a unique identification of legal entities participating in financial transactions. Regulators and financial firms have agreed for quite some time on the need for a global identification system. In response to a G20 request on this issue, the Financial Stability Board (FSB) published a report in 2012, A Global Legal Entity Identifier for Financial Markets, that detailed its recommendations for the creation of a unique identification system for parties involved in financial transactions. It laid the foundation for what is now known as a Legal Entity Identifier (LEI). What Is a Legal Entity Identifier? An LEI is a unique 20-digit alphanumeric code based on the ISO 17442 standard assigned to legal entities. It connects to key reference information that enables the clear and unique identification of legal entities participating in financial transactions. The publicly available LEI data pool serves as a global directory which greatly enhances transparency in the global marketplace that provides much-needed transparency for the benefit of users in both the private and public sectors. The Origins In November 2011, at the G-20 Cannes Summit, the G-20 mandated the FSB to implement a global Legal Entity Identifier (LEI) system to uniquely identify parties to financial transactions. The financial crisis of 2008 provided the impetus to develop this global LEI system, underscoring the need for a single entity code to enable transaction counterparties and regulators to analyze the monetary exposure and risk profile of counterparties. In the United States, Dodd-Frank mandated initiatives to create standard LEIs. The Players Oversight of the governance principles for the global LEI is completed through an FSB-sanctioned Regulatory Oversight Committee... --- > Obtaining corporate documents as a part of your due-diligence process affects the timeline of your deal transaction. Here's everything you need to know about U.S. document retrievals ... - Published: 2022-09-20 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/blog/us-document-retrieval-what-you-need-to-know/ - Resource Types: Blog - Services: Corporate Document Retrieval, US Corporate Services - Authors: Pushkala Sivaramakrishnan Obtaining corporate documents as a part of your due-diligence process affects the timeline of your deal transaction. Here's everything you need to know about U.S. document retrievals ... If you are working on a commercial transaction (for example, merger and acquisition, project finance, restructuring etc. ) that involves companies registered in different countries, you may need to obtain their corporate documents as part of your due diligence process. The ultimate timeline of your deal transaction might depend on how quickly you are able to obtain these documents to verify the legal existence of the entities that are involved. This article focuses on obtaining such documents from companies established in the United States.   What is Document Retrieval and How Does it Work? In the US, there is no one central database/ registry for all companies. Company information is organized state-wise in the respective Secretary of State’s office. As a first step in the document retrieval process, you will need to know the name of the company and the US state in which they are incorporated (this is called the “domestic state). In addition to the domestic state, the said company may have registered themselves to do business in a few other states. As part of the due diligence process, it is important to check their status in all the jurisdictions that they are registered in, not just the domestic state.   If it is a large transaction involving multiple companies in various jurisdictions, the process of retrieving corporate documents from various US states alone could run into several weeks. As an attorney working on the more important aspects of the transaction, this could be a real burden, especially... --- > The requirements for business registration in Canada vary greatly depending on whether the business is domestic, foreign, and which provinces are involved. - Published: 2022-03-23 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/extra-provincial-annual-reports-in-canada/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Tristan Emrich The requirements for business registration in Canada vary greatly depending on whether the business is domestic, foreign, and which provinces are involved. According to the 2021 Best Countries Report, Canada is the number 1 country in the world! In a ranking and analysis project by U. S. News & World Report; BAV Group; and the Wharton School of the University of Pennsylvania, Canada was ranked No. 1 based on a range of categories like culture, economy, politics and technology. TradingEconomics. com projects that Canada will continue to rank high in terms of ease of doing business. And yet, for all U. S. companies (or any federal or non-Canadian foreign corporation) registered extra-provincially in Canada, there’s still the form filling requirements of the annual report. General Rule: Register Extra-Provincially and File the Annual Report If you are incorporated with Federal Canada or if you are a non-Canadian foreign entity (i. e. , foreign LLC or corporation), you must register extra-provincially in the province or territory where you wish to conduct business. Furthermore, if you’re registered domestically in one province or territory in Canada then, with few exceptions, you’ll need to complete the relevant extra-provincial registration to do business in other provinces or territories. The general rule is that when you have an extra-provincial licence, you have to file an extra-provincial annual report (with the exception of Ontario where the annual report is part of the corporate tax return). Legislative Exceptions to the Rule: Nova Scotia and New Brunswick The neighbouring provinces of Nova Scotia and New Brunswick have worked together for several years on various partnership agreements with the understanding that it enhances... --- > New York is often the preferred choice of governing law for financial matters. Discover the benefits of choosing this global hub for cross-border transactions. - Published: 2022-02-16 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/benefits-of-choosing-new-york-governing-law-in-cross-border-transactions/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan New York is often the preferred choice of governing law for financial matters. Discover