Statutory Updates
Alaska
Senate Bill 141 (Chapter 52 SLA 07) signed by governor July 12
and effective October 10 amends the Revised LLC Act to permit organization
to render professional services. http://www.legis.state.ak.us/basis/get_fulltext.asp?session=25&bill=SB141
Arizona
Senate Bill 1169 (Chapter 284) signed by governor July 2 requires county recorders to redact personally identifying information on certain filed instruments http://www.azleg.gov/FormatDocument.asp?inDoc=/legtext/48leg/1r/laws/0284.htm
California
Senate Bill 414 enrolled and sent to governor July 10 clarifies the required net worth and insurance limits as security for claims for registered and foreign limited liability partnerships (LLPs) providing accounting, legal and architectural services. http://www.leginfo.ca.gov/pub/07-08/bill/sen/sb_0401-0450/sb_414_bill_20070706_enrolled.html
Delaware
The following UCC filing and expedited fees increase August 1, 2007
- filing and indexing UCC document of 1-4 pages communicated in paper, $75.00
- additional pages $2.00 per page
- $25.00 each additional name index if more than 2 debtor-names on statement
- 2-hour expedite service, $200.00
- Same day expedite service $100.00
- 24-hour expedite service, $50.00
Annual amendments intended to keep the Delaware business entity laws current and to retain their national prominence were passed by the General Assembly by the June 30 end of the legislative session. The alternative entity amendments prohibit the issuance of bearer certificates of ownership.
House Bill 160 passed the Senate June 30 and is expected to be signed by the governor and become effective August 1 to amend the General Corporation Law.
http://www.legis.state.de.us/LIS/lis144.nsf/vwLegislation/HB+160/$file/legis.html?open
Senate Bill 95 signed by governor July 10 and effective August 1 amends the Revised Uniform Limited Partnership Act
http://www.legis.state.de.us/LIS/lis144.nsf/vwLegislation/SB+95/$file/legis.html?open
Senate Bill 96 signed by governor July 10 and effective August 1 amends the Limited Liability Company Act.
http://www.legis.state.de.us/LIS/lis144.nsf/vwLegislation/SB+96/$file/legis.html?open
Senate Bill 98 signed July 10 by governor and effective August 1 amends the Revised Uniform Partnership Act
http://www.legis.state.de.us/LIS/lis144.nsf/vwLegislation/SB+98/$file/legis.html?open
Florida
Senate Bill 2038 signed by governor June 27 and chaptered as No. 2007-233 provides for real property electronic recording.
http://www.flsenate.gov/session/index.cfm?BI_Mode=ViewBillInfo&Mode=Bills&SubMenu=1&Year=2007&billnum=2038
Hawaii
House Bill 1307 (Act No. 202) signed by governor June 20 and effective July 1 streamlines the business registration requirements for foreign LLCs and foreign nonprofit corporations.
http://www.capitol.hawaii.gov/sessioncurrent/bills/HB1307_HD2_.htm
Illinois
Senate Bill 137 sent to governor June 26 creates the Anti-Phishing Act
http://www.ilga.gov/legislation/BillStatus.asp?DocNum=137&GAID=9&DocTypeID=SB&LegId=27412&SessionID=51&GA=95
Senate Bill 229 sent to governor June 29 amends Code of Civil Procedure regarding corporate judgment debtor property and Banking Act regarding disclosure of financial records.
http://www.ilga.gov/legislation/BillStatus.asp?DocNum=229&GAID=9&DocTypeID=SB&LegId=27696&SessionID=51&GA=95
Senate Bill 319 sent to governor June 29 creates the Uniform Real Property Electronic Recording Act.
http://www.ilga.gov/legislation/BillStatus.asp?DocNum=319&GAID=9&DocTypeID=SB&LegId=27932&SessionID=51&GA=95
Senate Bill 355 sent to the governor June 28 amends UCC Section 9-516 to provide that filing does not occur with respect to a record that a filing office refuses to accept.
http://www.ilga.gov/legislation/BillStatus.asp?DocNum=355&GAID=9&DocTypeID=SB&LegId=27988&SessionID=51&GA=95
Senate Bill 368 sent to governor June 26 amends the business entity statutes and among other things provides guidelines for electronic filing of documents.
