| Statutory Updates & Filing Office News
Alabama
House Bill 669 (Act No. 2009-594) signed by governor May 20 and effective August 1 increases the Chilton County special recording fee from $5.00 to $8.00 per instrument filed for recording by judge of probate.
http://alisondb.legislature.state.al.us/acas/searchableinstruments/2009rs/bills/hb669.htm
Senate Bill 87 (Act No. 2009-621) signed by governor May 21 and effective January 1, 2010 adopted the Uniform Limited Partnership Act.
http://alisondb.legislature.state.al.us/acas/searchableinstruments/2009rs/bills/sb87.htm
SB 404 (Act No. 2009-634) signed by governor May 21 amended the business corporation act to authorize electronic voting by shareholders.
http://alisondb.legislature.state.al.us/acas/searchableinstruments/2009rs/bills/sb404.htm
Colorado
SB 283 (Chapter No. 336) signed by governor and effective June 1 allows the Secretary of State to promulgate rules regarding redaction tax identification numbers from secured transaction records using computer software or other methods
http://www.leg.state.co.us/clics/clics2009a/csl.nsf/fsbillcont3/1772CD96381865 C787257584006DED49?Open&file=283_enr.pdf
Connecticut
HB 6640 (Public Act No. 09-83) signed by governor June 2 and effective October 1, 2009 increases monthly penalties from $165 to $300 for business entities failing to qualify at Secretary of State. No penalty is assessed if entity qualifies within 90 days after commencing business in Connecticut.
http://www.cga.ct.gov/2009/ACT/PA/2009PA-00083-R00HB-06640-PA.htm
HB 6643 (Public Act No. 38) signed by governor May 20 and effective October 1, 2009 amended the business entity statutes to permit the Secretary of State to revoke a certificate of authority of a foreign business entity which fails to have an agent for 60 days. http://www.cga.ct.gov/2009/ACT/PA/2009PA-00038-R00HB-06643-PA.htm
SB 963 (Public Act No. 55) signed by governor May 20 and effective October 1, 2009 amended the business corporation act to provide greater flexibility to publicly traded companies make technical and conforming changes and authorized electronic notices and delivery of annual financial statements to shareholders.
http://www.cga.ct.gov/2009/ACT/PA/2009PA-00055-R00SB-00963-PA.htm
Delaware
HB 19 (Chapter 14) signed by governor April 10 and effective August 1 amends the General Corporation Law so that corporation bylaws may require reimbursement of proxy solicitation expenses incurred by a stockholder.
http://legis.delaware.gov/LIS/lis145.nsf/c6fe685e20e98b2b882569a60053971e/ f97681d196d4872385257571004e64f1?OpenDocument
HB 142 was reported from committee to Senate June 10 and if passed and signed by governor would effective August 1 amend the Revised Uniform Limited Partnership Act to permit change of registered office in a certificate of merger filed by surviving LP and confirm the ability by merger or consolidation to amend a partnership agreement or adopt a new partnership agreement for the surviving or resulting LP.
http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+142?Opendocument
SB 26 (Chapter 31) signed by governor May 19 and effective August 1, 2009 provides an alternate form of UCC financing statement amendment and addendum.
http://legis.delaware.gov/LIS/LIS145.nsf/vwLegislation/SB+26?Opendocument
SB 82 passed House June 11 and eligible for governor’s signature would effective August 1 amend the Limited Liability Company Act to permit change of registered office in a certificate of merger filed by surviving LLC and confirm the ability by merger or consolidation to amend a LLC operating agreement or adopt a new agreement for the surviving or resulting LLC.
http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/SB+82?Opendocument
SB 83 passed House June 11 and eligible for governor’s signature would effective August 1 amend the Revised Uniform Partnership Act to other among things permit LLPs to opt of default rules in statement of qualification instead of statement of partnership existence.
http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/SB+83?Opendocument
Florida
HB 1517 (Chapter 118) signed by governor and effective June 2 for fiscal years ending on or after December 31, 2008 allows corporations to satisfy by electronic transmission the requirement to send annual financial statements to shareholders within 120 days after end of the fiscal year.
http://laws.flrules.org/files/Ch_2009-118.pdf
SB 872 (Chapter 129) signed by governor June 10 and effective July 1 repeals Subsection 15.16(6), Florida Statutes, which in 2001 granted Department of State authority to waive requirement to advertise fictitious names in a newspaper in the county where principal office is located and to provide proof of publication by uniform affidavit.
http://laws.flrules.org/files/Ch_2009-129.pdf
SB 1552 (Chapter 39) signed by governor May 20 and effective July 1 requires recording of notice of lis pendis in official records of county where property is located. http://laws.flrules.org/files/Ch_2009-039.pdf
SB 2330 sent to governor June 8 would effective July 1 amend the business corporation act for publicly traded corporations to use alternative voting requirements than current plurality; authorize resignation of directors effective upon a subsequent happening; and allow position to be filled before vacancy occurs but director would not take office until the position is vacant.
http://www.flsenate.gov/cgi-bin/view_page.pl?Tab=session&Submenu=1&FT=D&File=sb2330er.html &Directory=session/2009/Senate/bills/billtext/html/
SB 2430 (Chapter 131) signed June 10 and effective July 1 amends Section 201.01, Florida Statutes, to impose documentary stamp tax on transfer for consideration of ownership interests in conduit entities that own real property in Florida.