the benefits of choosing this global hub for cross-border transactions. This is the second article in a series that seeks to explore the reasoning behind some of today’s most common law system and forum selection options in international contracts and the role of a process agent in those transactions. Many questions arise when negotiating international commercial transactions. As discussed in a previous article, one fundamental question is ‘where to sue? ’, which is an issue of forum selection clause (or choice of forum). However, it is just as important to address other issues such as which law will apply to this international transaction? ’, which is a question typically dealt with in a governing law clause (or choice of law). Of course, no one wants to think a deal will end up in a dispute, but choosing the governing law of the contract wisely is crucial to achieving a satisfactory and fair resolution in case litigation proves inevitable. In this article, we will explore some of the reasons that make New York – along with Hong Kong and the United Kingdom – one of the most popular jurisdictions in cross-border transactions. Choice of Forum and Choice of Law Clauses Forum selection and governing law clauses are usually presented together, and require a lot of consideration from the lawyers who are drafting the contract. Some of the main questions typically asked include: Does the forum chosen have a clear and well-developed body of law? Does the law of that particular jurisdiction respect party autonomy and freedom of contract? Are the courts... --- > Forming a business in Denmark is straightforward and rewarding. Learn how to set up a company in this attractive jurisdiction by following these key steps. - Published: 2022-02-09 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/how-to-set-up-a-company-in-denmark/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Pushkala Sivaramakrishnan Forming a business in Denmark is straightforward and rewarding. Learn how to set up a company in this attractive jurisdiction by following these key steps. Denmark is considered to be one of the more sophisticated jurisdictions in which to set up a business, so it is an appealing destination for companies looking to set up or expand into the European Union (EU).   As a foreign investor, setting up a business in a place that is both stable and sophisticated is highly important, and Denmark offers this favoured combination. Many businesses in Denmark are set up as sole proprietorships, but that is only possible if you are a Danish resident. As a foreign investor, this is not an option and some of the commonly used entity types are:  Private limited companies (Anpartsselskaber or ApS)  Public limited companies (Aktieselskaber or A/S) Branch office (Filial) In this article, we will discuss the two main entity types that foreign investors expand into: Danish Private Limited Company, known as ApS, and branch registration, which is known as Filial. Before we jump into these two entity types, there’s an important element to cover, first: the NemID. Denmark is a highly digital society and so to enter into any official or legal correspondence, like setting up a company, you will need the help of somebody with a NemID. A NemID is essentially a digital signature; it’s an electronic number that can be used to interact with the public sector in Denmark. All residents and businesses are granted a particular ID and it is needed in order to access or liaise with any kind of government authority, business registry, social security, and... --- > In this article, we review some of the most notable business entity-related legislative changes from all around the United States in 2021. - Published: 2022-01-14 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/summary-of-2021-legislative-changes-across-the-united-states/ - Resource Types: Blog - Services: Legalisation, US Corporate Services - Authors: Joan Helwig, Esq. In this article, we review some of the most notable business entity-related legislative changes from all around the United States in 2021. 2021 has been a busy legislative year for the United States as lawmakers returned to work after the easing of the restrictions brought on by COVID-19. Let’s review some of the most notable business entity-related bills from various U. S. states that were passed into law in 2021. Arkansas: Senate Bill 601, approved on 28/03/2021, generally became effective on 01/09/2021. This bill created the Uniform Limited Liability Company Act and repealed the Small Business Entity Tax Pass-Through Act; the law previously regulating limited liability companies (LLC). The new Act includes some significant changes, including detailed, specific standards of conduct for members and managers including a fiduciary duty of loyalty. Florida: SB602, approved and effective on 07/05/2021, changed corporate shareholders’ appraisal rights and amended the inspection rights provisions for limited liability company members. Georgia: Senate Bill 168, approved and effective on 27/04/2021, allows for remote annual and special shareholder meetings and includes specific requirements for these remote meetings. House Bill 306, approved and effective on 29/04/2021, allows for remote nonprofit corporation member meetings. Illinois: Senate Bill 1730, approved on 30/07/2021, and effective on the 1st of January, 2022, states that a publicly held domestic or foreign corporation with its principal executive office located in Illinois must report the self-identified sexual orientation and self-identified gender identity of each member of its board of directors. Senate Bill 116, approved on 06/08/2021, and effective on the 1st of January, 2022, among other changes, amends the benefit corporation law to recognise foreign benefit corporations in... --- > If you are forming a company in the United Arab Emirates (UAE), take a look at these key points first that will help you get set up in this jurisdiction. - Published: 2021-11-17 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/how-to-set-up-a-company-in-the-united-arab-emirates/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Lloyd Kashaya If you are forming a company in the United Arab Emirates (UAE), take a look at these key points first that will help you get set up in this jurisdiction. Establishing a business entity in the United Arab Emirates (UAE) can be a very attractive option for foreign companies, with varied opportunities for expanding