| HomeStatutory UpdatesSeminarsProduct Training |
| www.cscglobal.comContact UsArchive | July 2008 |
| Statutory Updates and Filing Office News
Arizona Senate Bill 1410 (Chapter No. 314) signed by governor July 7 and effective 91 days from the June 27 end of the legislative session amends the corporation and LLC acts to, among other things, require entities to be in good standing when filing documents and makes filing of affidavits of publication elective and not mandatory. To access full bill text, click: California Senate Bill 1409 enrolled July 7 and sent to governor July 10 would permit publicly traded corporations to post annual reports to shareholders including financial statements on the Internet to satisfy state requirement to provide this information to shareholders. Delaware SHB 519 (Chapter 286) introduced June 26, passed June 30 and signed by governor July 1 increased annual corporation taxes effective January 1, 2008. Annual tax for domestic corporations increased to $75.00 minimum (1 to 5,000 shares); $150.00 for 5,001 to 10,000 shares; and $75.00 for each additional 10,000 shares. The foreign corporation annual report fee increased from $60 to $100. HB 520 (Chapter 287) introduced June 26, passed June 30 and signed by governor July 1 increased annual taxes effective January 1, 2008 for alternative entities (LLC, LP, partnership, LLP) from $200 to $250. SB 244 (Chapter 252) signed by governor June 26 and effective August 1 made technical amendments to the General Corporation Law. SB 246 (Chapter 253) signed June 26 and effective January 1, 2009 modernizing notary public law to authorize electronic notaries. SB 247 (Chapter 254) signed by governor June 26 and effective August 1 amends Delaware code relating to trusts and estates. SB 297 (Chapter 383) passed July 1 and signed by governor July 17 allows trust companies to be LLCs. HB 427 (Chapter 386) signed by governor July 17 and effective August 1 made technical amendments to the Limited Partnership Act. HB 429 (Chapter 387) signed by governor July 17 and effective August 1 made technical amendments to the Limited Liability Company Act. Florida House Bill 419 (Chapter No. 2008-187) effective July 1 amended Florida business organization statutes to: eliminate duplicative filing requirements for mergers and conversions; correct terms related to mergers and conversions to make them consistent; and clarify requirements for both the converting and resulting entities to execute certificates of conversion. The Secretary of State posted new conversion forms and may reject filings submitted on outdated forms. The bill text may be accessed from Idaho The Secretary of State posted revised Articles of Organization to form domestic LLCs and professional LLCs under the new LLC act which took effect July 1, 2008. Existing LLCs in Idaho may elect to be governed under the new law prior to July 1, 2010, the date after which when all LLCs will be governed by the new law. A link on the Secretary of State website opens to the new LLC law Louisiana HB 326 (Act No. 913) became law without the governor’s signature and authorizes the Secretary of State to set filing and copy fees including expedited services. Massachusetts House Bill 4900, the FY2009 budget bill effective July 1, was signed Sunday night July 13 by the governor. Among the outside sections not relating to budget matters were provisions to require domestic and foreign limited partnerships to file an annual report ($450 online, $500 paper); administrative dissolution and revocation of LLCs and LPs for failure to file annual reports for two consecutive years and reinstatement after administrative dissolution/revocation; renewal of LP and LLC name reservations
for an additional 60 days, instead of 30 days; and (3) change of resident agent for LP and LLC consistent with the provisions of the business corporation act. The entire budget bill can be accessed at
Michigan HB 5681 (Public Act No. 222) signed July 15 by governor and effective immediately requires nonprofit corporations to have at least 3 directors (existing corporations have 180 days to comply); defines charitable purpose; provides for administrative dissolution of domestic NP corporations for failure to file 2 annual reports and revocation of foreign NP corporations for failure to file 1 annual report; and authorizes notice of meetings of shareholders or members and distribution of financial reports via electronic communication.
Nevada The Secretary of State posted new business entity forms which substitute the term "registered agent" for "resident agent" effective July 1, 2008 based on Senate Bill 242 (Chapter 480) enacted in the 2007 legislative session based on the Model Registered Agents Act (MoRAA). News release from the Nevada Secretary of State can be accessed at
New York SB 3610/AB 9060 (Chapter No.177) signed by governor July 7 and effective immediately conforms statutory filing requirements for filing of certificates of merger or consolidation with the Department of State.
North Carolina HB 2178 (Session Law 2008-37) signed July 1 and effective October 1 authorizes non-profit corporations to allow electronic votes by shareholders.
Ohio House Bill 374 (Session Law 125) signed June 27 amends the General Corporation Law to allow articles of incorporation to eliminate cumulative voting for directors.
Rhode Island HB 8160 (Public Law 2008-123) signed July 1 and effective immediately authorizes changes to the Business Corporation Act to permit filing in paper format or by electronic transmission. To access bill text, go to legislature’s website and search bill status/history:
|
| Matter & Litigation Management |
Compliance
& Governance
| UCC & Corporate Transactions Corporate Identity Protection | Corporate Trust & SPE Services |
Corporation Service Company® • 2711 Centerville Road • Wilmington, DE 19808 • 800-927-9800 CSCFlash™ is not intended to provide legal or professional advice. If such advice is required, you should seek the services of an attorney or other professional. CSC cannot guarantee the completeness or accuracy of the information in CSCFlash. |