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Statutory Updates & Filing Office News

House Bill 180 (Act No. 2011-545) signed by the governor June 9 and effective September 10 limits the liability of successor corporations in asbestos claims.

House Bill 664 (Act No. 2011-662) signed by the governor and effective June 9 authorizes the levy by Jefferson County of an annual business license tax on gross receipts beginning October 1, 2011.

House Bill 1095 (Chapter 220) signed by the governor and effective June 3 directs the Secretary of State to implement a password-protected system and to take appropriate actions to address fraudulent activities against altering data in any filings, updates or other filing requirements while allowing for access to and retrieval of public available records including good standings without a password.  The bill text can be accessed at

House Bill 1313 (Chapter 226) signed by the governor May 27 and effective August 11 extends to June 30, 2017 the current $1.00 surcharge for filing documents in county clerk and recorder offices.

House Bill 1324 signed by the governor and effective June 2 changes applicability dates of HB 1110 which requires residential nonprofit corporations to refund entrance fee of residential members following resignation, termination, expiration or suspension.

Senate Bill 191 (Chapter 197) signed May 28 and effective April 2, 2012 enacted the Uniform Limited Cooperative Association Act.

House Bill 6234 (Public Act 11-195) enrolled June 23 and effective October 1 makes changes to the common interest ownership act

House Bill 6497 (Public Act 11- 241) enrolled June 23 and effective January 1, 2014 enacts provisions based on the Model Entity Transactions Act (META) for business entities to change their entity type through mergers, conversions, and interest exchanges and also allows domestications.

House Bill 6565 (Public Act 11-146) enrolled June 21 and effective January 1, 2012 requires business entities to file annual reports with the secretary electronically unless, on request, the secretary grants an exemption;  requires the secretary to deliver or e-mail a notice to each entity that its annual report is due, rather than mail a form for the annual report; and allows the secretary to require or permit any document required by law or regulation governing the particular entity to be filed by electronic transmission or new technology, as it develops (current law already allows corporations to deliver documents by electronic transmission to the extent the secretary permits it).

House Bill 6590 (Public Act 11-147) enrolled June 21 and effective October 1 amends the Business Corporations Act regarding record dates for notices of shareholder meetings; allows directors to authorize, and set guidelines and procedures for, a class or series of shareholders to participate remotely in meetings; and expands the use of electronic documents and technologies and establishing additional rules for their use.

Bills amending Delaware business entity laws passed the legislature before the June 30 end of session and await signature by the governor and will become effective August 1.

House Bill 115 amends the statutory trust law$file/legis.html?open

Senate Bill (SB) 74 amends the Revised Uniform Partnership Act (GP and LLP)$file/legis.html?open

SB 76 amends the LLC Act$file/legis.html?open

SB 77 amends the General Corporation Law$file/legis.html?open

SB 95 amends the Revised Uniform Limited Partnership Act$file/legis.html?open

Senate Bill 91 signed by the governor July 1 amends the bank franchise tax law$file/legis.html?open

District of Columbia

The Department of Consumer and Regulatory Affairs (DCRA) Corporations Division on June 6 launched the first phase of its online filing system.  More details are available at

On June 13 DCRA began charging an additional expedite service fee for all walk-in order requests. No routine walk-in counter service will be offered. Routine service is only available for mail-in and online order requests. The new expedite fees are as follows:
1-day service (guaranteed date of filing same or next day) $100.00; and 3-day expedite service (guaranteed date of filing in three days) $50.00. 

House Bill 59 signed by the governor June 17 and effective July 1 relates to service of process including the number of copies served on a public official.  The full bill text can be accessed at

House Bill 951 signed by the governor and effective June 17 retroactively and prospectively establishes that real property electronic documents accepted for recordation are validly recorded.

Effective July 1 recording fees decreased by $2.00. The fee for the first
page of all documents (standard size) will be $7.00; it was $9.00. Each additional page will still be $5.00.

House Bill 1100 (Public Law No. 2011-378) signed by the governor and effective June 16 increases office of register of deeds fees for making abstracts and copies of paper records.

House Bill 1103 (Public Law No. 2011-274) signed by the governor June 9 and effective 90 days after adjournment (projected to be June 22) amends the Business Corporation Act concerning electronic documents and transactions, written notice requirements, solicitation of proxies and consents, shareholder meetings and actions, and various related matters.

House Bill 1145 (Public Law No. 2011-286) signed by the governor June 10 and effective 90 days after adjournment amends state registration requirements for charitable solicitation.

House Bill 375 (Public Law No. 2011-124) signed by the governor May 23 and effective 90 days after adjournment (projected as June 15) establishes 20 years as the statute of limitations for an action on breach of covenants in any instrument conveying real property.

