Accounting
Which states have publication requirements for business entities?
Published
3 months agoon
When your business clients form a limited liability company or corporation — or they make certain changes to their entity — they may be required to publish a notice in a local or legal newspaper. Some states have publication requirements to inform the public about new business entities and changes to existing entities. It’s critical that business owners comply with their state’s rules, or they could face fines and other penalties.
In this article, I’ll discuss the states that require public notices and provide some details about when, where, and for how long the notices must appear. The exact information states require companies to include in their published notices vary. It’s important that your clients check with their state or talk with an attorney to ensure they disclose all of the required information.
Arizona publication requirements
In most Arizona counties, LLCs and corporations must publish a public notice of their formation. The Arizona Corporation Commission automatically publishes a notice in the Public Notice section of its website for entities in Maricopa and Pima counties with more than 800,000 persons. Entities in other counties must publish their own notice in a newspaper. If your clients are in a county other than Maricopa and Pima, you can direct them to ACC’s
Although optional, business owners may file the Affidavit of Publication (verification of publication) issued by the newspaper with the ACC. If they opt not to file the Affidavit of Publication with the ACC, the entity should retain it with its other business records.
Arizona LLC publication rules
A new
Arizona corporation publication rules
A new corporation must publish a copy of its Articles of Incorporation in a general circulation newspaper if its known place of business is in any Arizona county other than Maricopa or Pima counties. It’s required to do so within 60 days after the corporation’s Articles of Incorporation are approved by the ACC.
Georgia publication requirements
Georgia requires that corporations formed in the state and all companies registering for a trade name publish a notice. Business owners should keep a copy of the publisher’s affidavit as proof of publication.
Georgia corporation publication rules
The notice of intent to incorporate and a $40.00 publication fee must be delivered to the newspaper no later than the business day after the corporation files its Articles of Incorporation with the Georgia Secretary of State office. The notice must be published within 10 days after the newspaper receives it, and it must appear in the publication once per week for two consecutive weeks.
The Secretary of State requests corporations to use the format below when submitting their notice:
NOTICE OF INCORPORATION
Dear Publisher:
Please publish once a week for two consecutive weeks a notice in the following form:
Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code (or Georgia Nonprofit Corporation Code). The initial registered office of the corporation is located at (Address of Registered Office) and its initial registered agent at such address is (Name of Registered Agent).
Enclosed is (check, draft or money order) in the amount of $40.00 in payment of the cost of publishing this notice.
Sincerely,
(Authorized signature)
Georgia trade name publication rules
Nebraska publication requirements
New LLCs and corporations in Nebraska must publish a notice of their formation. Nebraska also requires notices of amendments to entities’ formation documents, mergers, entity conversions (i.e., changing entity type), domestication changes, and voluntary dissolutions. The state also requires businesses that file a trade name to publish a notice. Entities must file proof of notice of publication with the Secretary of State office.
Nebraska LLC publication rules
An
If an existing LLC makes a change (e.g., an amendment to its certificate of organization, a merger, conversion or domestication), it must publish a notice summarizing the change for three successive weeks in a legal newspaper of general circulation near its principal office.
In the case of a dissolution, the LLC must publish a notice in a legal newspaper of general circulation for three consecutive weeks.
Nebraska corporation publication rules
A
Nebraska trade name publication rules
If a business files to use a DBA in Nebraska, it must
New York publication requirements
In New York State, new domestic LLCs and foreign LLCs must publish a notice of their formation (domestic LLC) or authority to conduct business (foreign LLC). After publication, companies must submit a Certificate of Publication and affidavits from the newspapers to the New York Department of State.
New York LLC publication rules
A
The state requires the notice to be published in two newspapers (one daily newspaper and one weekly newspaper) designated by the county clerk where the LLC is located once per week for six consecutive weeks.
Failure to publish a notice could result in suspension of an LLC’s authorization to conduct business in New York.
Pennsylvania publication requirements
New corporations and all businesses using a DBA in Pennsylvania must fulfill the state’s “advertising requirements.”
Pennsylvania corporation publication rules
New corporations in Pennsylvania must
While Pennsylvania does not specify specific deadlines for publishing notices nor consequences for failing to fulfill the corporation publication requirements, noncompliance could be risky. For example, a court might determine that the entity pierced the corporate veil, thereby losing its capacity to sue in the state and compromising its shareholders’ and board members’ personal liability protection against the corporation’s debts.
The PA secretary of state office does not require proof of publication, but it’s recommended that the business keep affidavits of publication from the newspapers and retain them with other corporate records.
