Statutory Updates & Filing Office News
House Bill 363 (Act No. 2012-563) signed by the governor and effective May 23 amended Section 10A-2-11.02 of the Business Corporations Act to provide that a corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and, if required by Section 10A-2-11.03, the shareholders of each corporation approve the exchange. The plan of exchange shall set forth the name of the corporation whose shares will be acquired and the name of the acquiring corporation; the terms and conditions of the exchange; and the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
HB 574 (Act 2012-365) signed by the governor May 14 and effective August 1 authorizes the Russell County Commission to establish an additional mail order fee for business license renewals. State or county business licenses may be received in person without the additional fee.
Senate Bill 347 (Act 2012-278) signed by the governor May 3 and effective March 1, 2013 adopts the Residential Mortgage Satisfaction Act requiring a secured creditor to record a satisfaction of a security instrument within 30 days after the creditor receives full payment and performance of the secured obligation.
SB 123 (Chapter 171) signed by the governor and effective May 11 requires the office of the Secretary of State to develop and implement enhancements to online business filing procedures to, among other things, allow for association of multiple business records in one account, allow users to file multiple documents at one time, allow users to pay for multiple filings at one time, and allow users to store payment information, view user’s balance and transaction history and add money to the user’s account. The bill text can be accessed at:
HB 5073 (Public Act 12-32) signed by the governor May 14 makes changes to the Business Corporation Act effective October 1 pertaining to bylaw provisions, indemnification rules, voting group requirements, and appraisal rights and amends the Model Entity Transactions Act effective January 1, 2014. The bill text can be accepted at:
Bills amending the five business entity laws were introduced in May and passed one chamber and await action in the other chamber and by the governor with proposed effective dates of August 1, 2012. The bills can be accessed at:
HB 338 amends the LLC Act
HB 339 amends the Revised Uniform Partnership Act
HB 340 amends the Revised Uniform Limited Partnership Act
HB 342 amends the General Corporation Law
SB 218 amends the Statutory Trust Act
HB 7111 (Chapter 2012-227) signed by the governor and effective May 4 finds a public necessity that social security numbers contained in reports of unclaimed property shall remain
confidential and exempt from public records requirements. The bill text can be accessed at:
HB 725 (Chapter 2012-209) signed by the governor May 4 and effective October 1 amends licensing provisions for insurance agents and adjusters. The bill text can be accessed at:
HB 110 (Act No. 644) signed by the governor May 1 and effective July 1 authorizes Georgia counties by ordinance or resolution to require registration of vacant or foreclosed property. The bill text can be accessed at: http://www.legis.ga.gov/Legislation/20112012/126175.pdf
According to the Secretary of State Corporations Division, non-profit corporations and foreign (out of state) LLPs that paid $50.00 for annual registration between August 12, 2010 and April 13, 2012 may be eligible for a partial refund of fees paid in excess of $30.00. The news release can be accessed here.
HB 499 (Act 110) signed by the governor and effective April 11 provides for a tax amnesty program during the fiscal year ending June 30, 2013 for a period of 60 to 120 days. The bill text can be accessed at: http://www.lrc.ky.gov/record/12RS/HB499.htm
HB 462 (Act 126) signed by the governor May 14 and effective August 1 provides that venue is proper for a foreign corporation or foreign limited liability company in the parish where its principal business establishment is located. The bill text can be accessed at: http://legis.la.gov/billdata/streamdocument.asp?did=802153
HB 169 (Act No. 178) signed by the governor May 22 and effective August 1 provides that an attorney requesting from a recorder a certificate of encumbrances that appear in mortgage records may supply as satisfactory evidence an affidavit that distinguishes whether an instrument is in the name of the person for whom the certificate is sought. The bill provides for liability of the affiant if materially false information is contained within the affidavit and limited liability of the recorder when the affidavit contains an incorrect statement. The bill text can be accessed at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=805602
HB 1128 (Act No. 220) signed by the governor and effective May 22 changes various renewal dates to a calendar year renewal for licenses issued by the Office of Financial Institutions under the Sales of Checks and Money Transmission Act, the La. Consumer Credit Law, and the La. Pawnshop Act and makes changes for failure to pay renewal fees. The bill text can be accessed at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=805680
HB 777 (Chapter 600) http://mlis.state.md.us/2012rs/bills/hb/hb0777t.pdf and SB 835 (Chapter 599) http://mlis.state.md.us/2012rs/bills/sb/sb0855t.pdf signed by the governor May 22 and effective October 1 amend the LLC act to among other things repeal the requirement to state a purpose in the articles of organization.