Effective July 1, a $20.00 surcharge is imposed on all recorded instruments including Deeds, Deeds of Trust (Mortgages), and Powers of Attorney. The typical cost of recording a real estate sale will increase from $40.00 to $60.00.  This increase was authorized in House Bill 72 (Chapter 397) signed by the governor May 19 as the Budget Reconciliation and Financing Act of 2011$/2011rs/chapters_noln/Ch_397_hb0072e.pdf

Senate Bill 110 (Chapter 521) signed by the governor and effective June 17 requires Clark County and incorporated city officials to enter into agreements relating to a system to issue and renew business licenses to contractors.

Senate Bill 186 (Chapter 388) signed by the governor June 15 and effective October 1 revises the information which a judgment creditor must include when recording a civil judgment or decree.

Senate Bill 204 (Chapter 389) signed by governor June 15 and effective January 1, 2012 amends the Uniform Common-Interest Ownership Act

Senate Bill 405 (Chapter 455) signed by governor June 16 and effective October 1 revises provisions in state business entity statutes relating to entity records and the manner in which entities sign, deliver and receive notices and communications; clarifies effective date of filed documents; and permits conversion of certain entities, among other changes.

Assembly Bill 192 (Chapter 128) signed by the governor May 27 and effective July 1 authorizes county commissioners to impose an additional fee of $3.00 per document to be recorded in county recorder offices.

Assembly Bill 564 (Chapter 168) signed by the governor May 31 and effective October 1 (i) authorizes the Secretary of State to adopt by December 31 regulations to enable business entity to use most recent technology for electronic communications and teleconferencing and (ii) relates to LLC operating agreements.

New Mexico
Senate Bill 369 effective July 1 changed fees for recording documents. The cost to record a document will be $25.00; however, this will include up to a block of 10 entries in the index of the county recording district. Each addition entry group up to 10 will be an additional $25.  This new price structure will actually lower the cost of recording many documents.

North Carolina
House Bill 312 (Session Law 2011-246) signed by governor June 23 and effective October 1 amends provisions regarding recording and indexing satisfactions of security interests.

House Bill 384 (Session Law 2011-296) signed by governor June 26 and effective October 1 relates to recording fees

Senate Bill 457 (Session Law 2011-347) signed by governor June 27 and effective October 1 amends the Business Corporation Act regarding dissenters’ rights

Senate Bill 519 (Session Law 2011-351) signed by governor and effective June 27 relates to recording memoranda of contracts to purchase real estate.

Senate Bill 679 (Session Law 2011-312) signed by governor June 27 and effective October 1 modernizes provisions relating to deeds of trust.

House Bill 2254 (Chapter 147) signed by the governor and effective May 27 clarifies that business entities may convert to other business entities; requires a foreign business entity to submit a certificate of existence or similar document unless the official with custody of business entity records in the domestic jurisdiction permits free access to a searchable database with evidence of entity’s existence; allows a business entity to update information in an annual report under certain circumstances; permits a business entity to amend its assumed business name; and allows Secretary of State to waive the 5-year limitation on reinstatement if business entity shows it continued existence as an active concern.

Senate Bill 1131 (Act No. 2011-17) signed by the governor and effective June 28 amends provisions relating to comparative negligence (joint and several liability).

Rhode Island
Senate Bill 353 signed by the governor June 8 and effective July 1 amends the LLC statute to permit organization and qualification of low-profit limited liability companies (L3Cs) to significantly accomplish one or more charitable or education purposes within Section 170(c)(2)(B) of the Internal Revenue Code.

House Bill 5777
and Senate Bill 719
signed by the governor and effective June 8 amend the business and nonprofit corporation acts to require that a foreign corporation provide a street address of the principal office.

House Bill 5778 and Senate Bill 759
signed by the governor and effective June 8 amend the LLC and business corporation statutes to include a fee of $50.00 for conversion of a domestic entity to a non-Rhode Island entity and a fee of $10.00 for a domestic or foreign LLC to file any other statement or report other than an annual report.

Senate Bill 761 (Public Law No. 2011-60) signed by the governor and effective June 8 amends state business entity statutes to provide that words and/or abbreviations to identify a particular business entity shall be disregarded to determine if the name is distinguishable upon the records of the Secretary of State who will promulgate rules defining the term “distinguishable upon the record”.

Senate Bill 748 signed by the governor May 27 and effective September 1 amends the Business Organizations Code relating to actions by written consent, votes by partners in a limited partnership, merger plans, plans of conversion, dissenters rights, appointment of receivers, shareholder agreements and meetings, the right to access certain records, recognition of membership interests as community property and the effect of death or divorce on such interests.

Senate Bill 5213, effective July 22 requires all authorized foreign and alien insurers to provide to the insurance commissioner an email address for the receipt of service of process. CSC can provide this email address in its capacity as the designated forwarding address for the receipt of service of process.  A notice concerning this new requirement is currently being sent by the Office of the Insurance Commissioner to all authorized foreign and alien insurers. For more information, please contact a CSC Customer Service Representative. 

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