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Statutory Updates and Filing Office News

Connecticut

House Bill 5535 (Public Act No. 08-56) signed by governor May 12 adopted the Uniform Real Property Electronic Recording Act effective October 1, 2009.
http://www.cga.ct.gov/2008/ACT/PA/2008PA-00056-R00HB-05535-PA.htm

Delaware

Limited Partnerships, Limited Liability Companies, Limited Partnerships and General Partnerships formed in Delaware do not file an Annual Report but are required to pay an annual tax of $200.00 no later than Sunday, June 1.

Delinquency notices were mailed to Delaware corporations which failed to file the 2007 Annual Franchise Tax Report by March 1 or failed to provide sufficient information to recalculate taxes due. Until the annual report is filed and any unpaid balance is paid, the corporation can not receive a good standing and will be declared void on March 1, 2009. Status certificates may be issued certifying that the corporation remains a domestic corporation on the state’s records but has failed to file annual franchise tax report and/or failed to pay the franchise taxes currently due.

Florida

House Bill 419 enrolled April 28 would amend business entity statutes effective July 1, 2008 to eliminate duplicative filing requirements for entities merging or converting to other entity types and would permit mergers between domestic professional corporations and LLCs and out-of-state professional corps or LLC. Bill text can be accessed from
http://www.myfloridahouse.gov/Sections/Bills/billsdetail.aspx?BillId=37754&SessionId=57

Georgia

Senate Bill 436 (Act 452) signed by governor May 6 and effective July 1 creates a $25.00 penalty for late filing of annual registration, deletes fees for dissolution and withdrawal filings, limits applications for reinstatement and entity name protection to 5 years after administrative dissolution, and modifies certain provisions for shareholder voting for directors. Full bill text can be accessed from
http://www.legis.state.ga.us/legis/2007_08/versions/sb436_AP_8.htm

Hawaii

Senate Bill 3006 (Act 54) signed by governor May 1 and effective July 1 streamlines and clarifies the business entity registration laws by making statutory housekeeping amendments to correct errors, ambiguities, and inconsistencies.
http://www.capitol.hawaii.gov/session2008/bills/SB3006_HD2_.htm

Senate Bill 3171 enrolled May 5 would provide that only the last four digits of Social Security Numbers may be included in judgments, orders and decrees endorsed and recorded in bureau of conveyances or land court effective July 1.
http://www.capitol.hawaii.gov/session2008/bills/SB3092_CD1_.htm

Iowa

House File 2633 signed by governor May 10 adopts the Revised Uniform LLC Act effective January 1, 2009.
http://coolice.legis.state.ia.us/Cool-ICE/default.asp?Category=BillInfo&Service=Billbook&ga=82&hbill=HF2633

Maine

LR 2392 (Public Law Chapter 626) signed April 16 provides that individuals may request registers of deed to redact personally identifying information from public websites.
http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280027613&LD=2093&Type=1&SessionID=7

LR 1444 (Public Law 624) signed April 16 requires Maine nonprofit public benefit corporations that receive 25% or more of their total funding from municipal, county, state or federal sources to disclose compensation of any director or officer exceeding $250,000 in a 12-month period. http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280024719&LD=1792&Type=1&SessionID=7

Maryland

Senate Bill 548 (Chapter 418) and House Bill 143 (Chapter 419) signed May 13 and effective June 1 alter definition of real estate investment trust to clarify that REITs shall upon request send certain information without charge to shareholders without certificates.
http://mlis.state.md.us/2008rs/billfile/hb0154.htm

House Bill 728/Senate Bill 556 (Chapter 191) signed April 24 grants stock appraisal rights to stockholders of publicly traded Maryland corporations in event of merger, consolidation or share exchange dissenters rights
http://mlis.state.md.us/2008rs/billfile/SB0556.htm

House Bill 743/Senate Bill 696 (Chapter 292) signed April 24 updates and modernizes the General Corporation Law including provisions relating to subscriptions for stock, issuance of shares without certificates, director resignation, delegation of power to board committee, director and officer indemnification, stockholder quorum and voting requirements and contents of articles of consolidation, merger or share exchange.
http://mlis.state.md.us/2008rs/billfile/HB0743.htm

Minnesota

House Bill 3500 (Chapter 233) signed April 25 makes technical amendments to the business corporation, LLC and LP acts effective August 1, 2008 and permits non-profit LLCs to be formed effective January 1, 2009.
https://www.revisor.leg.state.mn.us/laws/?id=233&doctype=Chapter&year=2008&type=0