HB 232 (Chapter 533) http://mlis.state.md.us/2012rs/bills/hb/hb0232e.pdf and SB 534 (Chapter 532) http://mlis.state.md.us/2012rs/bills/sb/sb0534e.pdf signed by the governor May 22 and effective June 1 repeal the requirement for authorized persons of LLC holding city of Baltimore alcoholic beverage licenses to be registered voters.
HB 1373 (Chapter 155) signed by the governor May 2 and effective October 1 requires the Department of Labor, Licensing and Regulation to maintain an internet registry of foreclosed residential properties. The bill text can be accessed at: http://mlis.state.md.us/2012rs/bills/hb/hb1373e.pdf
The Department of Licensing and Regulatory Affairs (LARA) posted information on issues to consider before converting from a C-corporation to a LLC or electing S-corporation status: http://www.michigan.gov/documents/lara/
HB 4563 (Public Act 144) signed by the governor and effective May 24 amends the unclaimed property act to clarify the act does not apply to any property issued, held, due, or owing in any transaction between two or more business entities. The bill text can be accessed at: http://www.legislature.mi.gov/documents/2011-2012/billenrolled/House/htm/2011-HNB-4563.htm
The Secretary of State announced an app for iPhone, iPad, and iPod Touch to search the Nevada business entity database at: http://www.nvsos.gov/index.aspx?recordid=1017&page=23
SB 235 (Chapter 102) signed by the governor May 29 and effective July 28 deletes requirements for foreign corporations and LLCs to file a certificate of good standing from the state of formation when qualifying in New Hampshire and to file a signed agent consent when changing registered agent. The bill text can be accessed at: http://www.gencourt.state.nh.us/legislation/2012/SB0235.html
SB 203 which passed both chambers and awaits action by the governor would effective January 1, 2013 replace the LLC Act with a new act to increase its flexibility and enhance the ability of small and large businesses to tailor LLCs to meet members’ and managers’ needs and interests including provisions validating oral and implied operating agreements of LLCs that lack written agreements. The bill text can be accessed at: http://www.gencourt.state.nh.us/legislation/2012/SB0203.html
The Department of State launched online filing of biennial statements. More information is available at: http://www.dos.ny.gov/press/2012/biennial5-1.html
SB 1523 (Chapter 245) signed by the governor May 14 and effective November 1 provides for domestic and foreign LLCs to pay a fee of $25.00 with the annual certificate filed in the Office of the Secretary of State by the anniversary of formation or qualification to confirm the LLC is an active business and include its principal place of business address. The Secretary of State shall send a notice by electronic mail 60 days prior to the anniversary date. The bill text can be accessed at: https://www.sos.ok.gov/documents/legislation/53rd/2012/2R/SB/1523.pdf
HB 2192 (Chapter 278) signed by the governor May 22 and effective November 1 relates to electronic filing and endorsement for traffic citations and other citations to be filed in district court. The bill text can be accessed at: https://www.sos.ok.gov/documents/legislation/53rd/2012/2R/HB/2192.pdf
HB 7067 (Public Law 2012-72) signed by the governor and effective May 14 provides for revocation and reinstatement of foreign LLC certificates of registration and application for transfer of authority by foreign LLCs which convert to foreign other entities. The bill text can be accessed at: http://www.rilin.state.ri.us/BillText/BillText12/HouseText12/H7067A.pdf
HB 7068 (Public Law 2012-85) signed by the governor and effective May 21 clarifies that a duly authorized foreign LP that converts into a foreign or other entity may file an application for transfer of authority. The bill text can be accessed at: http://www.rilin.state.ri.us/BillText/BillText12/HouseText12/H7068.pdf
HB 7120 (Public Law 2012-80) signed by the governor and effective May 14 removes an incorrect clause relating to partnerships and registered limited liability partnerships. The bill text can be accessed at: http://www.rilin.state.ri.us/BillText/BillText12/HouseText12/H7120.pdf
HB 7121 (Public Law 2012-79) signed by the governor and effective May 14 provides for a foreign corporation that converts to a foreign other entity to apply for a transfer of authority. The bill text can be accessed at: http://www.rilin.state.ri.us/BillText/BillText12/HouseText12/H7121.pdf
HB 7150 (Public Law 2012-103) signed by the governor and effective May 25 amended the non-profit corporation act to permit filing of a certificate of correction and a qualified non-profit corporation that converts to another entity type in its state of formation to file an application for transfer of authority.
