Arkansas
House Bill 1462 (Act 408) signed March 13 by governor and effective 90 days
after the March 20 adjournment of the current legislative session authorizes the conversion and merger of any business entity.  The act amends the conversion, merger and share exchange provisions of the Business Corporation Act, Small Business Entity Tax Pass Through Act and Uniform Partnership Act. The act also modifies provisions related to dissenters’ rights and the Model Registered Agents Act.  The full text of the act can be accessed at
http://www.arkleg.state.ar.us/assembly/2009/R/Acts/Act408.pdf

California
Customers alerted CSC of receipt of a deceptive solicitation captioned “Annual Review Board Statement of Information Limited Liability Company” which instructs LLCs on file in California to complete the form and return with payment of $228.00.   Please be aware this document is not sent by a state government agency and should be disregarded.  The form contains the following disclosure in boldface type: “This product or service has not been approved or endorsed by any Government Agency, and this offer is not being made by an agency of the Government”.  If you have questions about an LLC Statement of Information to be filed in California, contact a Customer Service Representative at 800-927-9800.

Mississippi
Senate Bill 2641 signed by governor March 18 and effective July 1 conforms state trademark act to INTA’s 2007 model state trademark act with intention to provide a system of state registration and protection consistent with the federal trademark system.  The bill can be accessed at
http://index.ls.state.ms.us/isysnative/UzpcRG9jdW1lbnRzXDIwMDlcb
m90ZGVhZFxzYlwyNjAwLTI2OTlcc2IyNjQxc2cucGRm/sb2641sg.pdf

Oregon
HB 2305 signed by governor March 12 and effective immediately relates to shareholder voting. Holders of outstanding shares of a class are entitled to vote as a separate voting group if shareholder voting is otherwise required by Oregon law on certain proposed amendments.  Full bill text can be accessed at http://www.leg.state.or.us/09reg/measures/hb2300.dir/hb2305.en.html

HB 2312 signed by governor March 12 and effective immediately extends
recognition to business entities formed under laws of federally recognized
Native American or Indian tribes.  Full bill text can be accessed at
http://www.leg.state.or.us/09reg/measures/hb2300.dir/hb2312.en.html

South Dakota
HB 1022 signed by governor March 2 and effective July 1 makes certain members of LLCs and partners of partnerships personally responsible for certain tax debts.
http://legis.state.sd.us/sessions/2009/Bill.aspx?File=HB1022ENR.htm

HB 1069 signed by governor March 10 and effective July 1 increases certain fees in the office of the Secretary of State.
http://legis.state.sd.us/sessions/2009/Bill.aspx?File=HB1022ENR.htm

HB 1103 signed by governor March 5 and effective July 1 revises certain provisions regarding limited partnerships and LLCs related to the rights of judgment creditors.
http://legis.state.sd.us/sessions/2009/Bill.aspx?File=HB1103ENR.htm

SB 187 signed by governor March 12 and effective July 1 allows merger or consolidation of cooperatives and subsidiaries.http://legis.state.sd.us/sessions/2009/Bill.aspx?File=SB187ENR.htm

Texas
The Texas Secretary of State Corporations Division has posted an alert regarding a deceptive solicitation mailed to Texas corporations offering to prepare annual minutes.
http://www.sos.state.tx.us/corp/compliance-services-notice.shtml

Wyoming  
House Bill 182 (Chapter 55) signed by governor February 26 and effective July 1 amends the Wyoming Limited Liability Company Act to permit formation of low-profit limited liability companies.  The LLC must include in the articles of organization a business purpose that satisfies each of the following: (i) LLC significantly furthers accomplishment of one or more charitable or educational purposes within Section 170(c)(2)(B) of the Internal Revenue Code (IRC); (ii) no significant purpose is the production of income or appreciation of property; and (iii) no purpose is to accomplish political or legislative purposes within IRC Section 170(c)(2)(D). The LLC name must contain the abbreviation "L3C" or the words "low profit".  Vermont and Michigan were the first states to enact 3LC provisions. http://legisweb.state.wy.us/2009/Enroll/HB0182.pdf

SB 72 (Chapter 115) signed by governor March 3 and effective July 1 updates and modifies the Wyoming Business Corporation Act to conform to the Model Business Corporation Act of 2007.  Full bill text can be accessed by
http://legisweb.state.wy.us/2009/Enroll/SF0072.pdf

Provinces of Alberta and British Columbia, Canada
The provinces of Alberta and British Columbia have entered into agreements which will enable companies incorporated in one province to avoid registering as an extra-provincial company in the other.  A notice posted by the BC Companies Registry can be accessed at http://www.fin.gov.bc.ca/registries/tilmainfo.pdf

Commonwealth of Puerto Rico
April 15 is deadline for domestic and foreign corporations on file in Puerto Rico to file a Corporate Annual Report and pay the $100.00 fee, or request a 90-day extension, to avoid a late filing penalty of $500.00.  Foreign corporations must attach to their annual reports a financial statement of Puerto Rico operations certified by a CPA licensed in Puerto Rico.  The Corporate Annual Report form and instructions can be accessed from
http://www.estado.gobierno.pr/Formularios/Corporaciones/IACF.pdf
Limited liability companies on file in Puerto Rico must file a LLC Annual Fee form and pay the annual $100.00 fee by April 15.  The form can be accessed from
http://www.estado.gobierno.pr/Formularios/Corporaciones/Derecho%20Anual.pdf

United Kingdom
Late filing penalties for filing annual accounts under Companies Act 2006 increased effective February 1. The penalty is £150 for private companies and £750 for public companies filing late within one month after due date and increases to £375 for private companies and £1,500 for public companies filing late within 1-3 months; £750 for private and £3,000 for public companies filing late within 3-6 months; and £1,500 for private and £7,500 for public companies filing more than 6 months late. More information is available from the Companies House website http://www.companieshouse.gov.uk/companiesAct/ca_lateFilingPenalties.shtml