Alerts

Coming Soon: New & Improved Corporate Entity Manager (CEM)

At Capitol Services, we are committed to supporting our clients with tools that make their work easier. To that end, we’re excited to announce that our updated Corporate Entity Manager (CEM) will launch in the final quarter of 2025! If you’re currently using our system, rest assured—all the existing features you rely on will remain, with powerful new enhancements added.

A Streamlined, Intuitive Experience

The redesigned CEM provides a user-friendly interface accessible through your Capitol Services Client Dashboard. For every company we represent as registered agent, you’ll be able to:

View registration information across all states
Access service of process and official notices received on your behalf
Maintain company principals, beneficial owners, company contacts, and other corporate data.
Retrieve filed annual reports if you’re enrolled in our Annual Report Management Service (ARMS)

Users can search and access documents at the account level, company level, or within individual state registrations, making it easier than ever to find exactly what you need.

Centralized Company and Contact Information

Within CEM, you may store and update management and ownership details for each company. If a company is enrolled in ARMS, the information you’ve submitted through ARMS Verify will automatically prepopulate, streamlining the update process.

Our Contact Library lets you manage contact details in one place. When a contact’s information changes, the updates will apply to every company where that individual is listed as an officer, director, member, manager, or owner.

Powerful Reporting Tools

Robust reporting capabilities are built right into the new CEM:

Generate company profiles to share with others
Search service of process, notices, and filed annual reports
Export search results to spreadsheets
Instantly generate a list of all your companies
View a comprehensive chart of annual report due dates with a single click

Free Access for All Clients

The Corporate Entity Manager is a complimentary tool for all Capitol Services registered agent clients. Existing users will be automatically upgraded when the new platform goes live.

Your login credentials remain the same—your email address is your username, and resetting your password is simple if needed.

Stay Tuned! More to Come

This is just the beginning! Even more enhancements are planned for 2026, and we are excited to continue creating tools that support your success.

Keep an eye on your inbox for an official announcement of the release of CEM later this year.

TX Secretary of State (SOS) UCC Modernization Program

Officially launched on September 1, 2025, the Office of the Texas Secretary of State implemented a new UCC online filing system and will no longer accept paper filings by mail, fax, or in person. All filings now must be submitted through their online portal that aims to deliver a streamlined UCC filing and search experience.

While we know that change can be hard and that this workflow is different, Capitol Services has been working closely with the Texas SOS over the past few months to ensure a smooth transfer in services. Rest assured that you may continue to submit your Texas UCC filings to us in your same preferred manner as before, either via email or through our UCC Filing Manager system. On the upside, Texas SOS UCC filing evidence will now be returned much quicker than before, with welcomed turnaround times of 1-2 business days. As a bonus, filing fees have also decreased! Please don’t hesitate to reach out to us with any questions about the new Texas SOS system – we are here to make the transition seamless for you.

Are you wondering if Corporate processes will also undergo a modernization effort? The answer is yes. While the Texas SOS hasn’t released a date for the Corporate changeover, they have confirmed that they aim to roll this system out sometime in 2026. Capitol Services is staying on top of updates and will be prepared to tackle this implementation as well, so our clients can sit back and relax knowing that their filings will be handled.

Delaware: Statutory Changes Effective August 1, 2025

Description: Bills amending corporation, LLC, and partnership laws were signed on June 30, 2025 and go into effect on August 1, 2025.

On June 30, 2025, Delaware Governor Matt Meyer signed into law four significant bills that amend the state’s statutes governing corporations, limited liability companies (LLCs), limited partnerships (LPs), and general partnerships (GPs). These changes, effective August 1, 2025, introduce new compliance requirements and clarify existing legal processes for businesses operating under Delaware law.

Common Provisions Across All Four Bills

Two updates apply uniformly across the amended statutes:

Registered Agents Must Have a Physical Presence

A registered agent may not use a virtual office or mail forwarding service to perform its duties. A “virtual office” is defined as “the performance of duties or functions solely through the internet or solely through other means of remote communication.”

