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Statutory Updates & Filing Office News

House Bill 2037 which passed the House and Senate and was sent to governor April 29 for signature would (i) delete the requirement for partnerships to file an affidavit of publication after county publication of statement of qualification and (ii) provide for a late filing penalty after April 30 for LLP annual reports.  Full bill text can be accessed at

Effective May 1, additional documents must be filed online by business entities.  More information is available on the Secretary of State Business Division website at

HB 314 which passed both chambers of the General Assembly and is eligible for signature by governor would amend the Chapter 69 of Title 18 of the Delaware Code to permit licensing of agency and branch captive insurance companies.

HB 341 which passed both chambers and is eligible for signature by governor would amend the provisions of the General Corporation Law regarding nonstock corporations.

HB 372 which passed the House April 29 would amend the LLC Act.

HB 373 which passed the House April 29 would amend the Revised Uniform Limited Partnership  Act.

HB 374 which passed the House April 29 would amend the Revised Uniform Partnership Act.

HB 375 which passed the House April 29 would amend the General Corporation Law to, among other things, clarify that the Section 132 requirement for “communications contact” applies to both domestic and foreign corporations.

KY SB 150 (Act 133) signed by governor April 13 and effective July 14 allows the Secretary of State to commence procedures for administrative dissolution or revocation if annual reports are not filed by the due date, instead of after a 60-day grace period under current law, and provides for notices of administrative dissolution or revocation to be sent to the entity’s principal place of business address and not to the entity’s registered office in Kentucky.

KY SB 151 (Act 151) signed by governor April 13 and effective July 14 enacts the Kentucky Business Entity Filing Act.  Among its many provisions is a new requirement for each domestic and foreign entity to provide to its registered agent and update from time to time as needed the name, business address, and business telephone number of a natural person who is authorized to receive communications from the registered agent (the “communications contact”).

KY SB 152 (Act 51) signed by governor March 30 and effective July 14, among other things, allows corporations to convert to LLCs; makes all business entity statutes consistent regarding business entity name requirements; and provides rules for business trusts consistent with other forms of business organizations.

HB 972 (Chapter 96), crossfiled as SB 688 (Chapter 95), signed by governor April 13 and effective June 1 alters procedures for execution of certain documents by business entities.

HB 1009 (Chapter 98), crossfiled as SB 690 (Chapter 97), signed by governor April 13 and effective October 1 authorizes corporations to specify public benefits.

SB 501 (Chapter 79), crossfiled as HB 412 (Chapter 80), signed by governor April 13 effective June 1 clarifies that a Real Estate Investment Trust’s declaration of trust may provide for the board of trustees to amend in specified circumstances without shareholder action.

House Bill 683 signed by governor April 16 and effective January 1, 2011 enacted the Revised MS LLC Act and requires annual reports (no fee for domestic LLCs, $250 for foreign LLCs). Existing LLCs may elect to be governed by the new act prior to the transition date of January 1, 2012 for all LLCs to be governed by the new act.

Senate Bill 2705 (Chapter 250), crossfiled as HB 3025, signed April 15 and effective August 1
(i) modifies the Business Corporation, Nonprofit Corporation and LLC Acts by regulating the organization and operation of business corporations, nonprofit corporations, and limited liability companies and (ii) provides for consistent law relating to registered agents and offices of business entities

Legislative Bill 888 signed by the governor April 1 and effective January 1, 2011 adopted the Nebraska Uniform LLC Act.  The transition date is January 1, 2013, after which all LLCs in Nebraska will be governed by the new act.

LB 759 signed April 12 and effective July 14 amends the Professional Corporation Act regarding dissolution of single-person professional corporations.

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

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

HB 3643 (Chapter 741) signed by governor April 9 and effective July 1 requires for-profit, not-for-profit corporations, LLCs and LLPs to submit a good standing with applications for reinstatement following dissolution and administrative revocation and a tax clearance for termination or withdrawal.

HB 3644 (Chapter 742) signed by governor and effective April 9 provides that anyone may apply to the secretary of state to furnish a certificate of existence for a domestic LLC, LLP or LP or a certificate of authorization for a foreign LLC, LLP or LP.

HB 3645 (Chapter 743) signed by governor and effective April 9 adds another circumstance under which a name that is not distinguishable from another on the records of the secretary of state may be authorized: if the other entity is under common control with the applying entity, consents to the use in writing, and both the other entity and applying entity consent to the secretary of state to use the same registered agent.

SB 100 (Chapter 762) effective July 1 conforms the Stock Corporation Act to revisions in the ABA Model Business Corporation Act.

SB 400 (Chapter 669) signed by governor April 12 and effective July 1 authorizes the State Corporation Commission (SCC) to establish the fees to be charged by the clerk for furnishing copies of documents, certifying information, and providing access to records in the clerk's office.

HB 612 (Chapter 753) signed by governor April 13 and effective July 1 requires that payments of annual registration fees be applied to a corporation's oldest unpaid assessment or penalty and clarifies the procedure by which a corporation's corporate existence or authority to transact business is automatically terminated if it fails to pay its annual registration fee by the last day of the fourth month following the due date.

HB 792 (Chapter 280) signed by governor April 8 and effective July 1 authorizes the regulatory boards within the Department of Professional and Occupational Regulation to issue a temporary license or certification valid for not more than 45 days to an applicant who holds a comparable license or certification issued by another state.

HB 831 (Chapter 634) signed by governor and effective July 1 requires public bodies to include contract provisions for contractors to provide a valid certificate of authority and to maintain such status for the duration of the contract and permits voiding of contracts for violation.

HB 1040 (Chapter 703) signed by governor April 12 and effective July 1 authorizes correction of SCC records to eliminate clerical errors and filings made by a person without authority to act for a LLC; authorizes the SCC to assess LLCs with the annual registration fee in the month it was organized or qualified to transact business; and requires the SCC to enter an order by August 1 regarding the schedule for implementing the change in the assessment dates.

HB 1105 (Chapter 434) signed April 11 and effective July 1 provides for electronic filing of change of registered office/registered agent for business entities.

HB 2576 (Special Session Chapter 29) signed by governor April 27 and effective July 13 increases the annual corporation license fee from $50 to $60 and restructures other fees in the Divisions of Corporations and Charities in a manner intended to provide a self-sustaining budget.

West Virginia
House Bill 4590 (cross filed as Senate Bill 624), signed by governor March 31 and effective June 11, makes the annual report filing deadline for LLCs July 1 consistent with the filing deadline for corporations including nonprofits, limited partnerships and business trusts and requires business entities in filings at the Secretary of State to provide an e-mail address where informational notices and reminders of annual filings may be sent.

Commonwealth of Puerto Rico
Corporations which filed an online extension for 60 days from April 15 to June 14 may request an additional 30-day extension from June 14 to July 15 by paying the $100.00 Corporate Annual Report fee with the request for additional extension.   Law No. 164 of December 16, 2009 made  changes to the Corporate Annual Report. Corporations whose net sales under General Accepted Accounting Principles (GAAP) from Puerto Rico sources exceeded $3 million must submit a balance sheet audited by a CPA licensed in Puerto Rico.  Corporations whose Puerto Rico source income was less than $3 million must submit a balance sheet compiled by a CPA licensed in Puerto Rico.  Corporations with no activity in Puerto Rico must submit a zero balance sheet signed by a CPA licensed in Puerto Rico.  Attached are a copy of the Corporate Annual Report and a letter dated April 12 from the Secretary of State regarding the additional 30 day extension.

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