Statutory Updates & Filing Office News

Alabama
Senate Bill 300 (Act 685) signed by governor and effective April 29 deletes the requirement that a domestic insurance company with its principal place of business outside Alabama must keep a duplicate set of corporation records within Alabama.
http://alisondb.legislature.state.al.us/acas/ViewBillsStatusACASLogin.asp?BillNumber=sb300

Arizona
House Bill 2037 (Chapter 313) signed by governor May 11 and effective July 29 deletes the requirement for partnerships to file an affidavit of publication after county publication of statement of qualification and provides for a late filing penalty after April 30 for LLP annual reports.  Full bill text can be accessed at:
http://www.azleg.gov/FormatDocument.asp?inDoc=/legtext/49leg/2r/bills/hb2037c.htm

Colorado
HB 1403 eligible for signature by governor with proposed effective date of August 11, 2010  would enable the Secretary of State to send all notifications of due dates for business entity periodic reports and trade name renewals in electronic format and eliminate paper mailings.
http://www.leg.state.co.us/CLICS/CLICS2010A/csl.nsf/fsbillcont3/
04B8A293CA8FD10D872576EF00690E5C?Open&file=1403_enr.pdf

Connecticut
HB 5530 (Act 10-35) signed by governor May 10 and effective October 1 amends the Business Corporation Act to track changes to the Model Business Corporation Act regarding written notices to a corporation; financial information for disclosures to shareholders; board authority to submit matters for shareholder approval; and consideration by directors of other constituencies in the context of a business combination.
http://www.cga.ct.gov/2010/ACT/PA/2010PA-00035-R00HB-05530-PA.htm

Delaware
HB 314 (Chapter 252) signed by governor May 3 and effective June 2 amends Chapter 69 of Title 18 of the Delaware Code to permit licensing of agency and branch captive insurance companies.
http://legis.delaware.gov/LIS/LIS145.nsf/vwLegislation/HB+314?Opendocument

HB 341 (Chapter 253) signed by governor May 3 and effective August 2 amends the provisions of the General Corporation Law regarding nonstock corporations.
http://legis.delaware.gov/LIS/LIS145.nsf/vwLegislation/HB+341?Opendocument

Florida
HB 5505 signed by governor May 28 and effective July 1 deletes the exception to the business entity reinstatement late fee of $400.00 for entities which claim not to have received an annual report to file by April 30.
http://www.myfloridahouse.gov/Sections/Documents/loaddoc.aspx?FileName=
_h5505er.docx&DocumentType=Bill&BillNumber=5505&Session=2010

Georgia
The Georgia Secretary of State Corporations Division implemented an email notification system to allow business entities to receive by email (i) annual registration reminders and (ii) next-day notification when any changes have been made to the entity’s information on file with the division.
http://www.sos.ga.gov/corporations/corporationsemailcapture/

HB 1055 (Act No. 360) signed by governor and effective May 12 increases from $30.00 to $50.00 annual registration fees payable by foreign and domestics corporations, LLCs, and LPs (see Sections 1-34 to 1-37) and assesses an additional fee of $125.00 applicable to trade name registrations (Section 1-44).
http://www.legis.state.ga.us/legis/2009_10/pdf/hb1055.pdf

Hawaii
SB 2775 (Act 62) signed by governor and effective April 25 distinguishes trade names and trademarks from property rights in names and personalities to be protected by publicity rights name registration filings with the Department of Commerce and Consumer Affairs.
http://www.capitol.hawaii.gov/session2010/bills/SB2775_HD2_.pdf

Maryland
HB 202 (Chapter 397) signed by governor May 4 and effective October 1 prohibits filings of UCC financing statements or amendments that the person knows contains false information.
http://mlis.state.md.us/2010rs/bills/hb/hb0202t.pdf

HB 459 (Chapter 301), crossfiled with SB 454, signed by governor May 4 and effective October 1 requires state agencies adopting by regulation increases in fees for licenses to practice any business activity, business or health occupation, or business or health profession licensed under state law, to submit information explaining or justifying the reasons for the proposed increase to the Joint Committee on Administrative, Executive and Legislative Review. http://mlis.state.md.us/2010rs/bills/hb/hb0459t.pdf

HB 472 (Chapter 485), crossfiled with SB 276, signed by governor May 20 and effective July 1 modifies residential property foreclosure procedures to include foreclosure mediation.
http://mlis.state.md.us/2010rs/chapters_noln/Ch_485_hb0472E.pdf

