Arizona
Due to an error that caused annual reports to be mailed out late, the Arizona Corporation Commission will waive late penalties for annual reports due in February 2006 as long as the reports are postmarked by March 31, 2006. The state recommends that business entities do not e-file February annual reports since the e-filing system is programmed to charge for late penalties.

More information is available at http://www.cc.state.az.us/corp/FebruaryAR.htm.

Michigan
On March 7, the legislature sent the following enrolled bills affecting business entities to the governor; they would take effect once approved by the governor:

HB 5315—Each foreign corporation merging or entering into a share exchange with a domestic corporation must comply with Section 1021 (amended application) or 1035 (filing of information on dissolution, termination, merger, or consolidation), whereas currently only a foreign corporation that owns at least 90% of a domestic subsidiary corporation and is merging with the subsidiary must comply.

HB 5316—A corporation may be dissolved by judgment entered in circuit court of the county in which the principal place of business or registered office is located by one or more directors or one or more shareholders on proof that the directors are unable to agree by required vote on material matters respecting management and the corporation is unable to function effectively in the best interest of creditors and shareholders.

HB 5317—Unless the articles of incorporation provide otherwise, the board may adopt amendments to articles without shareholder action to extend the duration, delete the initial directors, change the resident agent, change the authorized shares, and change the corporate name by substituting a corporate indicator or geographical attribution for the corporate name.

HB 5318 – A committee provided for in board resolution or bylaws may exercise all powers and authority of board except to amend articles; adopt agreement of merger or share exchange; recommend to shareholders sale of property and assets, dissolution or revocation of dissolution; amend bylaws; or fill vacancies on board.

HB 5319 (contingent on HB 5320 being enacted into law)—Each outstanding share is entitled to one vote on each matter submitted to vote of shareholders unless otherwise provided in articles; a vote may be cast orally or in writing unless provided in bylaws; and, other than election of directors (who shall be elected by a plurality of votes cast), action by vote of shareholders shall be authorized by a majority of votes cast by holders entitled to vote unless a greater vote is required by articles of incorporation or the business corporation statute.

HB 5320 (contingent on HB 5319 being enacted into law)—Articles may provide that a class or series shall vote as a class or series to authorize any action, including amendment.

The bills may be accessed at http://www.legislature.mi.gov/.

New York
On February 28, 2006, Senate Bill 6831 was introduced to amend Chapter 767 of the Laws of 2005 that becomes effective June 1, 2006. It requires publication by business entities for four consecutive weeks certain information, including the names of the 10 persons who are engaged in the business and are members or partners with the most valuable ownership interests. SB 6831 would require publication for six consecutive weeks, eliminate listing the owners’ names, require business entities to comply within 120 days, and provide that failure to comply shall cause joint and several liability of the owners. SB 6831 may be accessed at http://www.assembly.state.ny.us/.

Pennsylvania
Senate Bill 595, signed February 10 and effective 60 days thereafter, amended Section 1726 of the Business Corporation Law, which relates to the removal of directors by vote of shareholders. The bill text may be accessed at http://www.legis.state.pa.us/.

South Dakota
House Bill 1135, signed by the governor February 21, permits a domestic LLC or LLP to act as registered agent in addition to an individual or domestic or foreign qualified corporation and requires written consent of registered agent. HB 1135 may be accessed at http://legis.state.sd.us/index.aspx.

Utah
HB 127 signed by the governor March 13, allows an LLC operating agreement to provide for a series of members, managers, or interests in the LLC having separate rights, powers, or duties with respect to property or obligations and for qualification of a foreign series LLC. The bill text may be accessed at http://www.le.state.ut.us/~2006/bills/hbillenr/hb0127.htm.

Washington
Two Senate bills affecting LLCs were delivered to the governor on March 7 for approval and would become effective in 90 days.

SB 6463 permits state banks, bank holding companies, and savings banks to form as or convert to LLCs by obtaining approval of the director of the Department of Financial Institutions (DFI) based on criteria for safety and soundness and conforming to FDIC regulations. http://apps.leg.wa.gov/billinfo/summary.aspx?bill=6463&year=2006

SB 6531 would add a new section to the Washington LLC Act so that dissolution of an LLC does not impair any remedy available against the LLC or its managers or members if an action for claims or rights is commenced within three years after effective date of dissolution. The bill may be accessed at http://apps.leg.wa.gov/billinfo/summary.aspx?bill=6531&year=2006.

International

Commonwealth of Puerto Rico
Monday, April 17, is the deadline for domestic and foreign corporations to file a corporate annual report and pay the $100 government fee or request a 90-day extension with an officer's signature and registry ID number. The late filing penalty is $500. LLCs do not file an annual report but must pay the LLC $100 annual fee by April 17.

Motor Vehicle Updates

Illinois
The fee for a driving record search has increased to $12.

Minnesota
The fee for adding a lien to a title has increased. It costs $8.50 for the initial filing fee and $2 per lien.

Oregon
The fees for transferring a title, adding a lien, or obtaining a duplicate title have increased to $55. Additional fees may be required if penalties have been incurred. Salvage titles have increased to $17.