Statutory Updates & Filing Office News

Delaware
Tax notices for Limited Partnerships, Limited Liability Companies and General Partnerships were sent to registered agents to forward to the entities. LPs, LLCs and GPs formed in Delaware do not file an annual report but are required to pay an annual tax of $250.00 on or before June 1.

Delaware House Bill 227 (Chapter 225) signed by governor February 1 amends Chapter 3 (Architecture) of Title 24 (Professions and Occupations) of the Delaware Code to permit business entities to offer architectural services through professionals registered with the Board of Architects after obtaining a certificate of authorization. This procedure is consistent with requirements for the practice of accountancy and landscape architecture. HB 227 may be accessed at:
http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+227/$file/legis.html?open

Mississippi
House Bill 683 passed the House February 10 and as amended was reported from Senate committee and if approved by governor would become effective July 1, 2010.  The bill provides among other things for (i) LLCs to file an annual report (fee $25 for domestic LLCs and $100 for foreign LLCs); (ii) administrative revocation for failure to file annual reports; (iii) reinstatement after administrative revocation; and (iv) a penalty of $10 per day not to exceed $1,000 if a foreign LLC transacts business in the state without qualification. Bill text can be accessed at: http://billstatus.ls.state.ms.us/2010/pdf/history/HB/HB0683.xml

Nebraska
Legislative Bill 690 which was approved and sent to governor for signature on February 25 would increase from 30 to 45 days the period for trade name applicant to publish and file proof of publication to avoid cancellation of trade name registration.  The effective date is 3 months after adjournment of the legislative session which is projected for April 14.  The bill text can be accessed at:
http://nebraskalegislature.gov/FloorDocs/Current/PDF/Final/LB690.pdf

LB 791 which was approved and sent to governor for signature on February 25 authorizes electronic filing of business entity documents and directs the Secretary of State to adopt rules and regulations for e-filing. The bill text can be accessed at:
http://nebraskalegislature.gov/FloorDocs/Current/PDF/Final/LB791.pdf

Oregon
Filing fee increases at the Secretary of State’s office took effect February 27 resulting from House Bill 3405 (2009) as ratified by Voter Referendum Measure 67 approved January 26, 2010.  Business entity filing fees increased from $50 to $100 for domestic entities and from $50 to $275 for foreign entities, and UCC filing fees increased from $10 to $15.  Complete details can be accessed at:
http://www.sos.state.or.us/corporation/announcements/measure67.htm

South Dakota
SB51 passed the House and if signed by the governor would authorize electronic filing of annual reports, statements of change, and annual farm reports.  Bill text can be accessed at: http://legis.state.sd.us/sessions/2010/Bill.aspx?File=SB51ENR.htm

HB 1137 passed the Senate and was sent to the governor February 25 for signature and would authorize the Secretary of State to cancel trade name registrations upon request of registrant or assignee of record.  Bill text can be accessed at:
http://legis.state.sd.us/sessions/2010/Bill.aspx?File=HB1137ENR.htm

Virginia
HB 17 passed by the Senate and House and sent to governor February 23 would reduce to 10 years from 20 years the period of limitation for collection of state taxes by levy.
http://leg1.state.va.us/cgi-bin/legp504.exe?ses=101&typ=bil&val=hb17

SB 100 as amended by the House and approved by the Senate February 25 would conform the Stock Corporation Act to revisions in the ABA Model Business Corporation Act with respect to electronic transmission of notices and communications.
http://leg1.state.va.us/cgi-bin/legp504.exe?ses=101&typ=bil&val=sb100

SB131 passed by the House and Senate would conform the Nonstock Corporation Act to revisions in the ABA Model Business Corporation Act with respect to electronic transmission of notices and communications.
http://leg1.state.va.us/cgi-bin/legp504.exe?ses=101&typ=bil&val=sb131

Wyoming
House File 23 passed by House and reported from Senate committee would amend business entity statutes to eliminate the current double annual report fee so that reinstatement would cost only the amount of the annual report fee due plus a reinstatement fee of $50. http://legisweb.state.wy.us/2010/Introduced/HB0023.pdf

Senate File 18 amended and pending approval in the House would modify the LLC act to conform to provisions of the Revised Uniform LLC Act.
http://legisweb.state.wy.us/2010/Engross/SF0018.pdf

International

Commonwealth of Puerto Rico
April 15 is the deadline for corporations organized or qualified to do business in Puerto Rico to either file a Corporate Annual Report or request a 60-day extension to June 14, 2010. The late filing penalty is $500.  A 60-day extension can be requested online at: http://www.estado.gobierno.pr/ProOnLine/ProOnLineSearch.aspx

The Corporate Annual Report form can be accessed at: http://www.estado.gobierno.pr/Formularios/Corporaciones/CORPINF01.pdf. 

The Corporate Annual Report was changed in accordance with Law No. 164 of December 16, 2009 which became effective in January 2010 and replaced the General Corporation Law of 1995.  If a corporation’s annual revenue in PR exceeds $3 million, a balance sheet certified by a Puerto Rico CPA must accompany the Corporate Annual Report.  If annual revenue in PR does not exceed $3 million, a CPA compiled balance sheet must accompany the Corporate Annual Report.   There is no longer a notary acknowledgment on the form; instead, the form must be signed by an authorized officer under penalty of perjury.  For assistance to file a Corporate Annual Report in Puerto Rico, contact a CSC international Customer Service Specialist at 877.603.3095.