Pennsylvania fictitious name publication rules
If a business (any entity type) will do business under a fictitious name and it has listed an individual in Box 4 of the Registration of Fictitious Name form [DSCB:54-311]), it must
The advertisement must appear in two newspapers of general circulation (one a legal newspaper, if possible) in the county where the business is located. The notice may appear before or after the business files its fictitious name application with the state. Business owners should keep proof of publication in their company’s records.
States requiring only DBA public notices
Several states without publication requirements for LLC and corporation formations require companies to publish DBA notices in a newspaper or legal publication:
California – A registrant must publish a notice 30 days after filing a fictitious business name statement in an approved local general circulation newspaper near the company’s principal place of business. The public notice must appear once each week for four consecutive weeks. Within 30 days of the final published date, the registrant must file an affidavit of publication with the city or county office.Florida – In Florida, a business must advertise its fictitious name at least once in a newspaper in the county of its principal place of business. The state does not require proof of advertisement.Illinois – A notice of an assumed name filing must appear in a general circulation newspaper in the county of filing once weekly for three consecutive weeks. The first publication should occur within 15 days after the business files its assumed name certificate with the county clerk. Proof of publication must be submitted to the county clerk within 50 days of the assumed name certificate filing date.Minnesota – An individual or entity must publish its Certificate of Assumed Name for two consecutive issues in a qualified legal newspaper where the principal place of business resides. The company should keep the affidavit of publication in its records in case it needs proof that it published the required notice.
Where your clients can find additional information
Secretary of state offices and other agencies that oversee business affairs in your clients’ states usually provide information about publication requirements on their websites. If your clients have questions or don’t find what they need there, they can get the details they need by calling or emailing those resources or reaching out to their attorney for guidance.
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Accounting
Carr, Riggs & Ingram and PKF O’Connor Davies receive outside investment
Published
3 hours agoon
November 18, 2024Two Top 50 Firms, Carr, Riggs & Ingram and PKF O’Connor Davies, separately announced Monday they scored funding from investment firms, marking the latest examples of accounting firms attracting outside financing from venture capital and other sources.
CRI, based in Enterprise, Alabama, received funding from Centerbridge Partners, a private investment management firm, and Bessemer Venture Partners, a VC firm. PKFOD, based in New York, received funding from Investcorp, a global alternative investment firm, and the Public Sector Pension Investment Board, one of Canada’s largest pension investment managers. (Investcorp formerly owned Accounting Today’s parent company.)
The amount of investment was not disclosed in either case. In both cases, the firms will be splitting their attest and non-attest sides in an alternative practice structure, as is common practice when private equity firms invest in CPA firms.
Carr, Riggs & Ingram, L.L.C., as an independent licensed CPA firm, will provide assurance, attest and audit services. CRI Advisors, LLC (including its subsidiary entities) will operate as a separate legal entity, providing clients with tax and business consulting services.
PKF O’Connor Davies LLP, as a licensed CPA firm, will provide attest services, while PKF O’Connor Davies Advisory LLC and its subsidiary entities will continue to provide tax and advisory services.
CRI ranked No, 24 on Accounting Today’s 2024 list of the Top 100 Firms, with $455.36 million in annual revenue. PKFOD ranked No. 26 with $380 million.
CRI plans to use the extra funding for M&A, technology-driven service delivery, and client-centered innovation.
“Centerbridge and Bessemer recognize the value that CRI has already built and see the potential for where the company can go,” said CRI chairman Bill Carr in a statement Monday. “We are thrilled to gain partners whose vision aligns with ours. We believe this strategic investment will greatly benefit our talented team members and certainly our valued clients as well. We’ll be able to invest more into our staff, create new opportunities, and continue doing what we’ve always done, which is delivering exceptional results to our clients.”
Centerbridge has approximately $40 billion in assets under management as of Sept. 30, 2024, while Bessemer has more than $18 billion in assets under management. Centerbridge and Bessemer are taking a combined 51% voting interest in the firm.
“This combination is truly groundbreaking—CRI is the accounting profession’s ‘feel good’ story of the century,” stated Koltin Consulting Group CEO Allan Koltin, who consulted with CRI during the investment research and transaction process. “CRI is the only top 25 firm in the country to grow from a start-up to $500 million in a little over 25 years, making it the country’s fastest-growing first-generation firm. From its humble beginnings in Enterprise, Alabama, and Destin, Florida, CRI has become the youngest top 100 firm ever to receive a private equity investment as a foundation firm. Many private equity firms courted them during this process, but they chose Centerbridge and Bessemer for their similar values and shared vision of what CRI can become at the national level. There is no question in my mind that CRI will grow substantially over the next years while maintaining the ‘family feel’ culture they have had since day one.”
