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NRAI Compliance Updates - January 2007
Greetings,
A surge of legislation has been introduced around the country the first month of 2007. We are reviewing about a 1000 new bills a day due to this increased activity. We have outlined below the bills we believe are important to your practice and business.
The first bill reported is an attempt to make Sarbanes-Oxley less onerous on financial institutions. Another bill attempts to legislate corporate good conduct. We continue to see the trend of legislatures reacting to corporate wrong-doing.
We have provided a significant amount of materials below for your review. There is a lot going on right now that can impact your practice and business.
Robert K. Rowell
General Counsel
New, Pending and Passed
Legislation
Federal Legislation
HB 6416
To amend the Sarbanes-Oxley Act of 2002 to exempt certain financial institutions from the internal control assessment requirement under such Act.
Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=109_cong_bills&docid=f:h6416ih.txt.pdf
Current Bill Status: December 7, 2006 Referred to the House Committee on Financial Services.
Alaska
HB 17
An Act relating to business license applications and to the distribution of certain business license information by public agencies of the state.
Full Text available at: http://www.legis.state.ak.us/PDF/25/Bills/HB0017A.PDF
Current Bill Status: January 16, 2007 referred to Labor & Commerce Committee.
Arizona
HB 2083
AN ACT Amending section 43-1122, Arizona Revised Statutes; relating to corporate income tax subtractions.
Full Text available at: http://www.azleg.gov/legtext/48leg/1r/bills/hb2083p.pdf
Current Bill Status: January 16, 2007, Second Reading in House.
HB 2111
Corporation and LLC Omnibus. An Act amending sections 10-120, 10-122, 10-127, 10-203, 10-224, 10-1006, 10-1007, 10-1008, 10-1105, 10-1503, 10-2020, 10-2079, 10-2145, 10-3120, 10-3122, 10 3203, 10-3224, 10-11006, 10-11007, 10-11008, 10-11105, 10-11107, 10-11403, 10-11503, 29-633, 29-635, 29-754, 29-782, 29-783, 29-802, 29-851 and 29-855, Arizona Revised Statutes; amending title 29, chapter 4, article 1, Arizona Revised Statutes, by adding sections 29-614 and 29-615; relating to corporations and limited liability companies.
Full Text available at: http://www.azleg.gov/legtext/48leg/1r/bills/hb2111p.pdf
Current Bill Status: January 17, 2007, Second Reading in House.
Arkansas
HB 1009
To enact the Uniform Limited Partnership Act (2001) and to provide transitional rules.
Full Text available at: ftp://www.arkleg.state.ar.us/bills/2007/public/HB1009/HB1009-011220070832.pdf
Current Bill Status: January 16, 2007 Read the third time and passed and ordered transmitted to the Senate.
Colorado
HB 1135
Clarifies merger and conversion provisions. Clarifies consolidation provisions for cooperatives. Clarifies share exchange provisions for corporations. Changes, in certain instances, the term "principal office address" to "principal address" to cover individuals and persons. Establishes that a member of a limited liability company ceases to be a member upon assignment or transfer of all the member's membership interest. After July 27, 2009, allows a limited partnership to elect to be a reporting entity. Requires a new limited partnership to file an annual report.
Full Text available at: LINK
Current Bill Status: January 16, 2007 Introduced In House - Assigned to Business Affairs and Labor Committee.
Connecticut
HB 5245
To eliminate the $250.00 minimum business tax.
Full Text available at: http://www.cga.ct.gov/2007/TOB/h/pdf/2007HB-05245-R00-HB.pdf
Current Bill Status: January 8, 2007 Referred to Joint Committee on Finance, Revenue and Bonding
HB 5558
To eliminate the business entity tax for businesses whose yearly net profits are under fifteen thousand dollars.
Full Text available at: http://www.cga.ct.gov/2007/TOB/H/2007HB-05558-R00-HB.htm
Current Bill Status: January 17, 2007 Referred to Joint Committee on Commerce
HB 5610
To eliminate the two-hundred-fifty dollar minimum business tax.
Full Text available at: http://www.cga.ct.gov/2007/TOB/H/2007HB-05610-R00-HB.htm
Current Bill Status: January 17, 2007 Referred to Joint Committee on Finance, Revenue and Bonding.
SB 150
To provide that a foreign corporation shall be subject to suit in this state on any cause of action arising out of a tortious act outside this state causing injury to person or property within this state, except as to a cause of action for defamation of character arising from the act.