http://www.ilga.gov/legislation/BillStatus.asp?DocNum=368&GAID=9&DocTypeID=SB&LegId=28002&SessionID=51&GA=95
Senate Bill 1435 sent to governor June 29 provides that Secretary of State shall not allow another corporation to use the name of a domestic corporation that has been administratively dissolved until 3 years have elapsed.
http://www.ilga.gov/legislation/BillStatus.asp?DocNum=1435&GAID=9&DocTypeID=SB&LegId=29524&SessionID=51&GA=95
Senate Bill 1576 sent to governor June 29 revokes authority of foreign corporation or foreign LLC when Secretary of State receives copy of memorandum of judgment entered for money owed to a unit of local government or school district together with statement filed by its attorney that the judgment has not been satisfied.
http://www.ilga.gov/legislation/BillStatus.asp?DocNum=1435&GAID=9&DocTypeID=SB&LegId=29524&SessionID=51&GA=95
Louisiana
House Bill 103 (Act No. 63) signed by governor June 21 provides for recognition of converted entities by state boards and commissions. Text can be accessed from
http://www.legis.state.la.us/
Minnesota
Section 6 of Article 2 of House Bill 548 (Act 148), an omnibus state government appropriations bill signed by governor May 25, provides for a temporary technology surcharge until June 30, 2009 on certain corporate filing fees at the Secretary of State Business Services Division - $25.00 for corporation and LLC formation and qualification; $20.00 for foreign corporation annual reports; and $50.00 for foreign corporation reinstatements. Section 50 provides for administrative dissolution of corporations after failure to file annual report for one year, instead of two.
http://www.revisor.leg.state.mn.us/bin/getpub.php?type=law&year=2007&sn=0&num=148
Nevada
Senate Bill 242 (Chapter No. 480) signed by governor June 13 and effective July 1, 2008 enacts the Model Registered Agents Act.
http://www.leg.state.nv.us/74th/Reports/history.cfm?ID=591
Senate Bill 483 (Chapter No. 456) signed by governor June 13 and effective October 1, 2007 revises the LLC act and uniform partnership act.
http://www.leg.state.nv.us/74th/Reports/history.cfm?ID=1187
Ohio
House Bill 134 enrolled June 27 and sent to governor July 11 authorizes alternative standards for election of directors; requires that conversion of business entities be authorized by Revised Code chapter and laws under which the converted entities will exist, and extends shield of member of RLLP.
http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_134
Oregon
Senate Bill 109 (Chapter No. 571) signed by governor and effective June 25 and chaptered July 3 permits the Attorney General to set by rule fees due from charitable organizations including delinquency fees and civil penalties.
Go to http://www.leg.state.or.us/and Search by Measure Number.
Rhode Island
The following bills amending business entity laws passed the General Assembly and became law without the governor’s signature:
- HB 5911 (Chapter 360) requires LLC to obtain certificate of good standing before SOS will accept for filing a dissolution, cancellation, merger or reinstatement.
- HB 6245 (Chapter 98)/SB 835 (Chapter 107) clarifies procedures for dissolution under Business Corporation and LLC Acts
- HB 6246 (Chapter 97)/SB 832 (Chapter 108) provides for a LLC annual report late filing fee of $25.00.
- HB 6247 (Chapter 96)/SB80 (Chapter 110) authorizes mergers of domestic and foreign entities with domestic corporations.
- HB 6248 (Chapter 95)/SB 829 (Chapter 111) allows a corporation which files a voluntary dissolution prior to the effective date of incorporation to forego payment of franchise tax.
- HB 6249 (Chapter 94)/SB 828 (Chapter 112) provides for comprehensive changes with respect to conversions of business entities.
- HB 6241 (Chapter 99)/SB 831 (Chapter 109) provides for service of process on the Secretary of State for cancelled foreign LLCs and LLPs.
- HB 6276 (Chapter 394)/SB 834 (Chapter 486) provides for all business entities to provide certain information in application to register trademark.
