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Statutory Updates & Filing Office News

Alabama
House Bill 115 (Act No. 2010-211) signed by governor March 22 and effective immediately amends the transition date of the Revised Uniform Limited Partnership Act so that all LPs are governed by the new law effective January 1, 2011, instead of January 1, 2012.

More information is available here.

California
To reduce expenses, the Secretary of State’s office has changed to a new postcard format for Statement of Information (annual report) filing reminders.  More information is available at
http://www.sos.ca.gov/business/be/forms/si-mailer-format-change.pdf

Delaware
Limited Partnerships, Limited Liability Companies and General Partnerships formed in the State of Delaware do not file an Annual Report, but they are required to pay an annual tax of $250.00 no later than June 1. For information on how CSC can assist customers to pay the LP/LLC/GP annual tax, go to https://www.cscglobal.com/global/web/csc/delaware-reports.html

Iowa
HB 2478 signed by governor March 22 and effective July 1 clarifies that LLCs must maintain a resident agent and a registered office in the state of Iowa.
http://coolice.legis.state.ia.us/linc/HF2478_Enrolled.pdf

HB 2111 signed by governor March 15 and effective July 1 requires the Secretary of State to notify the Department of Workforce Development (in addition to Revenue) and request tax status when a business entity applies for reinstatement.  Bill text can be accessed at http://coolice.legis.state.ia.us/linc/HF2111_Enrolled.pdf

Kansas
Senate Bill 398 (Chapter 2010-23) signed by governor March 24 amends the Corporation Code to prohibit a corporation from changing or eliminating the right to indemnification or the right to advancement of expenses arising under articles of incorporation or bylaws after an act or omission has occurred unless the charter documents in effect at the time of the occurrence explicitly provide for such change or elimination.
http://www.kslegislature.org/bills/2010/398.pdf

SB 437 signed by governor March 26 requires limited liability partnerships (LLPs) to maintain a resident agent and registered office in Kansas consistent with state requirements for LPs.
http://www.kslegislature.org/bills/2010/437.pdf

SB 438 (Chapter 2010-24) signed by governor March 24 deletes the requirement for filing in the office of the Secretary of State by a domestic or foreign business trust of a balance sheet certified by the trustee.
http://www.kslegislature.org/bills/2010/438.pdf

SB 441 signed by governor March 26 repeals a provision in the Revised Uniform Limited Partnership Act to allow limited partnership mergers under the Business Entity Transactions Act by filing a certificate of merger with the Secretary of State’s office.
http://www.kslegislature.org/bills/2010/441.pdf

Mississippi
Senate Bill 2414 signed by governor March 17 and effective July 1 corrects certain Secretary of State filing fees for business corporations (amendment of articles, restatement of articles, articles of merger are all $50.00 and articles of dissolution are $25.00).

More information is available here.

Senate Bill 2003 signed by governor March 17 and effective July 1 creates the Fictitious Business Name Registration Act to establish a centralized statewide system of voluntary registration of fictitious business names being used in Mississippi to provide the public with legal names of person or entities doing business under a fictitious name.  The fees are $25.00 for registration or renewal, $25.00 for withdrawal, cancellation, amendment or assignment; and $10.00 for a certified copy of a fictitious name document.  Entities required by law to file annual reports with the Secretary of State will not be charged a separate fee for registration or renewal of a FBN provided the application for registration or renewal is filed along with the entity’s annual report. 

More information is available here.

Nebraska
Legislative Bill 690 signed by governor March 3 and effective 3 months after the end of the legislative session (scheduled for April 14) changes from 30 to 45 days the period to publish notice of trade name registration and file proof of publication with the Secretary of State and country clerk.  The Secretary of State shall cancel registration if proof of publication is not filed within 45 days.  Bill text can be accessed at http://nebraskalegislature.gov/FloorDocs/Current/PDF/Slip/LB690.pdf

LB 791 signed by the governor March 3 and effective 3 months after the end of the session authorizes electronic filing of documents under state business entity statutes and directs the Secretary of State to adopt rules and regulations for e-filing.  http://nebraskalegislature.gov/FloorDocs/Current/PDF/Slip/LB791.pdf

New York
Assembly Bill 10409 and Senate Bill 7243 will extend until March 31, 2011 authority for expedited services at the Department of State Corporations Division.  More information on expedited handling services is available at
http://www.dos.state.ny.us/corps/expedite.html

Pennsylvania
All taxes administered by the Commonwealth of Pennsylvania Department of Revenue that are delinquent as of June 30, 2009 are eligible for a tax amnesty program from April 26 to June 18.
Eligible taxpayers can submit delinquent taxes and receive full abatement of penalties and a 50% waiver of interest. More information is available at http://www.portal.state.pa.us/portal/server.pt/community/revenue_home/10648/amnesty/609682

During a tax amnesty program from May 3 to June 25, the City of Philadelphia will waive all penalties and half interest due to delinquent tax bills under 17 taxes levied by the city (except sales and use tax collected by the state).  More information is available at http://www.phila.gov/revenue/Philadelphia_Tax_Amn.html

South Dakota
HB 1109 signed by governor March 23 and effective July 1 amends the Uniform Limited Liability Company Act to permit domestication and conversion of LLCs.
http://legis.state.sd.us/sessions/2010/Bill.aspx?File=HB1109ENR.htm