Full Text available at: http://www.cga.ct.gov/2007/TOB/S/2007SB-00150-R00-SB.htm
Current Bill Status: January 10, 2007 Referred to Joint Committee on Judiciary
Idaho
SB 1019
The Idaho Entity Transactions Act will allow conversion of one kind of business organization to another, or the merger of two or more business organizations into one organization.
Full Text available at: LINK
Current Bill Status: January 17, 2007 referred to Judiciary Committee
Kentucky
HB 87
AN ACT relating to the limited liability entity tax. Amend KRS 141.0401 to limit the limited liability entity tax to years beginning before January 1, 2008; create a new section of KRS Chapter 141 to replace the minimum tax with a minimum fee.
Full Text available at: http://www.lrc.ky.gov/RECORD/07RS/HB87/bill.doc
Current Bill Status: January 3, 2007 sent to Appropriations and Revenue Committee.
HB 88
AN ACT relating to the limited liability entity tax. Amend KRS 141.0401 and create a new section of KRS Chapter 141 to repeal the limited liability entity tax and leave in place the $175 minimum tax, for tax years beginning on or after January 1, 2008.
Full Text available at: http://www.lrc.ky.gov/RECORD/07RS/HB88/bill.doc
Current Bill Status: January 3, 2007 sent to Appropriations and Revenue Committee.
HB 119
AN ACT relating to the limited liability entity tax.
Amend KRS 141.0401 and create a new section of KRS Chapter 141 to repeal the limited liability entity tax and leave in place the $175 minimum tax, for tax years beginning on or after January 1, 2008.
Full Text available at: http://www.lrc.ky.gov/RECORD/07RS/HB119/bill.doc
Current Bill Status: January 3, 207 sent to Judiciary Committee
Michigan
HB 6676
A bill to provide for the imposition, levy, computation, collection, assessment, and enforcement, by lien or otherwise, of taxes on certain commercial, business, and financial activities; to prescribe the manner and times of making certain reports and paying taxes; to prescribe the powers and duties of public officers and state departments; to permit the inspection of records of taxpayers; to provide for interest and penalties; to provide exemptions, credits, and refunds; to provide for the disposition of funds; to provide for the interrelation of this act with other acts; and to make appropriations.
Full Text available at: http://www.legislature.mi.gov/documents/2005-2006/billintroduced/House/pdf/2006-HIB-6676.pdf
Current Bill Status: Printed Bill filed December 1, 2006, in Committee on Tax Policy
Mississippi
HB 455
Phase out of State Income Tax on corporations.
Full Text:
AN ACT TO AMEND SECTION 27-7-5, MISSISSIPPI CODE OF 1972, TO PHASE OUT THE STATE INCOME TAX ON CORPORATIONS; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 27-7-5, Mississippi Code of 1972, is amended as follows:
27-7-5. (1) Except as otherwise provided in this section, there is hereby assessed and levied, to be collected and paid as hereinafter provided, for the calendar year 1983 and fiscal years ending during the calendar year 1983 and all taxable years thereafter, upon the entire net income of every resident individual, corporation, association, trust or estate, in excess of the credits provided, a tax at the following rates:
(a) On the first Five Thousand Dollars ($5,000.00) of taxable income, or any part thereof, at the rate of three percent (3%);
On the next Five Thousand Dollars ($5,000.00) of taxable income, or any part thereof, at the rate of four percent (4%); and
On all taxable income in excess of Ten Thousand Dollars ($10,000.00), at the rate of five percent (5%).
(b) For calendar year 2007, such tax shall be at the following rates for resident corporations:
On the first Five Thousand Dollars ($5,000.00) of taxable income, or any part thereof, at the rate of two and four-tenths percent (2.4%);
On the next Five Thousand Dollars ($5,000.00) of taxable income, or any part thereof, at the rate of three and two-tenths percent (3.2%); and
On all taxable income in excess of Ten Thousand Dollars ($10,000.00), at the rate of four percent (4%).
(c) For calendar year 2008, such tax shall be at the following rates for resident corporations:
On the first Five Thousand Dollars ($5,000.00) of taxable income, or any part thereof, at the rate of one and eight-tenths percent (1.8%);
On the next Five Thousand Dollars ($5,000.00) of taxable income, or any part thereof, at the rate of two and four-tenths percent (2.4%); and
On all taxable income in excess of Ten Thousand Dollars ($10,000.00), at the rate of three percent (3%).