Codified Use of Certificates of Correction to Nullify Filings

While filing a certificate of correction to nullify a previously filed document was historically accepted, the law now explicitly authorizes this option. Such filings must identify the specific inaccuracy or defect and clearly state that the original instrument is nullified or void.

Highlights of Each Bill

Senate Bill 95 – General Corporation Law (Title 8)

This bill includes several notable changes for corporations:

New Disclosure Requirement: A corporation must now disclose the nature of its business on its annual franchise tax report.
Principal Office Restrictions: A corporation is now prohibited from using its registered agent’s address as its principal place of business, except when the corporation is acting as its own registered agent.
No Assumption of Registered Office Being Principal Office: As amended, Title 8 no longer includes provisions that deem a corporation’s registered office as the principal office or principal place of business in the state. Registered office is now clearly defined as the address of the registered agent appointed to accept service of process.
Streamlined Merger Filings: A certificate of merger or consolidation no longer needs to list the authorized capital stock of a foreign corporation that ceases to exist as a result of the merger or consolidation.
Updated Reinstatement Requirements: A certificate of revocation of dissolution for a domestic corporation must include the original incorporation date and the date of dissolution. When reinstating, a foreign corporation must file all annual reports and pay all applicable taxes and fees that would have been assessed during the period of forfeiture.
No Franchise Tax Relief via Correction or Validation: Filing a certificate of validation to ratify one or more defective corporate acts will not reduce the interest associated with the franchise taxes owed for previous periods. A corporation is not entitled to a refund of franchise taxes, penalties, or interest in connection with filing a certificate of correction or certificate of validation.
Extension of Internal Claims Protections: Statutory protections now apply to intra-corporate affairs claims, aligning with the Salzberg v. Sciabacucchi decision.

[Full text and further details available on the Delaware General Assembly website.]

Senate Bill 96 – Delaware Revised Uniform Partnership Act (Title 6)

Key updates for general partnerships (GPs) and limited liability partnerships (LLPs) include:

Consolidation Requirements: A statement of partnership existence must now be attached to a certificate of consolidation in which the resulting entity is a domestic partnership.
Foreign LLP Qualification: An LLP must disclose its jurisdiction of formation and formation date on its statement of foreign qualification, as well as include a statement from a partner that, as of the date of filing, the foreign LLP validly exists as a limited liability partnership under the laws of its jurisdiction of formation.
Tax Payment Upon Cancellation: A partnership must pay all annual taxes for the calendar year before filing a statement of cancellation.
Void or Voidable Acts: New provisions provide guidance on ratifications or waivers of a void, voidable act, or transaction to include those taken by any partner or other person in addition to those taken by the partnership.

[Full text and further details available on the Delaware General Assembly website.]

Senate Bill 97 – Delaware Revised Uniform Limited Partnership Act (Title 6)

Changes for limited partnerships (LPs) include:

Disclosure of Liquidating Trustees: A dissolved LP is required to file an amendment to disclose the names and addresses of any liquidating trustees, unless the limited partners are the liquidating trustees. If the limited partners are winding up the LP’s affairs, an amendment should be filed to reflect that fact.
New Filing Requirements: A certificate of limited partnership must be attached to a certificate of consolidation in which the resulting entity is a domestic LP.
Execution of Foreign LP Filings: An application for registration, certificate of correction, or certificate of cancellation shall be executed by any person authorized to execute the certificate on behalf of the foreign LP.
Tax Obligations: An LP must pay all annual taxes for the calendar year before filing a statement of cancellation or withdrawal.
Void or Voidable Acts: New provisions provide guidance on ratifications or waivers of a void, voidable act, or transaction to include those taken by any partner or other person in addition to those taken by the LP.

[Full text and further details available on the Delaware General Assembly website.]