CRI engaged William Blair & Company, L.L.C. as its financial advisor and McGuireWoods LLP as its legal counsel for this transaction. Simpson Thacher & Bartlett LLP and Vedder Price served as legal advisors, and Citizens M&A Advisory served as financial advisor to Centerbridge and Bessemer.
PKFOD plans to use the outside investment to improve its competitiveness and long-term sustainability, strengthening its balance sheet to provide flexibility for increased M&A activity as well as invest in new technology and service lines. PKFOD did not disclose whether Investcorp and PSP will be taking a majority interest in the firm.
“Since inception, our identity as an organization has been our enduring commitment to service. This investment from Investcorp and PSP further validates that we have an attractive business with a great brand, great talent and great customers,” said Kevin Keane, PKF O’Connor Davies’ Executive Chairman. “Investcorp and PSP Investments have a long history of backing profitable, industry-leading companies with demonstratable growth avenues and were impressed by PKFOD and the culture that we have built.”
Capstone Partners served as sole financial advisor while Levenfeld Pearlstein served as legal advisor to PKF O’Connor Davies. Gibson Dunn served as legal advisor to Investcorp. Weil, Gotshal & Manges served as legal advisor while McDermott Will & Emery served as regulatory counsel to PSP Investments.
“In recent years, Investcorp has established itself as a partner of choice for ambitious professional services organizations seeking to grow,” said Steve Miller, co-head of North America Private Equity at Investcorp, in a statement. “Together with PSP Investments, with whom we have a strong investment track record in the professional services sector, and more than 200 PKFOD partners, we are excited to build upon the organization’s decades of success.”
Accounting
Art of Accounting: 11th anniversary of weekly quick fixes
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3 hours agoon
November 18, 2024Enjoy complimentary access to top ideas and insights — selected by our editors.
This is my 572nd consecutive weekly Art of Accounting column in Accounting Today web edition, making this my 11th anniversary. Any “anniversary” is a milestone and cause for celebration, reflection and anticipation going forward.
These columns are all short quick fixes to problems colleagues called me about, some aha moments I wanted to share, or some things I’ve long ago started doing and find they are still perfectly relevant. If I eliminate duplicate ideas or some personal musings, I’ve posted at least 500 separate columns with quick fixes that readers could benefit from. Looking back, I am very proud of this and somewhat amazed that I’ve had that many ideas, tips and best practices to share.
Looking forward, I am eager to continue with more ideas than one might imagine, with more developing almost daily. Some I will write about soon, some I will incorporate into issues other accountants have discussed with me, and some will be pushed back for more urgent issues colleagues expressed and which I will use the column to provide them with a thought-out reply. After those are posted, I usually email the caller a link. Experience has shown me that few will reply thanking me, so I do not expect any replies. My joy is being able to help them and share that help with others who might have the same problems. I also get fresh material for other articles, speeches and some books I have written, including my recent Memoirs of a CPA.
When I started this column I prepared material for about a dozen columns and had a list of topics for perhaps another dozen columns. Not all of those two dozen ideas have been used, making way for newer or more current ideas. Actually ideas are our currency. The more ideas we have the better able we are to provide exceptional value to clients. Accountants and advisors do not live in a vacuum or are not cordoned off in a silo but are subjected to everything going on in the real world and in business and serving the needs of our clients.
Failing to add anything new dooms us to fail. The problem with that is that the lack of success helping clients is incipient and creeps up over time until there is a big boom of realization that there is more out there than we are able to handle and we lose the client. Not “we” since I do not lose the client for lack of attention or a dearth of value or fresh ideas, and not “you” since by your reading this column, you are demonstrating the same desire I have to help clients above and beyond the obvious. But other accountants who just trudge along, getting paid regularly, doing what they signed on to do and even doing it “perfectly” but not providing any added value, insights, fresh outlooks or challenges to their clients, and minimal growth to their practices.
Anyway, preaching to the choir is not my purpose with these columns, but reaching the onlookers who are pretty much satisfied with everything and who shy away from the disruption changes cause. I try to write things that will attract the onlookers (as well as my many regular readers). If I do not post anything new, then the onlookers will never read it. If I post it, they might read it. I will go with the might rather than the never. The might is what excites me and a call from someone that read something of mine for the first time creates the excitement I get by continuing these columns.
I appreciate you reading this column today and if you send me a “congrats” to
Thanks go to Michael Cohn, who edits these columns, and he also has not missed an issue. We coordinate vacations and days off so our schedules mesh perfectly. He has become a good friend as well as a great partner in these columns.