http://laws.flrules.org/files/Ch_2009-131.pdf
Hawaii
HB 271 (Chapter 102) signed by governor June 9 and effective July 1 permits the registrar of the bureau of conveyances to accept electronic documents with electronic signatures for recording, provide electronic document in response to request, and convert existing records to electronic format. http://www.capitol.hawaii.gov/session2009/bills/HB271_CD1_.pdf
Iowa
SB 465 signed May 26 relates to electronic transactions and county recorder fees including a $3.00 fee per document (regardless of pages) effective July 1, 2009 and an additional $1.00 fee per document (regardless of pages) effective July 1, 2011.
http://coolice.legis.state.ia.us/Cool-ICE/default.asp?Category=BillInfo&Service=Billbook&ga=83&menu=text&hbill=SF465
Maine
HB 884/LR 1070 (Resolve 97) signed by governor June 8 requires examination of the concept of low-profit limited liability company (L3C).
http://www.mainelegislature.org/legis/bills/bills_124th/chappdfs/RESOLVE97.pdf
SB 520 (Public Law No. 335) signed June 9 and effective 90 days after June 17 adjournment encourages formation of Maine captive insurance companies.
http://www.mainelegislature.org/legis/bills/bills_124th/chapters/PUBLIC335.asp
Minnesota
SB 1288 (Chapter No. 2009-98) signed by governor May 16 modified Secretary of State filing procedures relating to online signatures, business corporations filing articles,
corporate certificates of authority application and name change notices.
https://www.revisor.leg.state.mn.us/laws/?id=98&doctype=chapter&year=2009&type=0
SB 2082 (Chapter 101) signed by governor May 16 was omnibus budget bill that included sections 1-6 and 14-30 of Article 2 on business entity filings to change procedures and fees https://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=S2082.3.html&session=ls86
Mississippi
SB 2641 chaptered June 8 as No. 386 conforms state trademark law to INTA’s model act
http://billstatus.ls.state.ms.us/documents/2009/html/SB/2600-2699/SB2641SG.htm
Nebraska
LB 528 signed by governor May 26 amends the business corporation act to authorize delivery of notices of shareholder meetings and proxy materials in electronic format and to allow shareholders to authorize voting by proxy through telephone or internet.
http://www.nebraskalegislature.gov/FloorDocs/Current/PDF/Slip/LB528.pdf
Nevada
SB 169 (Chapter 189) signed May 20 and effective October 1, 2009 enacted the Revised Uniform Unincorporated Nonprofit Association Act. An unincorporated nonprofit association is an organization that is not a charitable trust or nonprofit corporation and is authorized for a nonprofit purpose (public benefit, mutual benefit, religious organization).
http://www.leg.state.nv.us/75th2009/Bills/SB/SB169_EN.pdf
Oklahoma
SB 1127 (Chapter 447) signed June 9 modifies various procedures for Secretary of State filings.
Click here to view SB 1127
Tennessee
SB 940 (Chapter 296) signed by governor and effective May 27 enables Hamilton County register deeds to charge additional $2.00 fee for electronic recording.
http://www.capitol.tn.gov/Bills/106/Chapter/PC0296.pdf
SB 2105 (Chapter 260) signed by governor May 20 and effective May 29 allows registers in Knox, Blount, Shelby, and Sevier counties to redact social security numbers on recorded documents maintained on computers or removable computer storage media. http://www.capitol.tn.gov/Bills/106/Chapter/PC0260.pdf
Texas
SB 1442 signed by governor May 20 and effective September 1 amends the business organization code to among other things define conversion and continuance of business entities and provide for suppmental information to be filed by foreign series LLCs.
http://www.legis.state.tx.us/tlodocs/81R/billtext/html/SB01442F.htm
House Bill 1787 was sent to governor June 3 and if signed would take effect January 1, 2010. This bill requires consent by registered agent to appointment in written or electronic form to be developed by Secretary of State (note that as of this date there is no plan for the agent consent to be filed with SOS, because of SOS emphasis on electronic filings); enables registered agent to reject appointment made without agent’s consent, and defines duties of registered agent
http://www.legis.state.tx.us/tlodocs/81R/billtext/html/HB01787F.htm
Vermont
HB 136 (47) signed by governor May 28 amends certain fees recording including municipal clerk mortgage recording fees.
http://www.leg.state.vt.us/docs/2010/Acts/ACT047.pdf
Washington
HB 2331 (Chapter 462) signed May 21 and effective July 26 increases from $10.00 to $30.00 the document recording surcharge by county auditors under the Homeless Housing and Assistance Act.
http://apps.leg.wa.gov/documents/billdocs/2009-10/Pdf/Bills/Session%20Law%202009/2331.SL.pdf
West Virginia
HB 3194 (Chapter 196) signed June 5 by governor and effective August 26 makes filing at Secretary of State knowledge that filing is false a misdemeanor. http://www.legis.state.wv.us/Bill_Status/bills_text.cfm?billdoc=HB3194 %20ENR%20SUB%202.htm&yr=2009&sesstype=RS&i=3194
SB 528 (Chapter 49) signed by governor June 5 and effective May 28 amends county clerk recording fees.
http://www.legis.state.wv.us/Bill_Status/bills_text.cfm?billdoc=sb528%20enr2.htm &yr=2009&sesstype=RS&i=528
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