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Statutory Updates & Filing Office News

Arkansas
Senate Bill 972 (Act 814) signed by governor April 3 and effective July 10 makes technical amendments to state business entity statutes and Model Registered Agents Act regarding agent for service of process on a foreign entity.  Bill text can be accessed at
http://www.arkleg.state.ar.us/assembly/2009/R/Acts/Act814.pdf

House Bill 2076 (Act 795) signed by governor April 3 and effective July 10 amends the Nonprofit Incentive Act of 2007 to lower the threshold from $1 million to $500,000 for nonprofit corporations to qualify for tax exemption under the Internal Revenue Code.  http://www.arkleg.state.ar.us/assembly/2009/R/Acts/Act795.pdf

Delaware
House Bill 19 signed by governor April 10 and effective August 1, 2009 amends the General Corporation Law regarding Section 112 on proxy solicitation and Section 113 on proxy solicitation expense reimbursement, among other provisions.
http://legis.delaware.gov/LIS/LIS145.nsf/vwLegislation/HB+19?Opendocument

Georgia
HB 308 (Chapter 38) signed April 21 and effective July 1 amends the LLC act to among other things clarify that a LLC may have one or more members. http://www.legis.ga.gov/legis/2009_10/fulltext/hb308.htm

Hawaii
SB 1130 (Act No. 5) signed by governor April 16 and effective immediately allows for redaction of Social Security Numbers on judgments, decrees and court orders to be recorded in bureau of conveyances and land court.  To view bill text, click on link and  “view PDF of measure text”.
http://www.capitol.hawaii.gov/session2009/lists/measure_indiv.aspx?
billtype=SB&billnumber=1130

Illinois
The Secretary of State Department of Business Services posted an alert on its website advising Illinois corporations to ignore deceptive solicitations to prepare minutes of annual meetings for a fee of $150.00.
http://www.cyberdriveillinois.com/departments/business_services/home.html

Kansas
SB 132 signed April 6 and effective July 1, 2010 authorizes business entities to perform mergers, conversions, interest exchanges and domestications with similar or dissimilar business entities.  Interest exchanges and domestications are not currently authorized under KS business entity statutes.  Bill text can be accessed at http://www.kslegislature.org/bills/2010/132.pdf

SB 85 signed by governor April 8 and effective July 1, 2009 amends business entity statutes to require the Secretary of State to record original electronic filings and return a certified copy of the filing. http://www.kslegislature.org/bills/2010/85.pdf

SB 86 signed by governor March 27 and effective July 1, 2009 eliminates fee for a letter of good standing which is an uncertified statement by the Secretary of State that a business entity has met filing requirements. The state will continue to charge a fee for a certificate of good standing.  http://www.kslegislature.org/bills/2010/85.pdf

SB 156 signed by governor March 27 and effective July 1, 2009 increases from 30 to 35 the maximum number of members in a close corporation incorporated in Kansas. http://www.kslegislature.org/bills/2010/156.pdf

Maine
Senate Bill 203 (Chapter 56) signed by governor April 22 and effective in 90 days from adjournment of session amends the business entity statutes to, among other things,  provide that a corporate name must be distinguishable on the records of the Secretary of State from the name of a business entity incorporated, organized or authorized to transact business or carry on activities in Maine; assumed, fictitious, reserved and registered name filings for all entities; and marks registered under state law unless the registered owner or holder of the mark is the same person or entity as the corporation seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State.  Full bill text can be accessed at
http://www.mainelegislature.org/legis/bills/bills_124th/chapters/PUBLIC56.asp

Maryland
HB 245 (Chapter 94) and SB 720 (Chapter 93) signed by governor April 14 and effective October 1, 2009 repeals the requirement for real estate investment trusts (REITs) to hold annual meeting of shareholders after delivery of annual report.
http://mlis.state.md.us/2009rs/billfile/hb0245.htm
http://mlis.state.md.us/2009rs/billfile/sb0720.htm

HB 452 (Chapter 101) and SB 806 (Chapter 100) signed by governor April 14 and effective June 1, 2009 increases from $200,000 to $500,000 the threshold of annual revenue of  charitable organizations before an audit by independent CPA is required as part of annual registration with Secretary of State.  The threshold for a review by an independent CPA increases from $100,000 to $200,000.
http://mlis.state.md.us/2009rs/billfile/hb0452.htm
http://mlis.state.md.us/2009rs/billfile/sb0806.htm

SB 152 (Chapter 36) signed by governor April 14 and effective October 1, 2009 permits a personal representative to become or continue as a limited partner of a limited partnership or a member of a LLC including a single-member LLC.
http://mlis.state.md.us/2009rs/billfile/sb0152.htm

SB 269 (Chapter 4) signed by governor April 14 and effective July 1, 2009 revises state  laws to conform to federal the Secure and Fair Enforcement Mortgage Licensing Act and require registration with the Nationwide Multistate Licensing System and Registry (NMLSR). http://mlis.state.md.us/2009rs/billfile/sb0269.htm

SB 634 (Chapter 88) signed by governor April 14 and effective October 1, 2009 modifies the professional service corporation act to permit professional corporations to render professional services within two or more professions.
http://mlis.state.md.us/2009rs/billfile/sb0634.htm

Mississippi
HB 680 signed by governor April 17 and effective July 1, 2009 revises the nonprofit corporation act.