operations in the region. The existing business types in the UAE fall into four categories: Professional licences, covering services offered by professionals, artisans and craftsmen. Commercial licences, covering all trading and commercial activities with profit-making intentions. Industrial licences, covering all manufacturing activities. Tourism licences, covering all hospitality and tourism activities. The type of licence required will therefore depend on the activity of an enterprise, making this the first thing for a business to identify before starting up in the UAE. Once this has been determined, there are three main jurisdictions to consider: mainland, free zone and offshore. Mainland Companies A mainland company is an onshore company licensed to the Department of Economic Development (DED) of the respective Emirate (free zones have their own licensing authorities, as do the offshore jurisdictions). They are allowed to do business in the local UAE market, as well as outside of the UAE, without any specific restrictions. For commercial and industrial mainland licences, a law came into effect on 1 June 2021 that now allows for up to 100% ownership for foreign investors. For professional licences, foreigners can also own 100% of the company’s shares, however, they are required to appoint a local service agent to the company. Professional licences can be held by individual shareholders, but corporate shareholders are not able to own an entity in mainland jurisdictions. Corporate shareholders... --- > A Certificate of Good Standing verifies that your company is properly and legally registered for business in the U.S. Here’s how to obtain and keep yours. - Published: 2021-10-28 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/how-to-make-sure-you-can-obtain-a-certificate-of-good-standing-in-the-us/ - Resource Types: Blog - Services: Corporate Document Retrieval, US Corporate Services - Authors: Pushkala Sivaramakrishnan A Certificate of Good Standing verifies that your company is properly and legally registered for business in the U.S. Here’s how to obtain and keep yours. Have you ever tried to obtain a Certificate of Good Standing in the U. S. only to find the company was not in good standing? Maintaining your company’s “good standing” status with the Secretary of State prevents fines, penalties, filing delays and the additional compliance costs required to reinstate the entity. It can also prevent costly closing delays for financing and other transactions. There are numerous other reasons for keeping business entities in good standing. What is a Certificate of Good Standing? A Certificate of Good Standing is a state-issued status document that verifies your company is properly registered and legally allowed to engage in business activities in that U. S. state. It also serves as proof of existence of the business entity and assurance that your business follows all relevant state rules. There are consequences of not being in good standing. Entities that are not in good standing in the U. S. cannot: qualify to do business in another state file certificates of amendment, merger or dissolution in some states, obtain business or professional licences secure financing or open bank accounts sell that particular business Keep in mind that loss of good standing in the U. S. will eventually lead to revocation. Revocation can result in the loss of the limited liability protection of business entities, thus exposing the company’s owners to personal liability for the debts incurred by the company. Revocation can also lead to a loss of an entity’s legal right to use its name and to... --- > This blog explains the role of consent to jurisdiction clauses and the minimum contacts requirement in international contracts and transactions. - Published: 2021-05-05 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/consent-to-jurisdiction-forum-selection-clauses-and-the-minimum-contacts-requirement/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan This blog explains the role of consent to jurisdiction clauses and the minimum contacts requirement in international contracts and transactions. Exploring the reasoning behind some of today’s most common choice of law and forum selection options in international contracts – and the role a process agent plays in those transactions. When signing a contract, the parties involved are promising to fulfil their respective obligations as described in the written agreement. In the event that this doesn’t happen, the aggrieved party can consider legal recourse. The question in these situations is not whether to sue, but where. Why? Because not all judicial systems are organised in the same manner. Due to historical, cultural and economic reasons, some jurisdictions have developed a more extensive library of precedents that may be better suited for certain litigation. Let’s take a look. The Minimum Contacts Requirement New York or the United Kingdom tend to be the jurisdictions of choice for parties to an international commercial or financial contract, as they have sophisticated and well-developed bodies of contract, commercial and business law established by their courts. However, a plaintiff party cannot indiscriminately choose where to file a lawsuit. In the United States, for example, their decision is curtailed by way of the defendant's constitutional right to due process, as granted in the Fourteenth Amendment of the U. S. Constitution, that prevents the court from exercising jurisdiction over a defendant unless they have ‘minimum contacts’ with the state in which the court sits (the ‘forum state’). The idea here is that it would not be fair to drag someone to court in a state with which the... --- > What to consider when forming a company in New York? This article explains how to form or qualify an entity to do business in this state. - Published: 2021-04-07 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/blog/how-to-form-a-corporation-in-new-york/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Pushkala Sivaramakrishnan What to consider when forming a company in New York? This article explains how to form or qualify an entity to do business in this state. New York is undoubtedly one of the highly ranked places in the world for setting up a business. It should not come as a surprise that thousands of businesses are established every year in the state. Read on to learn the steps for how to form a corporation in New York, plus some key considerations to be aware of. If you are looking for information on how to form your business in the U. S. , which state to choose and how U. S. entity formation differs from forming elsewhere, read this article first: How to expand your business in the U. S.   