Senate Bill 98 – Delaware Limited Liability Company Act (Title 6)

For LLCs, the law introduces the following changes:

Consolidation Filings: A domestic LLC formed via consolidation must attach a certificate of formation to the certificate of consolidation.
LLC Agreements: An LLC agreement may be amended in connection with a division of an LLC and a merger of a registered series of an LLC.
Tax Payment Required for Cancellation: An LLC must pay all annual taxes for the calendar year before filing a certificate of cancellation.
Void or Voidable Acts: New provisions provide guidance on ratifications or waivers of a void, voidable act, or transaction to include those taken by any member, manager, or other person in addition to those taken by the LLC.

[Full text and further details available on the Delaware General Assembly website.]

Practical Note: In conjunction with these statutory changes, the Delaware Secretary of State’s office may update their promulgated forms. If submitting a filing after August 1, please confirm that any forms being used are the most current version.

For full legislative texts and resources, visit the Delaware General Assembly’s website.

State-specific resources for Delaware (and all other states) can be accessed via Capitol Services’ website here.

ARMS Now Includes Texas PIRS

For reports due on or after January 1, 2024, the Texas Comptroller of Public Accounts increased the franchise no tax due threshold to $2.47 million and eliminated the requirement for taxable entities whose annualized total revenue is below that amount to file No Tax Due Reports. More information on this update can be found on the Texas Comptroller’s website.

With this change, we are excited to announce that we have added entities below the no tax due threshold to our Annual Report Management Service. In 2025, our team will file Texas Public Information Reports on behalf of our clients.

Texas Business Court

On September 1, 2024, the new Texas Business Court opened for business. The Texas Business Court is a statewide, specialized trial court created to resolve and streamline complex business disputes. The new court has jurisdiction over specific commercial cases, such as corporate governance and derivative proceedings, in which the amount in controversy exceeds $5 million. It may also hear cases exceeding $10 million in controversy for certain commercial transaction and contract disputes. Additionally, the Texas Business Court has jurisdiction over cases against publicly traded companies and began accepting qualified transfers upon opening.

The Texas Business Court is composed of eleven geographical divisions consistent with the existing Administrative Judicial Regions. The First, Third, Fourth, Eighth, and Eleventh divisions are currently operational. They are respectively located in Dallas, Travis, Bexar, Tarrant, and Harris counties and each include multiple surrounding counties. The remaining divisions will begin opening in 2026. Texas Business Court cases must be appealed to the new statewide Fifteenth Court of Appeals.

Capitol Services now includes the Texas Business Court in our litigation searches for jurisdictions that fall within one of the court’s newly opened divisions. As the remaining divisions become operational, we will continue to add the Texas Business Court to your litigation search options. More information, including a map and list of counties served by each division, can be found here.

Due Diligence Through OFAC Searches

Adherence to the U.S. Treasury Department’s requirements to limit tax evasion, money laundering, and terrorist funding is paramount today more than ever. Capitol Services is taking a proactive stance to assist businesses in meeting compliance with the Office of Foreign Assets Control (OFAC) rules regarding individuals and companies with whom U.S. companies are prohibited from doing business. Recognizing the severe consequences that can befall organizations violating these regulations—ranging from civil penalties to criminal charges—we are excited to introduce our latest offering: the OFAC Sanctions List Search. In a world where global transactions are the norm, understanding the background of your transactional parties is of the utmost importance. Doing business with individuals or entities found on the OFAC sanctions list is not only risky — but also illegal. Our OFAC Search adds a crucial dimension to your risk mitigation and due diligence, helping you navigate the intricate web of compliance effortlessly.

The OFAC Search is a new service offering designed to further facilitate due diligence in your transactions. These searches aim to identify whether any party involved in a transaction appears on watch lists maintained by the U.S. Department of Treasury. The searches are now available as a stand-alone service or as part of your preferred lien search package. Integrating seamlessly into your due diligence process, this tool provides an additional layer of security, helping ensure that your business transactions align with federal requirements.

Stay ahead of regulatory challenges and fortify your due diligence efforts with our OFAC Sanctions List Search. Trust Capitol Services to be your partner in compliance and risk management!