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California The State of California Franchise Tax Board (FTB) has begun mailings to limited liability companies (LLCs) that have failed to meet filing and payment obligations. The mailings are sent to the LLC’s last known address 60 days before imposing suspension or forfeiture. To avoid suspension, LLCs will need to file missing tax returns and pay outstanding fees, taxes, penalties and interest. The FTB website can be accessed at http://www.ftb.ca.gov/professionals/taxnews/2008/1008/1008_1.shtml Assembly Bill 1452 among other things provided for the LLC fee for
taxable years beginning on or after January 1, 2009 to be estimated
and paid by the 15th day of the sixth month of the current taxable
year. A 10% penalty will be added to any underpayment, but the
penalty does not apply if the LLC timely pays a fee equal to the LLC
fee paid for the previous taxable year. FTB Form 3537 should be filed
for taxable year 2008 and FTB Form 3536 beginning in 2009. Florida Massachusetts Chapter No. 461-2008 (House Bill 5143) signed January 7 provides for the Commissioner of Revenue to establish a tax amnesty program to waive penalties during a 2 month period prior to June 30, 2009 to be determined by the commissioner. The bill text may be accessed from http://www.mass.gov/legis/laws/seslaw08/sl080461.htm Michigan Public Act No. 566 of 2008 (Senate Bill 1445) and Public Act No. 567 of 2008 (Senate Bill 1446) both signed by governor January 16 and effective immediately amend the Limited Liability Company Act to authorize formation of “low profit LLCs”. L3C’s must include in articles of organization a purpose that meets, and at all times conduct their activities to meet, the following requirements: (1) significantly further the accomplishment of charitable or educational purposes described in Section 170(c)(2)b of the Internal Revenue Code; (2) production of income or appreciation of property is not a significant purpose; and (3) purposes do not include the political or legislative purposes described in Section 170(c)(2)b. Text of Public Act 566 No. can be accessed at http://www.legislature.mi.gov/documents/2007-2008/billenrolled/Senate/htm/2008-SNB-1445.htm Public Act No. 567 contains naming requirements (must include LLC, LC or L3C in upper or lower case with or without periods) and provides that the state attorney general may bring an action in circuit court for dissolution if a L3C procured its organization through fraud, repeatedly and willfully exceeded authority conferred by law, or repeatedly and willfully conducted its business in an unlawful manner. Public Act No. 357 (SB 357) and Public Act No. 358 (SB 360) were signed December 23 and took immediate effect to revise certain recording and indexing protocols in the offices of register of deeds. Public Act No. 402 of 2008 (House Bill 5356) signed by governor January 6 and effective immediately amends the Business Corporation Act to allow a domestic corporation to convert into a "business organization" (domestic or foreign limited liability company, limited partnership, general partnership, or any other type of domestic or foreign business enterprise, incorporated or unincorporated) and to Allow a business organization to convert into a domestic corporation. The filing fee is $50.00 for a certificate of conversion. Full text of act can be accessed at Public Act No. 424 of 2008 (House Bill 6633) signed by governor January 5 and effective immediately amends the Charitable Organizations and Solicitations Act to require a charitable organization's license application to include financial statements that were audited or reviewed by an independent CPA, if the organization received contributions of $250,000 or more in its previous tax year. New Jersey Chapter 2008-120 (Assembly Bill 2722) signed by governor December 19 and effective immediately eliminates the so-called “throw-out rule” and the regular place of business under state corporate business tax law. Under the throw-out rule, multi-state corporations were assessed income tax liabilities based on an allocation formula that takes into account income from sales not taxed by other states. The other reform deleted the requirement for corporations to have a regular place of business in another state in order for the corporation to apportion less than 100 percent of its income under the formula that determines taxes owed to NJ. A regular place of business was defined as a bona fide office maintained by at least one employee of the corporation. Two bills amending the business corporation act to provide greater flexibility in adopting majority voting provisions were enrolled December 15 and await action by the governor. AB 2881/SB2284 permits resignation of directors effective upon occurrence of certain events. http://www.njleg.state.nj.us/2008/Bills/A3000/2881_I2.HTM Ohio |
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