Stay tuned for many more of these Art of Accounting columns that are posted every Monday afternoon, as they have been for the past 11 years; and do not hesitate to contact me at
Accounting
Generative AI accelerating product development, increasing competitive pressure says solutions providers
Published
5 hours agoon
November 18, 2024The generative AI revolution, now several years old, has materially accelerated the software development cycle, allowing solutions providers to design, build and release new products faster than before. But this extra efficiency has not served to reduce stress but rather increase it among leaders as the widespread use of these tools has turbocharged already intense competitive pressures.
Coding
Beyond text generation, coding support has been touted as one of the primary use cases for generative AI, with several
However, there was also remarkable uniformity in saying that code generation capabilities were not the primary factor in why generative AI has sped things up. Indeed, there was a general recognition that generative AI, left to its own devices, does not produce quality code. Chris Szymansky, chief technology officer of accounting and auditing platform Fieldguide, spoke for many when discussing the quality of AI coding.
“Certain activities are not as useful yet. Like writing high quality code itself, like the code a senior engineer would write, those tools are not helping with that yet,” said Szymansky.
Rather than writing the code itself, generative AI has instead been an invaluable tool for helping engineers review, analyze and optimize their own code, identifying root causes of bugs and errors, testing and evaluating their work, and making suggestions when they’re stuck, all of which are as important as the coding itself.
“I think this drives speed into the development process, but also more importantly for us, it drives long term quality improvements into our products as well in terms of how they perform at scale,” said Joel Hron, chief technology officer for Thomson Reuters.
This, ultimately, has facilitated the prototyping process. Coming up with new products and quickly making a prototype has become much easier, as has making iterative improvements on it, according to Dan Miller, executive vice president of Sage’s ERP division.
“The greatest benefit of generative AI accelerating our product development is the rapid prototyping of new feature sets to ultimately drive the value for our users. Sage customers have always recognized the tremendous value our platforms have been able to deliver relative to cost, and this product acceleration only supports our ability to deliver the best value. By saving development times, we can gain more and more efficiencies to help our customers grow their business by delivering greater value,” he said.
Non-Coding
However, product development is more than just code. A project is built on not just the technical aspects but myriad other factors like design, user experience, market research and overall business strategy. Generative AI has had a huge impact in these areas, serving to accelerate the overall product development cycle. Leaders cited uses like summarizing progress meetings, drafting reports, and tracking key metrics and milestones. Enrico Palmerino, CEO of accounting automation solutions provider Botkeeper, spoke for many in saying it has also been valuable for analysis and research in seconds that normally would take days. These insights are then employed to improve product design.
“If we have a question and we can’t understand what is going on with our users [it can help]. I just did this in an executive meeting recently: [I asked] what is the biggest problem people are experiencing? And before, it used to be we needed someone who would look at all the tickets coming in. Now you can just ask the AI and it will be like ‘16% is this, 35% is that,'” said Palmerino.
Sage’s Miller, also mentioned analytics as an aid to development, adding that this has greatly facilitated not just prototyping for current products but ideas for future releases as well.
“From a non-code perspective, we can pipeline product development more efficiently using data from user metrics, such as product features that our users are leveraging more than anticipated and what new features they might benefit from in future releases. In other words, generative AI is facilitating market research for us in the most efficient way possible and uncovering user patterns at a rapid pace,” said Miller.
Another major non-code aspect is content development. Brian Diffin, chief technology officer for Wolters Kluwer, noted that their own products have a lot of content which needs to be drafted, edited and curated. Generative AI has significantly sped up this process, allowing them to draft materials much faster.
“Some of our products—let’s say Research for example, where we have editorial people who are finding new legislative content and then curating that content and summarizing it into more digestible language and concepts for our research products—the editors are using generative AI to help them do that and it is saving a lot of time,” said Diffin.
Jayme Fishman, chief strategy and product officer for Avalara, made a similar point, saying that content generation has been vital not only for documenting use cases “because for everything you build you need to document it,” but for content generation as well.
“We don’t have a product that does not rely on content, because we are a compliance solution and everything we do is governed by some law somewhere that needs to be translated to business logic, and using it to help in that definitely helps accelerate our ability to do more with less,” he said.
Time and money
While a project may require fewer labor hours than it did before, this has not necessarily translated into lower development costs. Diffin, from Wolters Kluwer, noted that while projects require fewer labor hours than before, there are still technology costs to consider. For one, generative AI is very compute-intensive, which can lead to higher data fees from cloud providers. It is a challenge, he said, to balance functionality with cost.