To access bill text , go to http://dirac.rilin.state.ri.us/BillStatus/WebClass1.ASP?WCI=Index&WCE=callBillStatus&WCU& and type in bill number.
South Carolina
Senate Bill 268 (Act No. 69) signed by governor June 13 allows charitable organizations to file annual registration on the same date that financial reports are due and exempts organization not intending to solicit or receive in excess of $750,000 in a calendar year.
http://www.scstatehouse.net/sess117_2007-2008/bills/268.htm
Tennessee
House Bill 2296 (Chapter No. 500) signed by governor June 21 makes changes to the tax laws including requirement to pay minimum franchise tax to file electronically.
Senate Bill 317 (Chapter No. 420) signed by governor June 13 and effective July 1 permits registration of electronic documents by county registers of deeds.
Senate Bill 753 (Chapter No. 523) signed by governor June 26 and effective July 1 revises provisions relate to charitable organizations that solicit contributions.
Go to http://www.legislature.state.tn.us/, click on Legislation and Search by Bill Number.
Texas
House Bill 1207 signed by governor June 15 relates to corrections to revised franchise tax transition provisions of House Bill No. 3 of 3rd Called Session, 2006.
http://www.capitol.state.tx.us/tlodocs/80R/billtext/html/HB01207F.htm
House Bill 1737 signed by governor June 15 and effective September 1 relates to business entities and professional associations and provides for foreign entities and filing of certificates of formation.
http://www.capitol.state.tx.us/tlodocs/80R/billtext/html/HB01737F.htm
House Bill 3928 signed by governor June 15 relates to technical changes to revised franchise tax. A summary can be accessed from
http://www.capitol.state.tx.us/BillLookup/BillSummary.aspx?LegSess=80R&Bill=HB3928
Motor Vehicle Updates
Indiana
A new Indiana statue states registration will no longer be issued in the Lessor's name. The registration must now be in the Lessee's name.
Minnesota
Fee Increases:
Plate Fee $6.00
Title Transfer Fee $6.25
Nevada
Effective immediately registration fees and governmental services tax (GST) must be paid on Concrete Pumpers, Cranes and Drill Rigs, in order to be licensed for travel on Nevada's roadways. Previously these vehicles were considered Special Mobile Equipment and, as such, were not required to pay registration fees and GST.
North Carolina
Effective immediately, individuals must present a North Carolina driver's license or a North Carolina identification card to register a vehicle.
Rhode Island
Effective immediately a new technology fee of $1.50 is being imposed on each DMV transaction.
Washington
Washington is raising their driving record fee from $5.00 to $10.00 effective August 1st, 2007. The new revenue will fund additional State Police Patrols in high occupancy areas.
International Updates
British Virgin Islands
The BVI Financial Services Commission announced July 3 an order amending schedules to the BVI Business Companies Act to simplify the transition of bearer share companies to non-bearer share companies. On December 31, 2009, the charter documents - Memorandum and Articles of Association (M&AA) - of every former IBC will be deemed to be amended to prohibit the issue of bearer shares and the company will become a non-bearer share company., unless the company elects that the deeming provision should not apply, and abolish the staged increases in annual fees. The text of the order can be accessed at http://www.bvifsc.vg/Default.aspx?tabid=214
Ontario
Bill 152, the Ministry of Government Services Consumer Protection and Service Modernization Act, 2006 and regulation changes under the Personal Property Security Act (PPSA), the Business Corporations Act (BCA) and the Business Names Act (BNA) will be proclaimed August 1, 2007. The requirement for a majority of directors of an Ontario corporation to be Canadian residents will be reduced to 25% of the board. The 2-year limit for voluntary dissolution of a business corporation that has not issued shares or commenced business will be eliminated. Previous versions of government forms will be accepted for filing until February 4, 2008.
Most of the existing PPSA regulations will be revoked effective August 1, 2007 and replaced by a Minister’s Order that will delete all references to paper registrations. After modifications to the Personal Property Security Registration System have been completed, a change to replace the “check the box” system for classifying collateral with a more description “item or type” system will be implemented at a future date to be determined.
Bill 152 can be accessed from the Legislative Assembly’s website at http://www.ontla.on.ca.

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