Statutory Updates & Filing Office News
Effective November 1, UCC filing fees increase from $5.00 to $9.00.
Assembly Bill 155 (Chapter 313) signed by the governor and effective September 23 repealed recent legislation with affiliate nexus provisions and temporarily reinstated prior legislation regarding collection of sales tax on online sales. The affiliate nexus provisions will take effect again in 2012 or January 1, 2013 depending on whether Congress enacted nationwide legislation governing online sales tax collection. S.1452/H.R. 2701 is the Main Street Fairness Act introduced July 2001 that would grant states in compliance with the Streamlined Sales and Use Tax Agreement the authority to collect taxes from out-of-state sellers). CA AB 155 can be
Assembly Bill 560 (Chapter 291) signed by the governor September 20 extends until January 1, 2019 the operation of existing law for organization and governance of a professional limited liability partnership for the practice of architecture.
Assembly Bill 75 (Chapter 269) signed by the governor September 7 and effective January 1, 2012 makes it unlawful for a non-governmental entity to solicit funds or information by means of a mailing, electronic message, or Internet Web site that contains an emblem or content that reasonably could be interpreted or construed as implying any federal, state, or local government connection, approval, or endorsement, unless the entity has an expressed connection with a federal, state, or local government entity or unless the solicitation contains specified disclosures and meets other requirements. In addition, the bill relates to certain notary public requirements and adds Section 12181 to the Government Code to enable the Secretary of State's office to refuse to perform a service or refuse a filing based on a reasonable belief that the service or filing is being requested for an unlawful, false, or fraudulent purpose, to promote or conduct an illegitimate object or purpose, or is being requested or submitted in bad faith or for the purpose of harassing or defrauding a person or entity.
Public Act 11-201 amended General Statute Section 7-148ii concerning foreclosure registration effective October 1, 2011. The Connecticut Town Clerks Association and Connecticut Bankers Association prepared forms to file foreclosure registrations which can be accessed from this link: Foreclosure Registration Forms.
The full bill text can be accessed at:
The Secretary of State and Attorney General announced that in fiscal year 2011 fines and penalties totaling $1.3 million were recovered from 330 out-of-state companies doing business in Connecticut without a certificate of authority. A press release can be accessed here.
Delaware’s governor on September 21 signed five bills related to foreclosures including a mediation program for homeowners and consumer protection against deceptive practices.
HS 1 for HB 57
HS 1 for HB 58
The Department of Commerce and Consumer Affairs (DCCA) on September 23 released an application for mobile devices including a modified version of information available on DCCA’s Business Registration website.
Requests to retrieve plain and certified copies of corporate and UCC documents will be delayed 2-to-3 weeks because the Secretary of State is moving corporate and UCC files until October 18.
The Secretary of State on September 8 revoked the corporate status of more than 400 LLC’s and corporations registered in Nevada for failing to respond to an official inquiry into the companies’ status as home-based businesses. The registered agent for the companies, Power Point Management Ltd., had its status as a Nevada corporation revoked on August 20, for failure to respond to similar interrogatories from the Secretary of State, and failure to supply a current list of owners as requested by the Secretary of State. A news release can be accessed at:
The Secretary of State issued a cease and desist order to Companies Incorporated to stop the sale of shelf companies as securities violations. http://www.nvsos.gov/index.aspx?recordid=742&page=23
Effective October 3 the Department of Financial Services was formed by transferring functions of the Department of Insurance and Department of Banking to the new department. The effect on turnaround times was not known as of October 5.
Senate Bill 2373 signed by the governor September 23 and effective September 22, 2012 permits county recorders to require all real property instruments submitted for recording to be in electronic format (PDF or similar format). The records will still need to meet the statutory requirements for sufficiency, but an electronic image of a wet signature and notary acknowledgement will be effective as the original. http://assembly.state.ny.us/leg/?default_fld=&bn=S02373&term=&Text=Y
Senate Bill 2987 (Chapter 550) signed by the governor September 23 and effective January 1, 2012 permits the incorporation of design professional service corporations (engineering, architecture, landscape architecture, land surveying, or any combination thereof) in which non-professionals may own a non-majority (less than 25 percent) of shares and hold less than 25 percent of director and officer positions, and requires disclosures of identities and status of shareholders, officers, and directors.