Steps to Form a Corporation in New York The first important step is to confirm with your legal advisor that forming an entity in New York makes the most sense in terms of the tax and legal implications for your international business. Your U. S. advisors will then provide guidance on a number of important matters, including what type of entity to form in New York, for example a corporation or Limited Liability Company (“LLC”).   If, after consulting with your U. S. legal and/or tax advisor, your business plan is to set up a corporation in the State of New York, you will need to complete and file a Certificate of Incorporation containing: Name of the Corporation  The first step would be choosing the name of the corporation. The New York Business Corporation Law (NYBCL) requires entities to have one of the following corporate endings... --- > What do counterparties need to consider when appointing a process agent for their commercial transactions? Read the blog to find out more. - Published: 2020-12-02 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/blog/appointing-a-process-agent-the-counterpartys-perspective/ - Resource Types: Blog - Services: Process Agent - Authors: Pushkala Sivaramakrishnan What do counterparties need to consider when appointing a process agent for their commercial transactions? Read the blog to find out more. When it comes to appointing a process agent, counterparties may be unfamiliar with the role of a process agent in a cross border transaction and why one is needed because this role is not often required in other types of financing transactions within their country. As a reminder, a process agent is appointed in financing agreements, often to comply with lender requirements to ensure that any legal action in which court papers may be served on the borrower or related parties in the financing agreement are received in the jurisdiction designated in the governing law provisions of the finance agreements. But as the counterparty, what key elements do you need to consider when the borrower or the obligor is appointing a process agent for your commercial transaction, given that such an appointment is made solely for your benefit; to serve legal process to these parties in the event of default ? Appoint a Process Agent for the Term of the Transaction When appointing a process agent, the counterparty needs to make sure that the process agent is available throughout the entire term of the transaction. As such, it’s common for lender counterparties to insist on appointing a process agent on an irrevocable basis for the life of the transaction.   For instance, if a process agent is only appointed for the first year, there’s no guarantee that the process agent will be available/ contracted for the remainder of the transaction.   Ensure Prepayment for the Entire Term Lender counterparties typically... --- > Why should you register a company in Ireland? When looking for supportive business legislation, Ireland is a favourable option. Read on for more. - Published: 2020-10-07 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/blog-global-business-expansion-why-register-a-company-in-ireland/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Staff Contributor Why should you register a company in Ireland? When looking for supportive business legislation, Ireland is a favourable option. Read on for more. If you’re looking to expand globally, what criteria should you analyse when selecting your next jurisdiction? A global pandemic has stifled economies and their normal ways of doing business. We’re awaiting Brexit, where certain mechanisms for commerce will no longer be available and a new way is still yet to be defined. Additionally, in the U. S. , there’s an upcoming presidential and congressional election cycle that makes the future of their international investment policy unreliable (for now). In short, the world is an uncertain place. As a general guiding principle for global expansion, what works best for your company is always the right answer. Some of the factors to consider include promising tax rates, supportive business legislation/ecosystems, ease of doing business, geographical proximities, language and workforce talent. Looking at these benchmarks, company formation in Ireland is a favourable option to consider. Let’s take a high-level look at each criterion. Flat Corporate Tax Rate Ireland has a flat rate corporate tax of 12. 5% and was ranked in the top 20 in the world for the lowest tax rates in 2019. For comparison, in the U. S. the weighted average by population combined corporate income tax rate under current law is 25. 7%. Additional tax incentives in Ireland may also be available for certain investments, such as a tax credit for research and development. Furthermore, Ireland has double tax treaty agreements in effect with 73 other countries. Supportive Business Legislation and Ecosystems Ireland is a pro-business environment. The Irish government has... --- > Curious about how to authenticate documents in the UK so they can be used for commercial purposes abroad? Read on for more. - Published: 2020-09-23 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/the-process-of-authenticating-commercial-documents-in-the-uk-for-international-use/ - Resource Types: Blog - Services: UK Corporate Services, UK Legalisation - Authors: Pushkala Sivaramakrishnan Curious about how to authenticate documents in the UK so they can be used for commercial purposes abroad? Read on for more. When do you need to legalise and authenticate documents? This process is critical when you need to use documents originating in one country for commercial purposes in another. This could be anything from corporate documents to commercial invoices and power of attorney or export-related documents. In order for these documents to be fit for use abroad, their authenticity and origin need to be verified.   