SB 784 (Chapter 611) signed by governor May 20 and effective June 1 amends the Business Trust Act and renames as the Statutory Trust Act. http://mlis.state.md.us/2010rs/bills/sb/sb0784t.pdf  

House Bill 971 relating to business trusts was vetoed as duplicative by the governor on May 20. http://mlis.state.md.us/2010rs/bills/hb/hb0971t.pdf

Michigan
SB 719 (Act 56) signed by governor and effective April 29 allows corporations and courts to affix seal to electronic documents.
http://www.legislature.mi.gov/documents/2009-2010/publicact/pdf/2010-PA-0056.pdf

SB 1174 (Act 61) signed by governor and effective April 30 requires two-third approval of shareholders for takeover of a Michigan domiciled insurance company with less than 200 employees
http://www.legislature.mi.gov/documents/2009-2010/publicact/pdf/2010-PA-0061.pdf

New Hampshire
SB 307 (Chapter 105) signed by governor May 26 and effective July 25 relates to criteria and procedures for membership and participation by members or directors of voluntary corporations and associations.
http://www.gencourt.state.nh.us/legislation/2010/SB0307.html

New Jersey
SB 895 (Chapter 2010-15) signed by governor and effective May 6 eliminates 10-day waiting period for certain shareholder actions not concerning mergers and acquisitions.
http://www.njleg.state.nj.us/2010/Bills/S1000/895_I1.HTM

Pennsylvania
A 54-day tax amnesty period continues until June 18 for the Department of Revenue to waive all penalties and one half of interest for payment of delinquent state taxes
http://www.pataxpayup.com

Vermont
Senate Bill 263 (Act No. 113) signed by the governor May 19 and effective July 1, 2011 enacted the Vermont Benefit Corporation Act allowing new and existing domestic corporations to create general public benefits defined as a material positive impact on society and the environment as measured by a third party standard through activities that promote some combination of specified public benefits.  Full bill text can be accessed at
http://www.leg.state.vt.us/docs/2010/Acts/ACT113.pdf

Wisconsin
AB 564 (Act 236) signed by governor May 5 and effective May 20 authorizes LLCs to register LLC names for up to ten (10) years after change of name, merger, dissolution
http://www.legis.state.wi.us/2009/data/acts/09Act236.pdf

AB 565 (Act 237) signed by governor May 5 and effective May 20 permits LPs and LLPs to file a statement of change of registered office/registered agent with the Department of Financial Institutions (DFI)
http://www.legis.state.wi.us/2009/data/acts/09Act237.pdf

SB 507 (Act 314) signed by governor May 13 and effective May 27 increases county recording fees to $30.00 and requires redaction of social security numbers from electronic documents.
http://www.legis.state.wi.us/2009/data/acts/09Act314.pdf

SB 581 (Act 347) signed by governor May 13 and effective May 27 prohibits DFI from recording in the corporate registration system documents containing social security numbers.  The filing office may remove or obscure characters in an SSN.  If the filing office records a document containing a complete SSN, the drafter of the document is liable to the individual for actual damages resulting from the record being filed and indexed.
http://www.legis.state.wi.us/2009/data/acts/09Act347.pdf

SB 587 (Act 348) signed by governor May 13 and effective May 27 provides for execution of correction instruments to recorded instruments conveying real property and also changes the process to obtain and terminate a commercial real estate lien.
http://www.legis.state.wi.us/2009/data/acts/09Act348.pdf

International
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. This request must be made online after June 4 with payment by credit card.  Law No. 164 of December 16, 2009 made changes to the Corporate Annual Report requirements. Corporations whose net sales under General Accepted Accounting Principles (GAAP) from PR sources exceeded $3 million in 2009 must submit a balance sheet relating to PR operations audited and certified by a CPA licensed in PR.  Corporations whose PR source income was less than $3 million must submit a balance sheet relating to PR operations compiled by a CPA licensed in PR.  Corporations with no activity in PR must submit a zero balance sheet signed by a CPA licensed in PR.  Attached are a copy of the Corporate Annual Report and a letter (in Spanish) dated April 12 from the Secretary of State regarding the additional 30 day extension.

Territory of U.S. Virgin Islands
Corporations, LLCs and LLPs registered at the U.S. Virgin Islands Office of the Lt. Governor Division of Corporations must file annual reports and pay applicable fees by June 30.  Forms can be accessed at http://ltg.gov.vi/form-downloads.html