(d) For calendar year 2009, such tax shall be at the following rates for resident corporations:
On the first Five Thousand Dollars ($5,000.00) of taxable income, or any part thereof, at the rate of one and two-tenths percent (1.2%);
On the next Five Thousand Dollars ($5,000.00) of taxable income, or any part thereof, at the rate of one and six-tenths percent (1.6%); and
On all taxable income in excess of Ten Thousand Dollars ($10,000.00), at the rate of two percent (2%).
(e) For calendar year 2010, such tax shall be at the following rates for resident corporations:
On the first Five Thousand Dollars ($5,000.00) of taxable income, or any part thereof, at the rate of six-tenths of one percent (0.6%);
On the next Five Thousand Dollars ($5,000.00) of taxable income, or any part thereof, at the rate of eight-tenths of one percent (0.8%); and
On all taxable income in excess of Ten Thousand Dollars ($10,000.00), at the rate of one percent (1%).
(f) For calendar year 2011, and each calendar year thereafter, there shall be no such tax imposed upon the income of any resident corporation.
(2) An S corporation, as defined in Section 27-8-3(1)(g), shall not be subject to the income tax imposed under this section.
(3) A like tax is hereby imposed to be assessed, collected and paid annually, except as hereinafter provided, at the rate specified in this section and as hereinafter provided, upon and with respect to the entire net income, from all property owned or sold, and from every business, trade or occupation carried on in this state by individuals, corporations, partnerships, trusts or estates, not residents of the State of Mississippi.
(4) In the case of taxpayers having a fiscal year beginning in the calendar year 1982 and ending after the first day of January 1983, the tax due for that taxable year shall be determined by:
(a) Computing for the full fiscal year the amount of tax that would be due under the rates in effect for the calendar year 1982; and
(b) Computing for the full fiscal year the amount of tax that would be due under the rates in effect for the calendar year 1983; and
(c) Applying to the tax computed under paragraph (a) the ratio which the number of months falling within the earlier calendar year bears to the total number of months in the fiscal year; and
(d) Applying to the tax computed under paragraph (b) the ratio which the number of months falling within the later calendar year bears to the total number of months within the fiscal year; and
(e) Adding to the tax determined under paragraph (c) the tax determined under paragraph (d) the sum of which shall be the amount of tax due for the fiscal year.
(5) In the case of a taxpayer having a fiscal year beginning in one calendar year and ending after the first day of the next calendar year, the tax due for that taxable year shall be determined by:
(a) Computing for the full fiscal year the amount of tax that would be due under the rates in effect for the calendar in which the fiscal year began; and
(b) Computing for the full fiscal year the amount of tax that would be due under the rates in effect for the next calendar year; and
(c) Applying to the tax computed under paragraph (a) the ratio which the number of months falling within the earlier calendar year bears to the total number of months in the fiscal year; and
(d) Applying to the tax computed under paragraph (b) the ratio which the number of months falling within the later calendar year bears to the total number of months in the fiscal year; and
(e) Adding to the tax determined under paragraph (c) the tax determined under paragraph (d) the sum of which shall be the amount of tax due for the fiscal year.
SECTION 2. Nothing in this act shall affect or defeat any claim, assessment, appeal, suit, right or cause of action for taxes due or accrued under the income tax laws before the date on which this act becomes effective, whether such claims, assessments, appeals, suits or actions have been begun before the date on which this act becomes effective or are begun thereafter; and the provisions of the income tax laws are expressly continued in full force, effect and operation for the purpose of the assessment, collection and enrollment of liens for any taxes due or accrued and the execution of any warrant under such laws before the date on which this act becomes effective, and for the imposition of any penalties, forfeitures or claims for failure to comply with such laws.
SECTION 3. This act shall take effect and be in force from and after January 1, 2007.
Current Bill Status: January 4, 2007 Referred To Ways and Means Committee
SB 2112
An Act to increase the Franchise Tax or Excise Tax upon foreign and domestic corporations; and for related purposes.
Full Text:
Senate Bill 2112
AN ACT TO AMEND SECTIONS 27-13-5 AND 27-13-7, MISSISSIPPI CODE OF 1972, TO INCREASE THE FRANCHISE TAX OR EXCISE TAX UPON FOREIGN AND DOMESTIC CORPORATIONS; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 27-13-5, Mississippi Code of 1972, is amended as follows:
27-13-5. (1) Franchise tax levy. Except as otherwise provided in subsections
(2), (3) and (4) of this section, there is hereby imposed, to be paid and collected as hereinafter provided, a franchise or excise tax upon every corporation, association or joint-stock company or partnership treated as a corporation under the income tax laws or regulations, organized or created for pecuniary gain, having privileges not possessed by individuals, and having authorized capital stock now existing in this state, or hereafter organized, created or established, under and by virtue of the laws of the State of Mississippi, equal to
Seven Dollars and Fifty Cents ($7.50) for each One Thousand Dollars ($1,000.00), or fraction thereof, of the value of the capital used, invested or employed in the exercise of any power, privilege or right enjoyed by such organization within this state, except as hereinafter provided. In no case shall the franchise tax due for the accounting period be less than Twenty-five Dollars ($25.00). It is the purpose of this section to require the payment to the State of Mississippi of this tax for the right granted by the laws of this state to exist as such organization, and to enjoy, under the protection of the laws of this state, the powers, rights, privileges and immunities derived from the state by the form of such existence.