Nebraska

LB 907 approved by governor April 17 and effective July 17 allows LLCs unlimited time to apply for reinstatement after administrative forfeiture and authorize application to use a name that is deceptively similar if written consent from existing name on record is obtained or upon receipt of a court order. Bill text can be searched at:
http://www.unicam.state.ne.us/web/public/home

New Hampshire

HB1152 (Chapter 11) signed May 6 and effective January 1, 2009 permits documents and fees to be filed on the next business day if the filing deadline falls on a weekend or a legal holiday.
http://www.gencourt.state.nh.us/legislation/2008/HB1152.html

SB 378 passed House May 7 and would authorize the state Supreme Court provide for a business and commercial dispute docket in Superior Court.
http://www.gencourt.state.nh.us/legislation/2008/SB0378.html

Ohio

House Bill 332 (Session Law 74) signed May 7 adopted the Revised Uniform Partnership Act governing new general partnerships effective January 1, 2009 and all partnerships on January 1, 2010. General partnerships will be able to file initial statement of partnership authority for $125.00 filing fee and file an annual report for $25.00 fee. Bill text at:
http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_332

Oklahoma

Senate Bill 1761 signed May 2 included occupational therapists in the definition of professional entities to be formed under state business entity statutes effective November 1, 2008. To access bill, click on link below to Bill Search Page and type in SB1761 in Measure Number field.
http://webserver1.lsb.state.ok.us/WebBillStatus/main.html

South Carolina

House Bill 3451 signed by governor May 13 would adopt the Uniform Real Property Electronic Recording Act.
http://www.scstatehouse.net/sess117_2007-2008/bills/3451.htm

Vermont

House Bill 775 signed and effective April 30 permits organization of a low-profit LLC to accomplish charitable or educational purposes as defined in Internal Revenue Code section 170(c)(2)(b) so long as no significant purpose is the production of income or appreciation of property and no purpose is to accomplish legislative or political purpose.
http://www.leg.state.vt.us/docs/legdoc.cfm?URL=/docs/2008/bills/house/H-775.HTM

Virginia

HB 1106 (Chapter 823) and SB 622 (Chapter 833) clarify electronic filing and recording procedures in circuit court clerks offices.
http://leg1.state.va.us/cgi-bin/legp504.exe?ses=081&typ=bil&val=sb622&Submit2=Go


Federal

Senate Bill 2739 approved April 29 by the House of Representatives includes provisions (Title VII) that would federalize immigration and labor systems in the Commonwealth of Northern Mariana Islands (CNMI), a U.S. possession. A cap on the number of alien workers in CNMI would be imposed until a transition period starting in 13 to 19 months and ending December 31, 2014.
http://thomas.loc.gov/cgi-bin/query/F?c110:14:./temp/~c110eiAycS:e317913

House of Representatives on May 8 passed House Bill 4279, the Prioritizing Resources and Organization for Intellectual Property Act of 2007, to enhance remedies for violation of IP laws. The bill now moves to the Senate Judiciary Committee.
http://thomas.loc.gov/cgi-bin/query/F?c110:4:./temp/~c110tqiCM7:e406

Sen. Carl Levin (D-MI) on May 1 introduced Senate Bill 2956, the Incorporation Transparency and Law Enforcement Assistance Act, which was assigned to the Committee on Government Affairs and Homeland Security.
http://hsgac.senate.gov/public/index.cfm?Fuseaction=PressReleases.View&PressRelease_id=ba56ee34-2503-4f03-92c6-10eba1c968d1&Affiliation=R


International

Nova Scotia, Canada

Fees decreased April 1, 2008 to C$1,000.00 for incorporation and amalgamation of unlimited liability companies (ULCs) under the Nova Scotia Companies Act and the annual registration tax under the Corporations Registration Act. ULCs may provide certain tax benefits to U.S. owners of Canadian businesses. The provinces of Alberta and British Columbia also permit incorporation and amalgamation of ULCs. The Nova Scotia Registry of Joint Stock Companies fee notice can be accessed from http://www.gov.ns.ca/snsmr/rjsc/feenotice.asp

United Kingdom

From April 6, 2008, private companies may choose whether or not to maintain a company secretary under provisions of Companies Act 2006 in England and Wales. A company may inform Companies House via WebFiling or on the Form 288b that the company no longer needs a company secretary. A company may have a sole director and no secretary. If Articles of Association refer to the company having a secretary, the company will need to amend the Articles by submitting a written or special resolution and updated version of the Articles. If the Articles refer only to the secretary’s duties, there is no need to make an amendment. More information is available at http://www.companieshouse.gov.uk/companiesAct/implementations/apr2008.shtml

 

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