Statutory Updates & Filing Office News
California
The California Secretary of State Business Programs Division announced changes to the process to certify documents in order to reduce expenses. A manually placed certification stamp on the back page of the final page of the document will replace a cover sheet certifying that the copy is a true and correct of the original document of record filed in the office. http://www.sos.ca.gov/business/pdf/certified-copies.pdf
Assembly Bill 2158 (Chapter 91) signed by the governor July 15 extends indefinitely a provision of the General Corporation Law relating to action by consent without a meeting which would have expired January 1, 2011. All members of the board includes an interested director or a common director who abstains in writing from providing consent if specified disclosures have been made to certain directors, the disclosures are included in the written consent, and these directors approve the action by a specified vote.
http://www.leginfo.ca.gov/pub/09-10/bill/asm/ab_2151-2200/ab_2158_bill_20100715_chaptered.html
Colorado
The Colorado Secretary of State posted a news release regarding an e-mail notification service that provides instant notification of any change to a business entity’s record to allow a business to investigate and take needed action quickly if an unauthorized change is made to the entity’s records at the Secretary of State. The news release also said identity thieves manipulated targeted business filing records at the Secretary of State’s office by changing a business’s information in order to imply that they have a legitimate stake in the company and using the maliciously altered information along with other records to apply for lines of credit from major retailers. The press release can be accessed at http://www.sos.state.co.us/pubs/pressrel/PR20100715IDTheft.htm. The link to subscribe to email notification service is http://www.sos.state.co.us/biz/businessFunctionsEmailNotification.do
Delaware
SB 272 (Chapter 417) signed July 23 and effective immediately improves the administration of the Abandoned and Unclaimed Property by providing holders with clarity and certainty regarding enforcement of the statute. http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/SB+272/$file/legis.html?open
SB 302 (Chapter 403) signed July 15 and effective August 2 amended the Statutory Trust Act to, among other things, allow a surviving statutory trust to amend registered agent and office when filing a merger and require foreign statutory trusts to submit a certificate of existence from domestic jurisdiction dated within last 6 months. Bill text can be accessed at http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/SB+302/$file/legis.html?open
August 2 was the effective date of the annual amendments to the Delaware business entity statutes which are intended to maintain their flexibility and preeminence.
HB 375 (Chapter 290) amended the General Corporation Law (GCL) to among other things permit a certificate of incorporation of surviving corporation in a merger to be amended and reinstated in its entity and require a certificate of dissolution filed under Sections 274 and 275 to set forth date of filing of original certificate of incorporation. Full text of HB 375 can be accessed at http://www.legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+375/$file/legis.html?open
HB 341 (Chapter 253) amended the GCL to clarify and fill in gaps for GCL to apply to corporations not authorized to issue capital stock. Among the changes are the certificate of incorporation no longer needs to state conditions of membership if stated in bylaws; amendments filed under Section 241 must state the corporation has no members; and a nonstock corporation owning 90% of outstanding shares of a subsidiary may file Ownership under Section 253 if the nonstock parent is the survivor. Full bill text at
http://www.legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+341/$file/legis.html?open
HB 372 (Chapter 287) amending the Limited Liability Company Act (Chapter 287) can be accessed at
http://www.legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+372/$file/legis.html?open
HB 373 (Chapter 288) amending the Revised Uniform Limited Partnership Act (Chapter 288) can be accessed at
http://www.legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+373/$file/1901450574.doc?open
HB374 (Chapter 289) amending the Revised Uniform Partnership Act (Chapter 289) can be accessed at
http://www.legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+374/$file/legis.html?open
District of Columbia
Effective July 12, the Department of Consumer and Regulatory Affairs (DCRA) Corporations Division added a 10 percent service enhancement fee on all corporate filings to cover the costs of enhanced technological capabilities. For example, to file LLC Articles of Organization, the filing fee is $150.00, the 10% technology fee is $15.00, and the total due is $165.00. The additional fee was included in Fiscal Year 2010 Balanced Budget Act of 2010. The 10% technology fee was applied to business license and permit fees effective June 1, 2010. More information can be accessed from the DCRA website http://dcra.dc.gov/DC/DCRA/For+Business/Corporate+Registration
Illinois
Senate Bill 3211 (Public Act 1121) signed by governor July 20 and effective January 1, 2011 amended the Business Corporation Act and the General Not-for-Profit Corporation Act to repeal the requirement to record in county recorder offices in which the registered office is located the following documents after filing in the office of the Secretary of State: election by existing corporation to become close corporation; adoption of assumed corporate name; change of registered agent/registered office from one county to another;
change of address of registered agent from one county to another; merger of domestic corporations with or into domestic or foreign LLCs; and certificate of administrative dissolution. Bill text can be accessed at http://www.ilga.gov/legislation/publicacts/96/PDF/096-1121.pdf
Senate Bill 3387 (Public Act 994) signed by governor and effective July 2 amended the General Not for Profit Corporation Act so that unless otherwise provided in the articles of incorporation or the bylaws, any action required to be taken by members or directors at any meeting may also be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be approved by all the members or directors.