* * *
(2) A corporation that has negotiated a fee-in-lieu as defined in Section 57-75-5 shall not be subject to the tax levied by this section on such project; * * * however, * * * the fee-in-lieu payment shall be otherwise treated in the same manner as the payment of franchise taxes.
(3) An approved business enterprise as defined in the Growth and Prosperity Act shall not be subject to the tax levied by this section on the value of capital used, invested or employed by the approved business enterprise in a growth and prosperity county or supervisors district as provided in the Growth and Prosperity Act.
(4) A business enterprise operating a project as defined in Section 57-64-33, in a county that is a member of a regional economic development alliance created under the Regional Economic Development Act shall not be subject to the tax levied by this section on the value of capital used, invested or employed by the business enterprise in such a county as provided in Section 57-64-33.
(5) The tax levied by this chapter and paid by a business enterprise located in a redevelopment project area under Sections 57-91-1 through 57-91-11 shall be deposited into the Redevelopment Project Incentive Fund created in Section 57-91-9.
SECTION 2. Section 27-13-7, Mississippi Code of 1972, is amended as follows:
27-13-7. (1) Franchise tax levy. Except as otherwise provided in subsections
(2), (3) and (4) of this section, there is hereby imposed, levied and assessed upon every corporation, association or joint-stock company, or partnership treated as a corporation under the Income Tax Laws or regulations as hereinbefore defined, organized and existing under and by virtue of the laws of some other state, territory or country, or organized and existing without any specific statutory authority, now or hereafter doing business or exercising any power, privilege or right within this state, as hereinbefore defined, a franchise or excise tax equal to
Seven Dollars and Fifty Cents ($7.50) of each One Thousand Dollars ($1,000.00), or fraction thereof, of the value of capital used, invested or employed within this state, except as hereinafter provided. In no case shall the franchise tax due for the accounting period be less than Twenty-five Dollars ($25.00). It is the purpose of this section to require the payment of a tax by all organizations not organized under the laws of this state, measured by the amount of capital or its equivalent, for which such organization receives the benefit and protection of the government and laws of the state.
* * *
(2) A corporation that has negotiated a fee-in-lieu as defined in Section 57-75-5 shall not be subject to the tax levied by this section on such project; * * * however, * * * the fee-in-lieupayment shall be otherwise treated in the same manner as the payment of franchise taxes.
(3) An approved business enterprise as defined in the Growth and Prosperity Act shall not be subject to the tax levied by this section on the value of capital used, invested or employed by the approved business enterprise in a growth and prosperity county or supervisors district as provided in the Growth and Prosperity Act.
(4) A business enterprise operating a project as defined in Section 57-64-33, in a county that is a member of a regional economic development alliance created under the Regional Economic Development Act shall not be subject to the tax levied by this section on the value of capital used, invested or employed by the business enterprise in such a county as provided in Section 57-64-33.
(5) The tax levied by this chapter and paid by a business enterprise located in a redevelopment project area under Sections 57-91-1 through 57-91-11 shall be deposited into the Redevelopment Project Incentive Fund created in Section 57-91-9.
SECTION 3. This act shall take effect and be in force from and after July 1, 2007.
Current Bill Status: January 3, 2007 referred to Finance Committee.
Missouri
HB 129
This bill changes the way corporate net operating losses are calculated and removes the restriction for specific depreciation deductions. Net operating losses can be used to offset amounts due for withholding taxes. The bill also removes the requirement that 50% or more of the income of an affiliated group of corporations be derived from sources within this state to file a consolidated Missouri income tax return.
Full Text available at: http://www.house.mo.gov/bills071/biltxt/intro/HB0129I.htm
Current Bill Status: January 4, 2007 Read Second Time
HB 218
Changes the annual income tax rates for corporations. To repeal section 143.071, RSMo, and to enact in lieu thereof one new section relating to corporate income tax rates.