HB 7228 http://www.rilin.state.ri.us/BillText/BillText12/HouseText12/H7228.pdf and SB 2285 http://www.rilin.state.ri.us/BillText/BillText12/SenateText12/S2285.pdf signed by the governor and effective May 25 added psychologists, midwives and nurse-midwives to the list of professions included in the definition of professional services for professional service corporations.
SB 2349 (Public Law 2012-71) signed by the governor and effective May 14 provides for a foreign corporation that converts to a foreign other entity to apply for a transfer of authority. The bill text can be accessed at: http://www.rilin.state.ri.us/BillText/BillText12/SenateText12/S2349.pdf
SB 2351 (Public Law 2012-81) signed by the governor and effective May 14 provides for nonprofit corporations to file certificate of correction, transfer of authority and restated articles. The bill text can be accessed at http://www.rilin.state.ri.us/BillText/BillText12/SenateText12/S2351.pdf
SB 2353 (Public Law 2012-68) signed by the governor and effective May 14 provides for a foreign limited partnership that converts to a foreign other entity to apply for a transfer of authority. The bill text can be accessed at http://www.rilin.state.ri.us/BillText/BillText12/SenateText12/S2353.pdf
SB 2354 (Public Law 2012-67) signed by the governor and effective May 14 provides for revocation and reinstatement of foreign LLC certificates of registration and application for transfer of authority by foreign LLCs which convert to foreign other entities. The bill text can be accessed at http://www.rilin.state.ri.us/BillText/BillText12/SenateText12/S2354.pdf
HB 3459 (Chapter 1051) signed by the governor May 21 and effective June 30 amends the Business Corporations Act regarding corporate actions without a shareholders or directors meeting, dissenters rights, mergers and share exchanges, entity conversions, conflicts of interest, inspection of corporate records, and electronic notice and other communications. The bill text can be accessed at: http://www.capitol.tn.gov/Bills/107/Bill/HB3459.pdf
SB 2890 (Chapter 10515) signed by the governor May 15 and effective July 1 make it an Class A misdemeanor for any person to knowingly prepare, sign, or file any lien or other document with the intent to encumber any real or personal property when such person has no reasonable basis or any legal cause to do so and provides for circuit court to order the removal from any record the lien or document evidencing an encumbrance, and order that the document be void and of no legal effect, and, cause the removal of any cloud on a title that may have arisen because of the document. The bill text can be accessed at:
SB 217 (Act No. 2012-146) signed by the governor May 15 and effective July 1 amends existing provisions for benefit corporations. The bill text can be accessed at: http://www.leg.state.vt.us/docs/2012/Acts/ACT146.pdf
US Overseas Possession
Territory of Guam
Corporations and LLCs registered in Guam must file Sworn Annual Report between July 1 and September 1.
Forms can be accessed at http://www.govguamdocs.com/revtax/index_revtax.htm
Territory of U.S. Virgin Islands
Saturday, June 30, is the deadline for corporations, LLCs, LLPs and LLLPs to file annual reports and franchise tax reports at the Territory of the U.S. Virgin Islands Office of the Lieutenant Governor Division of Corporations. Online filing is not available, and the Division of Corporations does not send annual report reminders to business entities or the registered agent. To obtain forms, go to http://ltg.gov.vi/corporations-and-trademarks.html and click on link Download Corporate Forms. Customers with questions or who would like assistance to file annual reports in the U.S. Virgin Islands can contact CSC at 877-603-3095 or firstname.lastname@example.org.