“We’re doing a lot of experiments with this, there’s so many approaches on how you implement a generative AI based piece of functionality in the software—we’re evaluating not just the large language models but what their capacities would provide and what is going to be the cost of that feature when we go into production. … We’re seeing some companies right now develop small language models to lower the cost of compute, so we’re doing a lot of experimentation now on what is the best way to release this from a feature perspective and how we can optimize cost,” said Diffin.
Hron, from Thomson Reuters, though, felt that costs, whether in terms of labor hours or technology infrastructure, is beside the point. The benefits of increased efficiency and capacity outweigh these kinds of considerations, and vendors are usually more focused on the product’s quality than the speed at which it is brought to market.
“These things are making it easier than they were before to provide more flexibility on how we deploy our resources across teams, and how we bring people to bear on new problems. I’d emphasize quality in terms of applications—not just shipping things faster but better. I think for us that is as important or even more important than speed,” said Hron.
And at any rate, even if a project does take fewer labor hours, no one is using the extra time to take a vacation. Everyone, instead, puts that saved time into more work, whether that’s adding features and refining the quality of the existing project or starting up a new one entirely.
“We’re a startup company so anything we can do to move faster and be laser focused on our customers, that is where we put our power into. If we can do that X percent times more, that is huge. So that is where we’re putting the time: more R&D, more product, shipping more product, faster dev cycles, happier customers,” said Fieldguide’s Szymansky.
So even if AI is saving people labor, it seems people are working more than ever. Botkeeper’s Palmerino noted that while AI has saved tons of hours in the product development cycle, people—including himself—have even less free time than before.
“What you will see is people going beyond, because they are trying to benchmark the new output expectations. Inherently, we tend to do more. … I’m not seeing work hours come down. They all said AI would mean we work shorter days, but you actually work longer days,” said Palmerino.
Competitive pressures
A large factor in this situation is that generative AI has greatly improved efficiency at many companies, including the competition. Consequently, competitive pressures have increased significantly since the introduction of generative AI, as everyone with these tools is developing products at an accelerated rate to the point where this pace is more or less the new baseline. Hron, from Thomson Reuters, said that as much as he’d like to be sitting on a beach sipping mai tais, the current market environment just doesn’t allow that.
“The interesting dynamic is the degree to which this technology has moved everyone forward in terms of pace, not just Thomson Reuters. The entire market can move faster, and our customers can move faster, and their appetite for more has grown as well. … If anything, I would say it is pushing us to do more, even if we can do each bit a little faster than we were before,” said Hron.
Avalara’s Fishman noted that this space has always had an “innovate or die” dynamic so the types of competitive pressures they’re facing are nothing new, but what is new is their sheer scope and scale. At this point, pretty much everyone is using AI tools, so adopting the technology can seem less about seeking advantage and more about avoiding disadvantage.
“AI really has the promise of making your solutions better, strong, faster. But that is the worst kept secret in the world. You can’t turn on the news or read an article in Accounting Today without reading about AI. Everyone’s awareness creates a dynamic where a choice as to whether or not to use AI is an illusion: there is no choice. You have to, or you will become obsolete,” he said.
Diffin, from Wolters Kluwer, pointed out that beyond incumbent competitors becoming more efficient, AI has also made it easier to launch a startup. With this technology lowering the barrier for entry in this market, there has been an explosion of niche products released at “almost a hypersonic speed because things are now easy to develop.”
“Someone, just a few programmers, can go to Azure, orchestrate a bunch of services, including OpenAI services, with just a bit of business logic and make a solution they can sell into the market,” Diffin said. Though, this may not be all bad. “We’re seeing evidence of that happening quite a bit. And of course we look at those startups as potential acquisition candidates.”
What’s a product anyway?
Botkeeper’s Palmerino noted, though, that as AI becomes increasingly intertwined with software development, the concept of a product release might start to lose its meaning. Right now, AI is still highly focused on specific applications, even if one interacts with these AI using natural language. In the future, he envisioned, AI might become advanced enough that it won’t necessarily need a discrete feature to do what users ask, it will just do it. In such a world respect, talking about a development cycle might not be as relevant to the experience of solutions providers as it is now.
Today, for example, someone might ask an AI built for insights how they can make their company more efficient, and the AI will say it found 12 financial institutions across four clients, all of which are capable of connection. Later, it might not only find those 12 financial institutions, it will prompt the user if they want the AI to connect to them now, and if so will just do it, all without a specific feature or functionality built in. It will just know how to operate the software.
“That is where AI is heading: to do full stack task completion for you, which will make it hard to understand releases. We do true releases where there is an update to the version or a very segmented or defined functionality change, but with the open-endedness of AI and the ability to do full completion of tasks, pieces will mostly be behind the scenes, I don’t think you’ll see or hear about them and, in many cases,” he said.
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