Full Text available at: http://www.house.mo.gov/bills071/biltxt/intro/HB0218I.htm
Current Bill Status: January 4, 2007 Read Second Time
HB 219
This bill changes the way corporate net operating losses are calculated and removes the restriction for specific depreciation deductions. Net operating losses can be used to offset amounts due for withholding taxes. The bill also removes the requirement that 50% or more of the income of an affiliated group of corporations be derived from sources within this state to file a consolidated Missouri income tax return.
Full Text available at: http://www.house.mo.gov/bills071/biltxt/intro/HB0219I.htm
Current Bill Status: January 4, 2007 Read Second Time
HB 431
To repeal sections 347.137, 351.015, and 351.459, RSMo, and to enact in lieu thereof three new sections relating to business organizations.
Full Text available at: http://www.house.mo.gov/bills071/biltxt/intro/HB0431I.htm
Current Bill Status: January 18, 2007 Read second time.
HB 436
To repeal sections 347.187, 355.020, 355.171, 355.631, 355.791, and 359.121, RSMo, and to enact in lieu thereof six new sections relating to limited liability companies.
Full Text available at: http://www.house.mo.gov/bills071/biltxt/intro/HB0436I.htm
Current Bill Status: January 18, 2007 Read second time.
SB 214
The act defines responsible persons for the purposes of tax liability for limited liability companies. The act eliminates certain duplicate filing requirements for articles of acceptance, articles of merger, and resignation of agents for nonprofit corporations. If the general partners of a limited partnership withdraw and the remaining partners decide to continue the partnership, the act allows a new general partner to sign the certificate of amendment and attest to the specific event of withdrawal.
Full Text available at: http://www.senate.mo.gov/07info/pdf-bill/intro/SB214.pdf
Current Bill Status: January 17, 2007 Second Read and Referred Senate Judiciary and Civil & Criminal Jurisprudence Committee
Montana
HJ 11
A joint resolution of the Senate and the House of Representatives of the State of Montana urging congressional action to acknowledge and pass legislation appropriately recognizing that the rights of individual citizens are the basis of democracy and limiting the rights of corporations as
"persons".
Full Text available at: http://data.opi.mt.gov/bills/2007/billpdf/HJ0011.pdf
Current Bill Status: January 11, 2007 in Business and Labor Committee
HB 109
Make grantor trusts pass-through entities for tax withholding and reporting
Full Text available at: http://data.opi.mt.gov/bills/2007/billpdf/HB0109.pdf
Current Bill Status: January 5, 2007 referred to Taxation Committee
HB 158
Revise laws governing corporate filings
A Bill for an Act entitled: "an Act generally revising filing requirements for corporations and limited liability companies; allowing the Secretary of State to correct certain errors on documents caused by a filing officer; expanding the type of instruments that may be filed with the secretary of state as surety for seismic exploration activity; and amending Sections 35-1-217, 35-1-1104, 35-1-1309, 35-2-119, 35-2-1109, 35-8-208, 82-1-104, and 82-1-107, MCA
Full Text available at: http://data.opi.mt.gov/bills/2007/billpdf/HB0158.pdf
Current Bill Status: January 9, 2007 referred to Business and Labor Committee
SB 99
A bill for an act entitled: "an act providing a 5-year period of limitations for assessment or collection of corporation license tax; amending Section 15-31-509, MCA; and providing an immediate effective date and a retroactive applicability date.
Full Text available at: http://data.opi.mt.gov/bills/2007/billpdf/SB0099.pdf
Current Bill Status: January 17, 2007 out of Taxation Committee
SB 138
Prevent corporations from channeling income to insurance subsidiary
Full Text available at: http://data.opi.mt.gov/bills/2007/billpdf/SB0138.pdf
Current Bill Status: January 11, 2007 in Taxation Committee and Fiscal Note printed
SB 240
Code of corporate responsibility
Full Text available at: http://data.opi.mt.gov/bills/2007/billpdf/SB0240.pdf
Current Bill Status: January 11, 2007 referred to Business, Labor, and Economic Affairs
SB 242
A Bill for an Act entitled: "An Act providing that a publicly held corporation's name, tax liability, income allocation amounts, and property, payroll, and sales factors are public information; amending Section 15-31-511, MCA; and providing a delayed effective date."
Full Text available at: http://data.opi.mt.gov/bills/2007/billpdf/SB0242.pdf
Current Bill Status: January 11, 2007 referred to Taxation Committee.