Senate Bill 4308 (Chapter 564) signed by the governor and effective September 23 provides that the surviving business entity in the case of a merger between a professional service corporation and a professional service limited liability company may be a professional service limited liability company.
Governor Cuomo issued Executive Order 21 on September 15, temporarily suspending certain fees charged by the Department of State for replacement documents for victims of the flooding caused by Hurricane Irene and subsequent storms. Until further notice, the fees charged by the Department of State’s Division of Licensing Services for issuing duplicate license certificates and pocket and identification cards are suspended. Also suspended are the fees charged by the Division of Corporations, State Records and Uniform Commercial Code for copies of any document or record on file with the Division. http://www.dos.ny.gov/waiver.html. The form needed to request waiver of Division of Corporations, State Records and UCC fees form can be accessed at http://www.dos.state.ny.us/forms/corporations/1926.pdf. Executive Order 21 can be accessed at http://www.governor.ny.gov/executiveorder/21.
Beginning with reports originally due on or after October 1, taxpayers will be assessed a $50.00 penalty when a franchise tax report is filed late. The penalty will be assessed regardless of whether the taxpayer subsequently files the report or whether any taxes or fees were due from the taxpayer for the period covered by late filed report.
The $50.00 penalty is due in addition to any other penalties assessed for the reporting period. More information on this late filing penalty and other 2011 legislation can be accessed from the website of the Texas Comptroller of Public Accounts at the following link: http://www.window.state.tx.us/taxinfo/taxpubs/tx96_237_3_11.pdf
The Secretary of State in September sent 7,000 notices to corporations, limited partnerships, limited liability companies, voluntary associations, and business trusts with a reminder to file annual reports prior to October 31. Until that date, business owners who have not yet filed an annual report must pay the $25.00 filing fee plus a $100.00 late filing fee. Businesses who do not file their annual report by that date will have their business license revoked and will be administratively dissolved by the Secretary of State’s Office. A news release can be accessed at
The Leahy-Smith America Invents Act, H.R. 1249 (Public Law No. 112-29), signed by President Obama on Friday, September 16, and effective September 16, 2012, amends federal patent law to award patents to the “first inventor to file” instead of the current “first to invent” system. The legislation can be accessed at: http://thomas.loc.gov/cgi-bin/bdquery/z?d112:h.r.01249 and information on implementation of the act and new patent fees is available on the website of the U.S. Patent and Trademark Office http://www.uspto.gov/aia_implementation/index.jsp
New regulations effective October 1 contain changes to shareholder details required on the annual return with made up dates 1st Oct 2011 or later as follows:
For returns made up to 1st October 2011 or later:
a) Companies whose shares have not been at any time admitted to trading on a relevant market must provide a 'full list' of all shareholders on the first annual return following incorporation; and thereafter on every third annual return. Any details of transfers of shares that have taken place during the year will be required for intervening annual returns
b) Companies any of whose shares have been admitted to trading on a relevant market, must provide the names and addresses of shareholders who hold 5% or more of the company’s issued share capital as at the made up date of the return every year. The Regulations remove the requirement for a full list every third year and details of transfers of shares that have taken place to be shown on intervening annual returns
c) Companies any of whose shares have been admitted to trading on a relevant market throughout the return period and who were subject to the Vote Holder and Issuer Notification Rules contained in Chapter 5 of the Disclosure and Transparency Rules source book issued by the Financial Services Authority (DTR5) throughout the return period; shareholder details do not have to be provided.
More information is available at http://www.companieshouse.gov.uk/about/sic2007.shtml