http://www.ilga.gov/legislation/publicacts/fulltext.asp?Name=096-0994
Kansas
Senate Bill 234 amended garnishment provisions to require that answers to garnishments be completed within 14 days following the date of service of an initial order of garnishment. A party or the court may request a written explanation of the garnishee's computations of earnings withheld during any pay period and to require that the explanation be submitted by affidavit to all parties and the court within 14 days after such request. The law also was amended to provide that, from income due the judgment debtor (including child support), the garnishee may withhold and retain to defray the garnishee’s costs, an administrative fee of $10 for each 30-day period for which income is withheld. The administrative fee is to be in addition to the amount required to be withheld under the order for garnishment.
http://www.kslegislature.org/bills/2010/234.pdf
Michigan
The governor on July 19 signed 3 bills effective immediately to amend the Public Health Code, the Professional Service Corporation Act, and the LLC Act to allow physicians and podiatrists to organize professional limited liability companies (PLLCs) and professional corporations (PCs) with physician assistants (PAs) but prohibit PAs from organizing a PC or PLLC with only PAs as shareholders and require certain disclosures on license renewal forms. Bill text can be accessed at:
Senate Bill 26 (Public Act 124)
http://www.legislature.mi.gov/documents/2009-2010/publicact/pdf/2010-PA-0124.pdf
Senate Bill 27 (Public Act 125)
http://www.legislature.mi.gov/documents/2009-2010/publicact/pdf/2010-PA-0125.pdf
Senate Bill 27 (Public Act 126)
http://www.legislature.mi.gov/documents/2009-2010/publicact/pdf/2010-PA-0126.pdf
Senate Bill 791 (Public Act 123) signed by governor and effective July 19 enacted the Uniform Real Property Electronic Recording Act to provide for electronic recording of documents by county registers of deeds. Bill text can be accessed at http://www.legislature.mi.gov/documents/2009-2010/publicact/pdf/2010-PA-0123.pdf Michigan is the 24th state to adopt URPERA according to the National Conference of Commissioners on Uniform State Laws (NCCUSL). http://www.nccusl.org/Update/uniformact_factsheets/uniformacts-fs-urpera.asp
Missouri
House Bill 1741 authorizing action by consent without a meeting and by electronic communication was vetoed by the governor July 14 because the bill deleted a requirement for the consent to set forth the action taken. The governor’s veto message can be accessed at http://www.house.mo.gov/billtracking/bills101/rpt/HB1741vl.pdf
North Carolina
Senate Bill 829 (Session Law 2020-141) signed July 22 and effective January 1, 2011 enacted regulation of real estate appraisal management companies. http://www.ncga.state.nc.us/Sessions/2009/Bills/Senate/HTML/S829v7.html
Rhode Island
House Bill 7305 (Public Act 2010-205) and Senate Bill 2350 (Public Act 2010-212) became law without the governor’s signature and repealed a requirement for non-resident contractors applying for licensing in Rhode Island to appoint a licensed attorney as agent for service of process. http://www.rilin.state.ri.us//BillText10/SenateText10/S2350.pdf
http://www.rilin.state.ri.us/BillText10/HouseText10/H7305.pdf
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