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Statutory Updates & Filing Office News

Delaware

Gov. Jack Markell signed bills passed by the General Assembly amending the Delaware business entity statutes with the intention to maintain their national preeminence.  The General Corporation Law was amended by House Bill 341 (Chapter 253) signed May 3 and effective August 1 and by HB 375 (Chapter 290) signed June 10 and effective August 2.  HB 372 (Chapter 287) signed June 10 amends the Limited Liability Company Act effective August 2.  HB 373 (Chapter 288) amends the Revised Uniform Limited Partnership Act, and HB 374 (Chapter 289) amends the Revised Uniform Partnership Act, both effective August 2

HB 341 makes consistent the GCL’s application to nonstock corporations organized for profit or not-for-profit either with a charitable purpose or a non-charitable purpose.  GCL Section 114 sets forth which provisions apply to nonstock corporations generally and which provisions apply to non-profit nonstock corporations specifically.  Among other changes: (i) nonstock corporations will be expressly required to have members; (ii) nonstock corporations may effect a short-form merger with a subsidiary corporation, so long as the parent nonstock corporation is the survivor and the merger would not impair the charitable status of a charitable nonstock corporation; and (iii) approval of mergers of domestic nonstock corporations where there are no members entitled to vote on the merger other than members of the governing body may be obtained at a single meeting by vote of a majority of the total number of members of the governing body.
http://www.legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+341/$file/legis.html?open

HB 375 adds new GCL Section 267 allowing a short-form merger of a subsidiary corporation and a parent non-corporate entity with 90% ownership, but Section 267 will not apply to nonstock corporations.  Section 132(b) confirms that requirements to provide and update the “communication contact” to the corporation’s registered agent apply to both domestic and foreign corporations in Delaware. Section 145 (d) is clarified that the decision to indemnify a present or former director, officer, employee or agent is made by one of four specified decision making bodies of the corporation providing the indemnification.  Section 145(e) clarifies advancement of expenses to present officers and directors of corporation and further that expenses may be advanced upon such terms and conditions as the corporation deems appropriate. A certificate of dissolution filed under Section 274 or 275(d) must contain the date of filing of the original certificate of incorporation.  Also, in a merger, the certificate of incorporation of the surviving corporation may be amended and restated in its entirety. http://www.legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+375/$file/legis.html?open

Amendments to the Alternative Entity Statutes (LLC, RULPA, and RUPA) provide that governing agreements are not subject to any statute of frauds; clarify that alternative entities have authority to grant, hold or exercise a power of attorney including an irrevocable power of attorney; ensure consistency with the DGCL provisions permitting a non-corporate parent to effect a short-form merger; clarify that the time period for responding to information demands may be varied by the governing agreement but not longer than 30 days; require foreign entities qualifying in Delaware to file a certificate of existence issued from their domestic jurisdiction within 6 months of qualification; and confirm circumstances for an assignee to become a partner or member.

HB 372 Limited Liability Company Act
http://www.legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+372/$file/legis.html?open

HB 373 Revised Uniform Limited Partnership Act
http://legis.delaware.gov/LIS/LIS145.nsf/vwLegislation/HB+373?Opendocument

HB374 Revised Uniform Partnership Act  
http://www.legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+374/$file/legis.html?open

In addition, Senate Bill 302 passed by the House June 30 after approval by the governor will amend the Statutory Trust Act effective August 2.
http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/SB+302/$file/legis.html?open

Colorado
House Bill 1403 (Chapter 404) signed by governor May 11 and effective August 11 enables the Secretary of State to send all notifications of due dates for business entity periodic reports and trade name renewals in electronic format and to eliminate paper mailings. 
http://www.leg.state.co.us/CLICS/CLICS2010A/csl.nsf/fsbillcont3/
04B8A293CA8FD10D872576EF00690E5C?Open&file=1403_enr.pdf

Louisiana
House Bill 1421 (Act 417) signed by governor June 21 and effective August 15 authorizes formation of low-profit limited liability companies (L3Cs).
http://www.legis.state.la.us/billdata/streamdocument.asp?did=721792

Senate Bill 386 (Act 70) signed by governor and effective June 1 deleted a Secretary of State special fee of $1.00 to provide a written response to a question for a correct corporate name, agent for service of process, or officer names.
http://www.legis.state.la.us/billdata/streamdocument.asp?did=712810

Oklahoma
Senate Bill 1132 (Chapter 384) signed by governor June 7 and effective January 1, 2011 created the Uniform Limited Partnership Act. To access bill, go to
http://webserver1.lsb.state.ok.us/WebBillStatus/main.html and click on “Basic Search Form” in the left margin. Type in SB 1132 in field for Measure Number and hit “Retrieve” button.
 
South Carolina
House Bill 1014 (Act 220) signed by governor and effective June 8 requires nonprofit corporations to notify the Attorney General of intention to dissolve and provide a copy or summary of the plan of dissolution prior to the corporation delivering articles of dissolution to the Secretary of State along with an affidavit of the person executing the articles certifying his authority to take such action.
http://www.scstatehouse.gov/sess118_2009-2010/bills/1014.htm

International

Puerto Rico
Senate Bill 1442 (Act 60) signed and effective June 12 amended the General Corporation Law’s requirements for Corporate Annual Reports. Corporations whose annual revenue in Puerto Rico is less than $3 million do not have to submit a balance sheet compiled by a CPA licensed in Puerto Rico, and the balance sheet may be prepared by a person with general knowledge of accounting and according to generally accepted accounting principles.  Corporations which requested an online extension from April 15 to June 14 and requested an additional 30-day extension by paying online by credit card the Corporate Annual Report fee of $100.00 must file the report by July 14.  SB 1442 also changed the filing date for LLC Annual Fee payments from March 1 to April 15.
Attached is a copy of SB 1442 in the Spanish language.

Canada
Transaction taxes in Canada changed effective July 1.  British Columbia and Ontario  replaced existing provincial sales taxes (PST) with the adoption of the harmonized services tax (HST) while Nova Scotia increased its provincial portion of the HST rate.
http://www.cra-arc.gc.ca/E/pub/gr/news75/news75-e.html

Ontario
For tax years ending in 2009 or later, corporations with a permanent establishment in Ontario file a harmonized T2 Corporation Income Tax Return with the Canada Revenue Agency. http://www.cra-arc.gc.ca/tx/bsnss/tpcs/crprtns/prv/on/menu-eng.html
Corporations subject to the Ontario Business Corporations Act file Schedule 546, Corporations Information Act Annual Return, together with their T2 return within 6 months after the end of each tax year.  Foreign corporations licensed under the Ontario Extra-Provincial Corporations Act file Schedule 548, Corporations Information Act Annual Return, together with their T2 return within 6 months after each tax year.  In prior years, corporation tax returns and corporation information annual returns were filed at the Ontario Ministry of Finance.

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