In our previous article, ‘Document Authentication and Legalisation: Step-By-Step Guide’, we took a close look at documents originating in the U. S. This included diving into the specific steps and requirements for publicly issued state or local documents, non-publicly filed documents and publicly issued federal agency documents. In this article, we’ll dive into the verification process for documents originating in and outside of the UK. In addition, we’ll explain some of the complexities involved with British overseas territories, Crown dependencies, GCC (Gulf Cooperation Council) countries as well as how to handle document authentication with Hague Apostille Convention members and non-members. Read on for more. Documents Originating in the UK: The Hague Apostille Convention The Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents — also known as the Apostille Convention or Apostille Treaty — is an agreement between member-countries allowing the recognition of apostilles without the need for further involvement or authentication from relevant embassies.   Unless granted by a government authority (i. e. Companies House), any commercial document issued in the UK needs to first be notarised. This is to verify the... --- > What exactly do you need to know about loans and preparing and filing Uniform Commercial Code financing statements? Read on for key considerations. - Published: 2020-09-02 - Modified: 2025-06-13 - URL: https://www.cogencyglobal.co.uk/blog/how-liens-loans-mortgages-and-charges-are-searched-and-filed-in-the-us/ - Resource Types: Blog - Services: Due Diligence Services, US Corporate Services - Authors: Pushkala Sivaramakrishnan What exactly do you need to know about loans and preparing and filing Uniform Commercial Code financing statements? Read on for key considerations. The Uniform Commercial Code, also known as UCC, is a large body of laws in the United States which govern commercial transactions. In particular, Article 9 of the UCC covers secured transactions, enabling lenders to have a security interest in the debtor’s or borrower’s property in the event of a default on a loan or the borrower filing for bankruptcy. What exactly do you need to know about the Uniform Commercial Code? The following article looks at how liens, loans, charges and mortgages are searched and filed in the U. S, along with key considerations for preparing and filing UCC financing statements. The Uniform Commercial Code Article 9: Defaulting on a Loan By filing a UCC financing statement, also known as a UCC1, with the appropriate filing office (usually the Secretary of State or equivalent), the public is put on notice of the property the company/borrower has pledged as collateral to another party. This could be anything from inventory, machinery and equipment to accounts receivable, stocks and bonds.   This means that if the borrower decides to go to another lender for a loan and pledges the same collateral, the lender can easily find this information in the public record through a due diligence search. At this point, the lender can either decide not to give the loan or take the risk if they feel the collateral has enough value to cover the loan in the event of a default. If an organisation (i. e. the borrower) defaults on a loan,... --- > When expanding your business in the U.S., which jurisdiction should you choose and what are your key formation considerations? Read on for more. - Published: 2020-08-05 - Modified: 2025-06-13 - URL: https://www.cogencyglobal.co.uk/blog/how-to-expand-your-business-in-the-us/ - Resource Types: Blog - Services: US Company Formation, US Corporate Services - Authors: Pushkala Sivaramakrishnan When expanding your business in the U.S., which jurisdiction should you choose and what are your key formation considerations? Read on for more. Business expansion in the U. S. can become complicated if you’re unsure of the various formation and registration processes in each state. How do you know which jurisdiction to choose to form your company? Often businesses abroad aren’t aware that when forming a company in the U. S. , the choice of state requires analysis of several factors (i. e. type of business conducted, short and medium-term expansion plans) as well as extensive legal and tax advice. This article takes a look at key considerations when moving forward with business expansion in the U. S. , as well as some examples of jurisdictions to choose from depending on the type of business you conduct. Read on for more. Your Key Considerations: Comparing Formation Options in the UK vs. U. S. The following is a breakdown of the differences between the UK and the U. S. when it comes to business expansion, determining which state(s) to register in the U. S. , as well as what entity type will best fit your business and meet legal and tax goals. While this varies from country to country in Europe, we’ve chosen the UK as an example to demonstrate the distinctions.   Choosing a Jurisdiction UK: All companies are registered with the Companies House. However, they can establish their registered offices in any UK country: England, Wales, Scotland or Northern Ireland, depending on their business requirements. U. S. : In the U. S. , there are 50 different states plus Washington, D. C. Formation in... --- > The global pandemic has had an impact on business forecasts around the world. Discover the importance of due diligence during this economic uncertainty. - Published: 2020-06-11 - Modified: 2025-06-13 - URL: https://www.cogencyglobal.co.uk/blog/financial-restructuring-in-the-us-an-increasing-demand-for-due-diligence-ahead/ - Resource Types: Blog - Services: Due Diligence Services, US Corporate Services - Authors: Bruce S. Gallo, Esq. The global pandemic has had an impact on business forecasts around the world. Discover the importance of due diligence during this economic uncertainty. With an increasing number of bankruptcy projects on the legal horizon comes an increased need for thorough public record due diligence. The global pandemic sparked by the novel coronavirus has had an indelible impact on business forecasts around the world. Due to economic uncertainty, fewer transactions are being worked and parties have sought ways out of deals that were agreed upon prior to the crisis.   In tandem with these transactional disruptions, it’s likely that there will be an increase in financial restructuring as businesses navigate around the risk of bankruptcy that comes with economic instability. Due Diligence in Financial Restructuring and Bankruptcy Work Over the past few months, businesses in the U. S. have been re-examining their credit positions as they face (or try to avoid) bankruptcy, working with lenders to make adjustments to their current agreements and perhaps turning to restructuring as a means of riding through this period of financial uncertainty. Legal professionals can expect to see a heightened degree of refinancing, bridge financing, loan restructurings and workout agreements, as well as corporate restructurings through combinations or dissolutions that can eliminate untenable businesses or reduce costs.   