Nebraska
LB 191
Change provisions relating to directors of certain corporations
Full Text available at: http://uniweb.legislature.ne.gov/FloorDocs/Current/PDF/Intro/LB191.pdf
Current Bill Status: January 10, 2007 Referred To Committee on Banking, Commerce and Insurance
LB 379
Change certain corporate reporting, notice, and filing provisions and eliminate references to professional limited liability companies
Full Text available at: http://uniweb.legislature.ne.gov/FloorDocs/Current/PDF/Intro/LB379.pdf
Current Bill Status: January 17, 2007 Referred to Committee Banking, Commerce and Insurance.
LB 383
Change filing requirements involving the address of a partnership's agent.
Full Text available at: http://uniweb.legislature.ne.gov/FloorDocs/Current/PDF/Intro/LB383.pdf
Current Bill Status: January 17, 2007 Referred to Committee Banking, Commerce and Insurance.
New Jersey
HB 3813/S2428
Allows State banks to provide for staggered terms of directors in certificate of incorporation.
Full Text available at: http://www.njleg.state.nj.us/2006/Bills/A4000/3813_I1.PDF
Current Bill Status: January 18, 2007 Reported out of Assembly Committee, 2nd Reading
New York
AB 68
Limits the civil liability of directors, officers and trustees of corporations described in S501 (c) (4) of the internal revenue code (charitable organizations) under provisions that limit their civil liability in certain cases.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A00068&sh=t
Current Bill Status: January 3, 2007 referred to Corporations, Authorities and Commissions Committee.
AB 317
Eliminates a number of filing fees imposed on businesses by the department of
state pursuant to the business corporation law, the executive law and the not-for-profit corporation law; eliminates fees related to start up, merger, consolidation or dissolution of a corporation.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A00317&sh=t
Current Bill Status: January 3, 2007 referred to Corporations, Authorities and Commissions Committee.
AB 550
Changes the standard for annually reporting of stock interests by public utilities to the public service commission from those stockholders with 1% or more of the voting capital stock to those with 10% or more; provides for reporting of such interests when held by a trustee, other intermediate agency or another corporation.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A00550&sh=t
Current Bill Status: January 3, 2007 referred to Corporations, Authorities and Commissions Committee.
AB 721
Directs the banking board to promulgate a regulation requiring banking institutions to provide type A or type B not-for-profit corporations with free checking, demand deposit or negotiable order of withdrawal accounts.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A00721&sh=t
Current Bill Status: January 3, 2007 referred to Committee on Banks
AB 1164
Requires the enactment by the legislature of a code of corporate responsibility; requires all corporations formed under laws of other states doing business in this state to pay registration fees and taxes in New York and adhere to the code of corporate responsibility; includes limited liability companies and other entities having corporate powers within the definition of "corporation".
Full Text available at: http://assembly.state.ny.us/leg/?bn=A01164&sh=t
Current Bill Status: January 16, 2007 sent to Attorney General for an opinion.
AB 1221
Determines annual filing fees for limited liability companies and limited liability partnerships at $100 per partner or member with a maximum of $25,000; requires fees to be paid on or before April 15th.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A01221&sh=t
Current Bill Status: January 3, 2007 referred to Ways and Means Committee.
SB 34
Allows homeowners associations organized as for profit corporations to merge
into homeowners associations organized as not-for-profit corporations.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S00034&sh=t
Current Bill Status: January 3, 2007 referred to Corporations, Authorities and Commissions.
SB 162
Enacts the uniform trade secrets act to provide improved trade secret protection to industry; provides statutory rights, remedies and a statute of limitations to parties who have had trade secrets misappropriated.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S00162&sh=t
Current Bill Status: January 3, 2007 referred to Judiciary Committee
SB 997
Protects directors, officers and trustees of certain corporations from liability. Limits the civil liability of directors, officers and trustees of corporations described in S501 (c) (4) of the internal revenue code (charitable organizations) under provisions that limit their civil liability in certain cases.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S00997&sh=t
Current Bill Status: January 16, 2007 referred to Corporations, Authorities and Commissions.
North Dakota
SB 2091
A BILL for an Act to amend and reenact section 57-35.3-06, subsection 3 of section 57-38-31.1, subsection 2 of section 57-38-34, and section 57-38-63 of the North Dakota Century Code, relating to the due date for filing short period financial institutions tax and corporate income tax returns, composite returns filed by passthrough entities, and the due date for estimated tax payments by corporations for short-period tax years; and to provide an effective date.