HB 1136 signed by the governor March 23 and effective July 1 limits asbestos-related liability of successor corporations. http://legis.state.sd.us/sessions/2010/Bill.aspx?File=HB1136ENR.htm

SB 51 signed by governor March 8 and effective July 1 authorizes electronic filing of business entity annual reports at the Secretary of State.
http://legis.state.sd.us/sessions/2010/Bill.aspx?File=SB51ENR.htm

SB 139 signed by governor March 24 and effective July 1 permits the Secretary of State to cancel a trademark or service mark registration granted in the previous one hundred eighty days upon a finding that the registration was granted improperly or in error or the registration was obtained fraudulently.  http://legis.state.sd.us/sessions/2010/Bill.aspx?File=SB139ENR.htm

SB 141 signed by governor March 26 and effective July 1 provides that the preparer of a document or instrument may not include an individual's personally identifiable information in a document or instrument presented for recording in a county office of the register of deeds. This provision does not apply to a state or federal tax lien or release relating to a state or federal tax lien, a military separation or discharge record, a UCC filing in the county office of the register of deeds, or any governmental certified copy of a document or instrument.
http://legis.state.sd.us/sessions/2010/Bill.aspx?File=SB141ENR.htm

Utah
Senate Bill 173 signed by governor March 22 and effective May 11 amends the business entity statutes to (i) repeal references to signed consent of registered agent which are outdated since Utah previously adopted the Model Registered Agent Act; (ii) modify provisions relating to filing of certificates of assumed name to reflect electronic filing; and (iii) require notice of a series limited liability company to appear in the articles of organization immediately following the provision with the LLC name. Full bill text can be accessed at http://le.utah.gov/~2010/bills/sbillenr/sb0173.htm

SB 179 signed by governor March 22 and effective May 11 amends the Business Corporation Act to provide that a shareholder acting solely as a shareholder has no fiduciary or similar duty to any other shareholder including not having a duty of care, loyalty or utmost good faith.  
http://le.utah.gov/~2010/bills/sbillenr/sb0179.htm

Virginia
SB 131 (Chapter 171) effective July 1 conforms provisions of the Virginia Nonstock Corporation Act to revisions to the ABA’s Model Business Corporation Act and makes technical or clarifying revisions including electronic transmission of notices and other communications and remote participation in meetings.  Bill text can be accessed at http://leg1.state.va.us/cgi-bin/legp504.exe?101+ful+SB131ER2

Washington
HB 2831 (Chapter 88) signed by governor March 17 and effective immediately extends the enforcement authority of the Department of Financial Institutions over commercial banks, trust companies, and savings banks to their holding companies and makes changes to the laws regulating commercial banks, trust companies and savings banks.  Bill text can be accessed at http://apps.leg.wa.gov/documents/billdocs/2009-10/Pdf/Bills/Session%20Law%202010/2831.SL.pdf

HB 2657 (Chapter 196) signed by governor March 24 and effective June 10 creates a certificate of dissolution to provide notice of LLC dissolution; establishes procedures to allow dissolved LLCs to dispose of known claims; and removes all references to certificate of cancellation.
http://apps.leg.wa.gov/documents/billdocs/2009-10/Pdf/Bills/Session%20Law%202010/2657-S.SL.pdf

HB 3046 (Chapter 212) signed by governor March 25 and effective immediately replaces the procedure for judicial liquidation of a nonprofit corporation; permits superior court to dissolve a nonprofit in an action by the Attorney General, members, directors, or creditors; and authorizes court to appoint a general or custodial receiver to manage affairs during the procedure to dissolve a nonprofit. http://apps.leg.wa.gov/documents/billdocs/2009-10/Pdf/Bills/House%20Passed%20Legislature/3046-S.PL.pdf

Wyoming
HB 23 (Chapter No. 60) signed by governor March 8 and effective July 1 reduces the state fees for reinstatement of business entities after administrative dissolution for failure to file annual report and pay annual fees.  Current law requires payment of double the amount of fees and taxes then delinquent. HB 23 reduces the payment to the amount of outstanding fees and taxes. Bill text can be accessed at http://legisweb.state.wy.us/2010/Enroll/HB0023.pdf

SB 18 (Chapter No. 94) signed by governor March 8 and effective July 1 recodifies the WY LLC Act to include provisions from the Uniform LLC Act of 2007 drafted by the National Conference of Commissioners on Uniform State Laws (NCCUSL). Among other things, the bill eliminates the need for “flexible LLC” with one member under current Wyoming law and permits a statement of authority disclosing powers granted to those conducting business on behalf of the LLC to be filed with the Secretary of State and/or filed in any county and recorded as notice against real estate owned by the LLC in that county. Bill text can be accessed at http://legisweb.state.wy.us/2010/Enroll/SF0018.pdf

International
Commonwealth of Puerto Rico
Corporations may request online an extension from April 15 to June 14 to file the Corporate Annual Report.  Go to the website of the Department of State http://www.estado.gobierno.pr/
and click on link for “Solicitud de Prorroga para Informe Anual 2009”. Law No. 164 of December 16, 2009 requires a CPA licensed in Puerto Rico to certify or compile a balance sheet to accompany every Corporate Annual Report.  Bills proposing technical amendments to the new General Corporation Law have been introduced in the legislature, and corporations may want to request the 60-day extension and wait to file the Corporate Annual Report after the technical amendments are in effect.

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