With this increased restructuring activity, the importance of thorough public record due diligence cannot be understated.   Any of the transactions mentioned above will generally require a new round of public record due diligence. With the U. S. in particular, this includes searching UCC liens, federal tax liens, state tax liens and judgment liens along with litigation searches, bankruptcy searches... --- > What are the key requirements involved in managing international subsidiaries and expanding into multiple jurisdictions? Read on for more information. - Published: 2020-04-29 - Modified: 2025-06-23 - URL: https://www.cogencyglobal.co.uk/blog/international-subsidiary-management-3-key-requirements/ - Resource Types: Blog - Services: Global Services, Global Subsidiary Management - Authors: Staff Contributor What are the key requirements involved in managing international subsidiaries and expanding into multiple jurisdictions? Read on for more information. If you’re planning on expanding your business internationally, one of the first things you’re probably considering is whether your offerings are commercially viable in certain foreign jurisdictions. Other macro-economic factors such as the political or business climate, legal environment and resource availability in said jurisdictions should also spring to mind.   But dealing with the complexities involved in corporate filings and compliance requirements can be difficult to take on. And if you’re expanding across international waters, this is probably the last thing you want to worry about. When a business is ready to move forward with the incorporation or registration of their company in a new jurisdiction, they’re likely to encounter unique challenges they haven’t yet faced in their own local jurisdiction. Once a business has established multiple foreign subsidiaries, the obstacles or challenges they face tend to increase. It’s an ongoing annual assignment to keep the portfolio active and in good standing. Additionally, it’s common for businesses to lack the staff or resources on hand to manage the range of unique requirements in various jurisdictions. Bringing on an external partner that specialises in international subsidiary management services and that has access to corporate registries can help you maintain the health of the portfolio. Addressing the Complexities of Your Global Expansion Once you’ve consulted with legal and tax experts to prepare a business plan for international expansions, here are some practical matters you should consider before embarking on a foreign incorporation or registration: Determine what the lead time is to... --- > Those who approve the opinion letter and provide the required documentation need to keep in mind that all good standing certificates are not equal. - Published: 2019-11-26 - Modified: 2025-06-19 - URL: https://www.cogencyglobal.co.uk/blog/what-a-us-certificate-of-good-standing-does-and-does-not-tell-you/ - Resource Types: Blog - Services: Corporate Document Retrieval, US Corporate Services - Authors: Teri Mayor Those who approve the opinion letter and provide the required documentation need to keep in mind that all good standing certificates are not equal. When a corporation or limited liability company is involved in a transaction, the opinion letter usually makes a representation as to the ‘existence’ or ‘good standing’ of the company. This is why due diligence checklists usually require a Good Standing Certificate from the company’s home state and any state where it is registered to do business. Those who approve the opinion letter, as well as those who provide the required documentation, need to keep in mind that all Good Standing Certificates are not equal. Long Form vs. Short Form Standing Certificate A long form Certificate of Good Standing confirms the status of the company and lists all documents on file. Certified copies of those documents are not automatically attached and must be requested with the certificate if they are needed. A standard (sometimes called ‘short form’) Certificate of Good Standing reflects the existence and status of a company but does not list what documents have been filed. A number of states do not issue ‘Good Standing Certificates’ that attest to the status of the company, but instead, issue certificates that simply certify that the company exists in the state’s records (i. e. Existence or Subsistence Certificates or a Certificate of Fact). It is important to read the certificate you receive to understand what the state is certifying. Long Form Certificate Not Always Available There are many states that offer long form certificates for domestic entities, including Delaware, D. C. , Michigan, North Carolina, New York, New Jersey, Nevada, Texas and Virginia, to... --- --- ## Webinars > Don't miss the chance to attend our webinar, International Public Record Due Diligence. - Published: 2025-06-27 - Modified: 2025-06-27 - URL: https://www.cogencyglobal.co.uk/webinar/international-public-record-due-diligence-how-to-navigate-jurisdictional-differences/ - CLE: Eligible - Resource Types: Webinars - Authors: Pia Angelikis, Esq., Pushkala Sivaramakrishnan Upcoming: Learn how to navigate the challenges of public record due diligence on entities outside the U.S., with insights on legal nuances and alternative information sources. Webinar Details On July 29, 2025, join us for our free CLE webinar, International Public Record Due Diligence: How to Navigate Jurisdictional Differences, which will discuss the complexities and nuances of conducting public record due diligence on entities located in jurisdictions outside the United States. This webinar, presented by Pia Angelikis, Esq. , VP, Government Relations and Legal Research and Pushkala Sivaramakrishnan, VP, Product Management, International Corporate Services, aims to address some of the challenges in the due diligence process and point to some alternative sources of information based on their legal framework. Learning Objectives:  Transactional Due Diligence–: The What and the Why Fundamentals of the due diligence process Due diligence process in the US Overview of the