Full Text available at: http://www.legis.nd.gov/assembly/60-2007/bill-text/HQUM0100.pdf
Current Bill Status: January 12, 2007 Passed Senate and referred to House
Oklahoma
SB 391
An Act relating to corporations; creating the Uniform Unincorporated Nonprofit Association Act; providing short title; defining terms; stating applicability of supplementary law; stating applicability of act; granting certain property rights to nonprofit associations; establishing requirements to execute certain statement; stating contents of certain statement; authorizing collection of certain fee; stating requirements for certain amendment; limiting liability for certain persons under specified circumstances; authorizing certain claim against certain person or entity; allowing nonprofit association to take certain legal action; stating effect of certain judgment or order; directing disposition of certain property; allowing nonprofit association to file certain statement; stating contents required for certain statement; allowing collection of certain fee; stating requirement for certain amendment; stating effect of change of membership on certain claim; stating venue; directing service of process to certain person; providing for codification; and providing an effective date .
Full Text available at: Not Currently Accessible
Current Bill Status: Pre-filed January 12, 2007
Oregon
SJR 3
Proposes amendment to Oregon Constitution to eliminate surplus 'kicker' refund of corporate income and excise taxes that exceed estimate of corporate income and excise tax revenues by two percent or more. Refers proposed amendment to people for their approval or rejection at next regular general election.
Full Text available at: http://www.leg.state.or.us/07reg/measpdf/sjr1.dir/sjr0003.intro.pdf
Current Bill Status: January 15, 2007 referred to Finance and Revenue Committee
Utah
HB 53
Share Assessment Act. This bill modifies provisions for assessing corporate shares. This bill: . defines terms; describes how shares may be assessed; provides rules for assessing shares; and allows enforcement of assessments by various methods, including sale of shares with unpaid assessments.
Full Text available at: http://www.le.state.ut.us/~2007/htmdoc/hbillhtm/HB0053.htm
Current Bill Status: January 18, 2007 in House for 3rd Reading.
SB 9
This bill amends provisions concerning nonprofit corporations. This bill: addresses voting requirements for nonprofit corporations; authorizes distributions from one nonprofit corporation to another upon dissolution; prevents the transfer of title in water rights upon dissolution of a nonprofit corporation; exempts nonprofit corporations from the effects of Title 61, Chapter 6, Control Shares Acquisition Act; and makes technical changes.
Full Text available at: http://www.le.state.ut.us/~2007/htmdoc/sbillhtm/SB0009.htm
Current Bill Status: January 18, 2007 Reported out of Committee
SB 99
Revised Business Corporations Act Amendments. This bill clarifies a definition concerning corporate distributions. This bill: clarifies the definition of "distribution" in Title 16, Chapter 10a, Utah Revised Business Corporation Act; and makes technical changes.
Full Text available at: http://www.le.state.ut.us/~2007/htmdoc/sbillhtm/SB0099.htm
Current Bill Status: January 15, 2007 referred to Senate Business and Labor Committee
Virginia
HB 2023
Securities Act; exemptions. Clarifies that offers of a security for which registration statements under Virginia's Securities Act and the federal Securities Act of 1933 have been filed are exempt from the Securities Act only for periods that the registration statements are not effective.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+HB2023
Current Bill Status: January 18, 2007 read in House first time.
HB 2103
Professional corporations and professional limited liability companies. Authorizes the board of directors of a professional corporation to delegate managerial duties and tasks related to the corporation’s operations to its agents, officers, and employees and, pursuant to an agreement, to other persons. An analogous amendment allows members or managers of a professional limited liability company to do likewise.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+HB2103
Current Bill Status: January 18, 2007 read in House first time.
HB 2589
Closely held corporations; pro se representation. Allows a closely held corporation to be represented by an officer or an employee pro se before the general district courts if the amount in controversy is $4,500 or less.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+HB2589
Current Bill Status: January 17, 2007 assigned to Courts Sub-Committee on Civil Law
HB 2961
Stock and nonstock corporations; authorizing notice and allowing voting by electronic transmission. Stock and nonstock corporations. Clarifies several provisions authorizing notice and voting by electronic transmission under the Virginia Stock Corporation Act and Virginia Nonstock Corporation Act. Under current law, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. The definition is amended to specifically address transmissions by electronic mail.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+HB2961
Current Bill Status: January 10, 2007 Referred to Committee on Commerce and Labor
SB 794/HB 2292
Limited liability companies; parties to actions, professional entities and recordation tax. Clarifies that a member of a limited liability company is not barred from being a party in an action against a limited liability company when the member has an interest in the action independent of being a member of the limited liability company. The measure also provides that (i) the terms of a limited liability company's articles of organization or operating agreement cannot alter the definition of "membership interest" as a member's share of the profits and the losses of the limited liability company and the right to receive distributions of the limited liability company's assets and (ii) the term "professional corporation" shall not be deemed to include a professional limited liability company when it is used in any section of the Virginia Professional Limited Liability Company Act or in Chapter 7 of Title 13.1, which pertains to professional corporations. Finally, the measure provides that the state recordation tax levied on every deed admitted to record and on every contract or memorandum thereof relating to real or personal property admitted to record shall not apply to any deed conveying real estate or lease of real estate to the surviving or new limited partnership or business trust upon a merger to which two or more business entities are parties, or to the surviving entity of a conversion of one such entity into another such entity, or an entity that has domesticated into or out of the Commonwealth.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+SB794E
Current Bill Status: January 19, 2007, having passed Senate the bill has been sent to the House.
