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March 22, 2019

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Delaware Secretary of State’s Office Closing for Four Days During US Labor Day Holiday

We strongly urge our clients to consider closing dates, lien lapses, and other filings or deadlines.

The Delaware Secretary of State has advised that as a result of a major computer system transition at the Division of Corporations, all Delaware Secretary of State web services will be unavailable beginning Thursday, September 3, 2015 at 4:30 pm eastern time through and including September 7, 2015, with services resuming at 8:00 am eastern time on Tuesday, September 8, 2015.

This means that corporate and UCC filings, document retrievals and searches will not be available during this time. Specifically, customers will be unable to obtain certified charters, certificates of formation, good standings, and similar documents or file formation, merger, and similar documents.

For corporate filings only (this does not include UCC filings), documents received by the state during the outage will not be processed until the state reopens on September 8, but will retain the original filing date. All priority submissions (30 Minutes, Priority, 1, 2, 3, 4 and 5 hour) must be received by the Secretary of State by noon eastern time on September 3.

The state is offering “emergency filing procedures” for a fee of $7,500, but advises that customers should expect delays in processing these requests.

UCC filings scheduled to lapse during the period September 3 through September 7 should be continued prior to the outage to ensure that the lien position is not affected.

We strongly encourage our clients to adjust closings and other deadlines accordingly.

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About this Author

Laurie Cerveny, Morgan Lewis, Securities Attorney

Laurie A. Cerveny is an accomplished corporate, M&A, and securities lawyer. She has extensive experience counseling US and foreign issuers and their boards on mergers and acquisitions and the ongoing disclosure and reporting requirements of public companies, corporate governance matters, annual meeting and proxy-related issues, securities laws, SEC rules, stock exchange listing requirements, executive compensation, and various other matters affecting public companies and their officers and directors. Laurie is a deputy practice leader of the M&A...