Corporate Landscape Common Law vs Civil Law jurisdictions International Equivalents of due diligence documents European mode of corporate transparency Global trends in corporate transparency Challenges of emerging economies and multiplicity of data sources --- > Don't miss the chance to attend our webinar, International Public Record Due Diligence. - Published: 2024-06-25 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/webinar/international-public-record-due-diligence/ - CLE: Eligible - Resource Types: Webinars - Authors: Pia Angelikis, Esq., Pushkala Sivaramakrishnan Now on Demand: Covering the fundamentals of transactional due diligence, including its purpose, process, and international challenges. Webinar Details Our upcoming free webinar, entitled International Public Record Due Diligence, intends to discuss the complexities and nuances of conducting public record due diligence on entities located in jurisdictions outside the US. Presented by Pushkala Sivaramakrishnan, VP of Product Management, International Services and Pia Angelikis, Esq. , VP of Government Relations and Legal Research, this webinar aims to address some of the challenges in the due diligence process and point to some alternative sources of information based on the jurisdiction's legal framework.   Learning Objectives:  Transactional due diligence: The What and the Why  Fundamentals of the due diligence process  Due diligence process in the US  Overview of the Corporate Landscape  Common Law vs. Civil Law jurisdictions  International Equivalents of due diligence documents  European mode of Corporate Transparency  Challenges of emerging economies and multiplicity of data sources --- > Don't miss the chance to attend our webinar on rules regarding the reporting of beneficial ownership in the UK. - Published: 2023-06-21 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/webinar/beneficial-ownership-compliance-requirements-for-overseas-entities-owning-uk-real-property/ - CLE: Eligible - Resource Types: Webinars - Authors: Pia Angelikis, Esq., Pushkala Sivaramakrishnan Now on Demand: Now on Demand: We discuss anti-money laundering regimes, the Economic Crime Act 2022, and compliance changes. Webinar Details Our presenters, Pushkala and Pia, provided insight into the information that needs to be submitted and introduced attendees to the role of a UK-regulated agent. We also highlighted key dates for Economic Crime (Transparency & Enforcement) Act 2022 (ECTEA 2022) compliance, shared useful tips from HM Land Registry on property transaction registration and explored the groundbreaking changes made by the legal and banking industries to enhance compliance.   If you missed it, or need to revisit any points, a recording of the webinar is available. Don't miss this chance to stay abreast of these vital regulations and ensure your organization remains compliant. We encourage you to share this information with your colleagues and networks.   Learning Objectives: EU and UK Anti-Money Laundering and Disclosure Regime Beneficial Ownership Disclosure landscape in the UK for registered companies Concept of Overseas Entities (OEs) in the UK Summary of Economic Crime (Transparency & Enforcement) Act 2022 (ECTEA 2022) Definition of Beneficial Ownership for OEs transacting real property, registration requirements and the process HM Land Registry guidance for registration of property transactions Changes implemented by the legal industry/banking industry to improve compliance --- > Don't miss the chance to attend our webinar on the legalization of documents for modern international transactions. - Published: 2022-07-28 - Modified: 2025-06-16 - URL: https://www.cogencyglobal.co.uk/webinar/legalization-of-documents-for-modern-international-transactions/ - CLE: Eligible - Resource Types: Webinars - Authors: Teri Mayor, Pia Angelikis, Esq. Now on Demand: The session provided an overview of legalization procedures and the Hague Apostille Convention. Webinar Details This webinar explores the history, the current state of affairs and the possible future of the legalization process for documents used in international transactions. It also reviews the history of the Hague Convention of 5 October 1961, Abolishing the Requirement of Legalization for Foreign Public Documents, as well as the impact of technology and the recent pandemic on the procedures required. You can expect to come away with a better understanding of the required procedures for legalization and helpful information for navigating the process's complexities. Learning Objectives: An overview and definition of the legalization process. The history and current state of the Hague Apostille Convention. Protocols and steps for legalization for Hague vs Non-Hague countries. The impact of technology on legalization and electronic apostilles. The process of legalizing documents originating outside of the US. --- --- ## Announcements > Stay informed with the latest updates, service announcements and news from Cogency Global, your trusted partner in corporate compliance and legal support. - Published: 2025-06-25 - Modified: 2025-06-25 - URL: https://www.cogencyglobal.co.uk/announcement/welcome-to-our-new-emea-cogency-global-website/ - Categories: Company News We've just rolled out a refreshed Cogency Global experience for our EMEA community! Why a Regional Update? When we launched our new global site in February, many of you asked for content and resources that speak directly to the way you do business across the UK, Europe, Africa and the Middle East. This dedicated EMEA site delivers exactly that. What You’ll Notice Faster paths to local servicesFind process agent, corporate secretarial and due diligence solutions tailored to your specific requirements. Region-specific insightsAccess focused resources on cross-border transactions, due diligence and corporate formations across various segments and countries in EMEA. Streamlined design for quicker way-findingCleaner navigation, smarter search and clearer page layouts get you to the right information quicker—no digging required. What Stays the Same Personal, responsive client service from our EMEA and global teams The business compliance thought leadership you rely on Smarter site-wide search Take a Two-Minute Tour You can contact us with any questions or feedback you may have. --- > Stay informed with the latest updates, service announcements and news from Cogency Global, your trusted partner in corporate compliance and legal support. - Published: 2025-06-02 - Modified: 2025-06-04 - URL: https://www.cogencyglobal.co.uk/announcement/a-seamless-transition-in-leadership-at-cogency-global/ - Categories: Company News, Industry News Meet Terrie Campbell, new CEO of Cogency Global We’re pleased to share an exciting management update at Cogency Global. Our CEO, Bruce Jacobi, is retiring and passing the leadership role to Terrie Campbell, an experienced executive who shares our unwavering devotion to excellent client service.   