Statutory
Updates
Business Entity Filings/UCC Updates
California
The secretary of state amended regulations for preclearance and
expedited filing of documents. Expanded services become available
on October 1, 2006. More information can be accessed from http://www.ss.ca.gov/business/be_peregs.htm.
Assembly Bill 339 would (1) enact the Uniform Limited
Partnership Act of 2008 and repeal existing LP laws effective January
1, 2010; (2) permit a member of an LLC as apart of a sale or dissolution
to agree to refrain from carrying on a similar business; and (3)
make changes to the merger and other provisions of the corporations
code, but only if Assembly Bills 2914 and 339 are both chaptered
and become effective on or before January 1, 2007.
http://www.leginfo.ca.gov/pub/bill/asm/ab_0301-0350/ab_339_bill_20060828_amended_sen.html
The governor vetoed assembly Bill 675 on September
7. The bill – which passed both chambers and was enrolled
August 23 – would have required publicly traded corporations
to file an information return reconciling financial statement net
income (loss) to the net income (loss) reported on tax return
http://www.leginfo.ca.gov/pub/bill/asm/ab_0651-0700/ab_675_bill_20060823_enrolled.html
Assembly Bill 2588 – enrolled August 24 –
would require the secretary of state to reinstate a business entity
to active status upon a court finding that factual representations
in support of the termination document are materially false or the
submission of the termination document for filing is fraudulent
or upon other grounds warranting reinstatement of the business entity.
http://www.leginfo.ca.gov/pub/bill/asm/ab_2551-2600/ab_2588_bill_20060817_enrolled.html
Assembly Bill 2914, enrolled September 7 and sent
to governor September 12, amends the Uniform Partnership Act of
1994. The act relates to limited liability partnerships and would
amend the corporations code, but only if both Assembly Bills 339
and 2914 are chaptered and become effective on or before January
1, 2007.
http://www.leginfo.ca.gov/pub/bill/asm/ab_2901-2950/ab_2914_bill_20060907_enrolled.html
Senate Bill 1207 was enrolled on September 8. The
bill would authorize a listed corporation – that has eliminated
cumulative voting to amend its articles of incorporation or bylaws
to provide an uncontested election approval by a required majority
of shares voting – to elect each director.
http://www.leginfo.ca.gov/pub/bill/sen/sb_1201-1250/sb_1207_bill_20060901_enrolled.html
Missouri
Senate Bill 1208, effective August 28, 2006, enables directors of
a corporation to submit directly to shareholders a proposed amendment
to a corporation’s articles of incorporation.
http://www.senate.mo.gov/06info/BTS_Web/Bill.aspx?SessionType=R&BillID=165770
New Jersey
The Sales and Use Tax Law (P.L. 2006, Chapter 44), effective October
1, 2006, raised the rate from 6% to 7%. The law also expanded taxable
services to include information services – defined in Section
2(yy) as the furnishing of information of any kind that has been
collected, compiled, or analyzed by the seller and has been provided
through any means or method other than personal or individual information,
which is not incorporated into reports furnished to other people.
http://www.njleg.state.nj.us/2006/Bills/PL06/44_.PDF
New York
Senate Bill 8416 effective July 26, 2006 amended the Non-Profit
Corporation Law to clarify procedures for dissolution, winding up,
reinstatement, and corporate name reservation.
http://www.assembly.state.ny.us/leg/?bn=S08416&sh=t
Motor Vehicle Updates
NORTH CAROLINA
If you are transferring a non-leased vehicle into
North Carolina and the owner is not changing, you can get credit
for taxes paid to another state if they were paid in the last 90
days. The following will be accepted as proof the taxes were paid:
tax receipt, Bill of Sale or notarized affidavit. If it has been
more than 90 days since the taxes were paid a flat tax of $150.00
will be charged.

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