SB 3060 signed by governor April 14 and effective July 1, 2009 revises the fees charged by the Secretary of State to include a fee of $25.00 for revocation of administratively dissolved corporations; permit expedited services for fees not to exceed $25.00; and reduce certain filing fees to encourage online filings.
 
The Mississippi legislature homepage can be accessed from link to State of Mississippi website below
http://www.mississippi.gov/ms_sub_sub_template.jsp?Category_ID=9

New Jersey

The State of New Jersey for budget reasons is requiring temporary layoffs of all state employees for one day in May and one day in June.  The Department of Treasury Division of Revenue Business Services filing office will be closed on Friday, May 22 and Friday, June 26.  More information is available at
http://www.state.nj.us/governor/news/news/2009/approved/20090415a.html

North Dakota
HB 1298 signed by governor April 16 and effective August 1 permits formation of non-profit LLCs and repeals the request for extension of March 31 annual report filing deadline, among other provisions.
http://www.legis.nd.gov/assembly/61-2009/bill-index/bi1298.html

SB 2233 signed April 8 and effective August 1 relates to recording mortgage assignment, satisfaction or release which refers to merger, consolidation, amendment or conversion event causing change in name or identity of mortgagee.
http://www.legis.nd.gov/assembly/61-2009/bill-index/bi2233.html

SB 2282 signed April 8 and effective August 1 (i) prohibits an individual or organization that is a franchisee to register a licensed trade name without disclosure to Secretary of State of certain information on the franchisor and franchisee and (ii) permits amendment of trade name registration (filing fee $25.00) to show change in nature of business or purpose of registration. http://www.legis.nd.gov/assembly/61-2009/bill-index/bi2282.html

SB 2392 signed April 8 and effective August 1 increases fee for UCC filing office to issue certified copies of filings on a debtor from $7.00 to $10.00 plus $2.00 per page for attachments. http://www.legis.nd.gov/assembly/61-2009/bill-index/bi2392.html

Utah
Senate Bill 192 Substitute (Chapter 386) signed March 30 and effective May 12 modifies provisions related to conversion of corporations to nonprofit corporations and vice versa; signature of authorized person on LLC annual reports; and service of process on administratively dissolved and revoked entities.
http://le.utah.gov/~2009/bills/sbillenr/sb0192.htm

Virginia
House Bill 1957 (Chapter 450) effective April 1, 2010 enables domestic and foreign LLCs to change location of principal office (the principal executive office, if any) by filing a statement of change.  Bill text can be accessed at
http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+HB1957ER

HB 2222 (Chapter 201) effective July 1 requires articles of organization surrender to include a statement that a plan of domestication was approved by the LLC.
http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+HB2222ER

HB 2445 (Chapter 216) effective July 1 conforms provisions of the Stock and Nonstock Corporation Act regarding names, mergers, and terminations with similar provisions applicable to other business entity forms.
http://leg1.state.va.us/cgi-bin/legp504.exe?ses=091&typ=bil&val=hb2445

HB1964/SB 884 (Chapter 253) effective July 1 provides for reclassification or conversion of common to preferred stock to avoid requirement to file periodic reports if authorized by articles of incorporation and the reclassified or converted shares continue to be part of the equity capital of the corporation. http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+SB884ER

SB 903 (Chapter 587) retroactive to corporation amendments in 2005 and 2007 affirms that a director or officer of a stock or nonstock corporation, for purposes of prescribing the corporation's authority to indemnify an individual made a party to a proceeding, includes an individual who is or was a director or officer of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another foreign or domestic entity. http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+SB903ER

SB1222 (Chapter 526) effective July 1 provides that nonprofit entities with gross annual revenue of at least $750,000 in the previous year must file a financial review performed by an independent CPA in order to be eligible for a sales and use tax exemption.
http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+SB1222ER

SB1241 (Chapter 763) effective July 1 amends the LLC and Professional LLC Acts with respect to distributions upon dissolution, claims against dissolved companies, and other matters.  http://leg1.state.va.us/cgi-bin/legp504.exe?ses=091&typ=bil&val=sb1241

SB1328 (Chapter 716) effective July 1 provides for cancellation instead of revocation of RLLP status to conform to provisions for other business entity types.
http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+SB1328ER

Washington
HB 1067 (Chapter 188) signed by governor April 23 and effective July 26 enacts the Uniform Limited Partnership Act.  Instead of the current periodic report filed every five years, LP under new act will be required to file each year and pay $50 renewal fee.
http://apps.leg.wa.gov/documents/billdocs/2009-10/Pdf/Bills/House%20Passed%20Legislature/1067-S.PL.pdf

HB 1068 (Chapter 189) signed by governor April 23 and effective July 26 revises the business corporation act to clarify notice provision for shareholder consents governing action taken without shareholder meeting or vote.
http://apps.leg.wa.gov/documents/billdocs/2009-10/Pdf/Bills/House%20Passed%20Legislature/1068.PL.pdf

HB 1078 (Chapter 70) signed by governor April 13 and effective July 26 regulates property exchange facilitators. http://apps.leg.wa.gov/billinfo/summary.aspx?bill=1078&year=2009

 

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