For decades, Cogency Global has built trusted relationships on responsiveness, expertise and personalized attention. That commitment will always remain the foundation of everything we do. Terrie has an exceptional background in legal services and a strong passion for delivering outstanding client experiences. Her vision closely aligns with our values, ensuring a seamless continuation of the service you always expect from us.   Bruce’s leadership helped shape the high-touch, client-first approach Cogency Global is known for. With Terrie at the helm, we are geared toward further strengthening our focus on your success.   You can learn more about this transition by reading the press release here. Thank you for being a valued client of Cogency Global.   --- --- ## Pages > This page outlines the cookie notice policy for users. - Published: 2025-01-06 - Modified: 2025-05-02 - URL: https://www.cogencyglobal.co.uk/cookie-notice/ What are Cookies? Cookies are small text files sent from a website to your browser’s memory that help make your online experience more efficient and relevant to your interests. Cookies have many different jobs. For example, they allow us and our service providers to identify returning visitors and tell us things such as how many people visited our websites, the pages that were accessed, and whether there were any technical problems in loading pages. We also use cookie information for security purposes and to display information more effectively. By collecting this information, we learn what parts of our websites and services are the most interesting or valuable to our visitors, and can monitor overall interest in, and functioning of, our websites and services. Cookies also help to ensure that advertisements you see online are more relevant to you and your interests, and we may use cookies to track responses and views of our advertisements. There are other technologies that are similar to cookies, such as web beacons, which are also known as internet tags, pixels and clear GIFs. These technologies function like cookies, and we refer to cookies and these similar technologies collectively as “cookies” for purposes of this Cookie Notice. You can find more information about cookies at: www. allaboutcookies. org. Some cookies can collect personal information, including information you disclose like your username, or other identifiers that are collected together with your browsing history and activity, to deliver more relevant content and understand your preferences. For further details on... --- > This website (“Website”) is a service made available by Cogency Global (UK) Limited, formerly known as NCR National Corporate Research (UK) Limited. - Published: 2024-09-13 - Modified: 2025-06-10 - URL: https://www.cogencyglobal.co.uk/terms-of-use/ This website (“Website”) is a service made available by Cogency Global (UK) LIMITED. , formerly known as NCR National Corporate Research (UK) LIMITED. ("NCR"). By use of the Website, you agree that all content, information, images, software and all other material (“Content”) provided on or through the Website may and shall be used solely under the following terms and conditions (“Terms of Use”). Website License As a user of this Website, you are granted a non-exclusive, non-transferable, revocable, limited license to access and use the Website in accordance with these Terms of Use. COGENCY GLOBAL may terminate this license at any time for any reason. Limitations on Use Use of the Content on this Website is limited to lawful business purposes. You may not reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Website or Content. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Website, except to the extent specifically permitted herein. Not Legal Advice Content contained on or made available through the Website is not intended to and does not constitute legal advice and no lawyer-client relationship is formed. Use of the information in the Website or materials linked from the Website is at your own risk. You should consult a lawyer with any legal questions you... --- > This Privacy Notice is to identify how we process, collect, store, share & use the information that we collect from you with your use of our services. - Published: 2024-07-22 - Modified: 2025-06-30 - URL: https://www.cogencyglobal.co.uk/privacy-policy/ This Privacy Notice is to identify how we process, collect, store, share & use the information that we collect from you with your use of our services. We may update or modify this Privacy Notice at any time, by posting the amended version on this site and including the effective date of the updated version. By accessing and/or using the Services, you accept and agree to the terms of this Privacy Notice and the use of your data and personal information as described in this Privacy Notice. If you do not agree to be bound by this Privacy Notice or any subsequent modifications, you should not access or use the Services or disclose any personal information through any of the Services. This Privacy Notice was last updated September 1, 2024. Your privacy and the security of your personal information is, and will always be, important to us. We want to transparently explain how and why we gather, store, share, and use your personal information, as well as outline the controls and choices you have around when and how you choose to share personal information. If we use your personal information, you will have certain important rights which you can exercise. The rights you will be able to exercise will depend on how and why we use your information and the jurisdiction in which you are located. This Privacy Notice contains the following information, which you can access by scrolling down: How to contact us. The information we collect about you. How we may use your information. Who we may share your information with. Your rights and options regarding your personal information. How we safeguard your personal information. How... --- ---