Statutory Updates & Filing Office News

Arkansas
According to the Secretary of State’s December 2009 newsletter, approximately 23,000 entities still need to pay delinquent franchise taxes and/or file 2009 annual report before December 31, 2009 to avoid revocation of their charters.  Nonprofit entities were required to file an annual report for the first time in 2009.  The state’s newsletter can be accessed at http://www.sos.arkansas.gov/news/newsletters/December_2009_arkinc.pdf.

California
Effective January 1, 2010, all limited partnerships in California are governed by the Uniform Limited Partnership Act of 2008 and revised forms will be available on the state website on January 1. http://www.sos.ca.gov/business/legislation/2009.htm

The Secretary of State Business Entities Section no longer mails Statement of Information (annual report) forms and sends reminders in postcard format with instructions to go to the state’s website and either e-file or download the necessary form. More details and links to forms can be accessed at http://www.sos.ca.gov/business/be/statements.htm

The Secretary of State Business Entities Section and the Attorney General’s Office are aware of deceptive solicitations sent to corporations and LLCs to terminate the entities with dissolution filings. http://www.sos.ca.gov/business/be/forms/customer-alert-solicitations-terminations.pdf

Colorado
The Secretary of State will no longer send a postcard notice when a business organization has become delinquent, but the filing office will continue to send a notice when an annual report is due, when grounds for delinquency exist, and when renewals of trade names and trademarks are due.  http://www.sos.state.co.us/pubs/business/update11_16_09.htm

Delaware
Franchise tax notices to Delaware domestic corporations were received and forwarded by registered agents. All domestic corporations are required to file an online annual report and pay franchise tax by March 1, 2010.  Filing fee for exempt corporations is $25.00 and for all other domestic corporations is $50.00 plus tax.  The minimum tax is $75.00 and the maximum is $180,000.00. A definition of exempt corporations is available at http://corp.delaware.gov/exemptcorp.shtml

District of Columbia
Bill 203 (Fiscal Year 2010 Budget Support Act of 2009) enrolled December 10 and sent to mayor for approval would amend DC business entity statutes to authorize same-day expedited service for $100 and 3-day expedited service for $50 and would institute penalties to reinstated lapsed business licenses of $250 (within 30 days) and $500 (within 6 months).  Sections 2040-2047 comprise Subtitle E Business Licensing Notice and Compliance of Title II Economic Development and Regulation of enrolled Bill 203 which can be accessed at
http://www.dccouncil.washington.dc.us/images/00001/20091210140046.pdf

Georgia
The period for filing online the 2010 Corporation Annual Registration begins January 1 and ends April 1. Officer, agent and address changes can be made via the online filing
http://www.sos.ga.gov/corporations/ar_terms.htm

Kansas
The Secretary of State’s office is posting new business entity filing forms including Annual Report forms which must be used after March 1, 2010.
http://www.kssos.org/other/new_business_entity_filing_forms_2010.html

New Jersey
Assembly Bill 2879 (identical SB 2050) passed Senate December 10 and if signed by governor would amend the Business Corporation Act to allow corporations to send notices by electronic transmission and conform to Section 232 of Delaware General Corporation Law.
http://www.njleg.state.nj.us/2008/Bills/A3000/2879_I2.HTM

AB 2882 (identical SB 2049) passed Senate December 10 and if signed by governor would immediately authorize 1-hour and 2-hour expedited service options at fees to be established by State Treasurer by regulation. http://www.njleg.state.nj.us/2008/Bills/A3000/2882_I2.HTM

AB 2884 (Chapter 158) signed by governor and effective November 20 amends the definition of foreign corporation to include companies incorporated outside the United States and expands scope of unincorporated entities permitted to merge or consolidate with domestic corporations. http://www.njleg.state.nj.us/2008/Bills/AL09/158_.HTM

AB 2885 (Chapter 159) signed by governor and effective November 20 provides greater flexibility to corporations in types of equity awards (officers may grant employees and officers of corporation shares of stock, rights or options).
http://www.njleg.state.nj.us/2008/Bills/AL09/159_.HTM

New Mexico
Effective December 15 same-day expedited service is now available at the Public Regulation Commission’s Corporations Bureau for a fee of $300.00 and documents must be received prior to 2:00 pm local time.  2-day expedited service is available for $200.00 fee.  A state form must be submitted with requests for expedited service.
http://www.nmprc.state.nm.us/corporations/pdf/expediteform.pdf

Rhode Island
Rhode Island House Bill 5902 (Public Law No. 2009-247) and Senate Bill 589 (P.L. 2009-285) on safe destruction of documents containing personal information by business entities became law without the governor’s signature and are effective January 1, 2010.  Bill text can be accessed at http://www.rilin.state.ri.us//BillText09/SenateText09/S0589A.pdf

Texas
The Business Organizations Code (BOC), enacted in 2003 and effective January 1, 2006, as of January 1, 2010 automatically applies to all entities including entities formed and governed by other Texas statutes.  If an entity does not take action to adopt the BOC, the entity’s formation documents are considered to comply with the BOC and the next time the entity files an amendment it must amend its formation document to comply with the BOC.  Frequently asked questions about the BOC can be accessed at http://www.sos.state.tx.us/corp/bocfaqs.shtml

Virginia
Limited liability companies’ certificate of registration to transact business in Virginia will be automatically cancelled by operation of law if annual registration fee is unpaid by December 31.  LLCs are assessed an annual registration of $50 payable by October 1 and a $25 penalty is imposed for payment after October 1.
http://www.scc.virginia.gov/publicforms/318/notc_llc.pdf

Wisconsin
Assembly Bill 292 (Act 98) signed by governor December 10 and effective December 29 modifies the required format to record documents in register of deeds offices. http://www.legis.state.wi.us/2009/data/acts/09Act98.pdf