SB 1238
Withholding tax; pass-through entities. Requires pass-through entities to withhold and remit to the Tax Commissioner an amount equal to four percent of the allocable Virginia taxable income of all nonresident owners of the pass-through entity. A nonresident owner may take as a credit against Virginia income tax due his or its allocable Virginia income tax withheld and remitted to the Tax Commissioner by the pass-through entity.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+SB1238
Current Bill Status: January 10, 2007 Referred to Committee on Finance
SB 1258
Limited liability companies. Provides that an action of a limited liability company that is authorized by consent of less than all members, and which occurs without a meeting, prior notice or a vote, will not become effective until 10 days after written notice reasonably describing the action is given to all members who did not sign the consent.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+SB1258
Current Bill Status: January 10, 2007 Referred to Committee on Commerce and Labor
SB 1285
Virginia Stock Corporation Act. Authorizes circuit courts to appoint a custodian or receiver for a public corporation in proceedings where the directors are deadlocked or are acting fraudulently and causing irreparable injury to the corporation. The measure establishes requirements regarding approval of interested transactions involving the acquisition or conversion of shares or assets of the corporation by a person who is the beneficial owner of 20% or more of the voting power or otherwise in an interested person. Other provisions (i) modify the requirements for taking corporate actions without meetings, with the consent of shareholders; (ii) authorize corporations to engage in "householding," where one copy of notices, reports, and statements are provided for all of shareholders who share a common address, with the consent of each shareholder at the address; (iii) address giving notice of appraisal rights that may be available when certain corporate actions are proposed; and (iv) establish limitations on the ability of shareholders to contest certain fundamental transactions after shareholders have approved the corporate action.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+SB1285
Current Bill Status: January 10, 2007 Referred to Committee on Commerce and Labor
Washington
HB 1041
AN ACT Relating to plurality voting for directors; amending RCW 23B.08.030, 23B.08.050, 23B.08.070, 23B.08.100, and 23B.10.200; adding a new section to chapter 23B.10 RCW; and adding a new section to chapter 23B.07 RCW.
Full Text available at: http://www.leg.wa.gov/pub/billinfo/2007-08/Pdf/Bills/House%20Bills/1041.pdf
Current Bill Status: January 17, 2007 Executive action taken in the House Committee on Judiciary, recommended do pass.
HB 1042
AN ACT Relating to business transactions; and amending RCW 23B.19.040. Modifying the share acquisition time period for engaging in a significant business transaction.
Full Text available at: : http://www.leg.wa.gov/pub/billinfo/2007-08/Pdf/Bills/House%20Bills/1042.pdf
Current Bill Status: January 17, 2007 Executive action taken in the House Committee on Judiciary, recommended do pass.
HB 1111
Determining the best interests of a corporation. An Act Relating to the duties of corporate directors; and amending RCW 23B.08.300.
Full Text available at: http://www.leg.wa.gov/pub/billinfo/2007-08/Pdf/Bills/House%20Bills/1111.pdf
Current Bill Status: January 19, 2007 Scheduled for public hearing in the House Committee on Judiciary at 8:00 AM in anticipation of other legislative action.
HB 1189
AN ACT Relating to campaign contributions by limited liability companies; and amending RCW 42.17.660.
Full Text available at: http://www.leg.wa.gov/pub/billinfo/2007-08/Pdf/Bills/House%20Bills/1189.pdf
Current Bill Status: January 26, 2007 Scheduled for public hearing in the House Committee on State Government & Tribal Affairs at 8:00 AM in anticipation of other legislative action.
HB 5252
Making certain corporate and limited liability company persons personally liable for failing to pay unemployment taxes. An Act Relating to personal liability for failure to pay unemployment taxes; amending RCW 50.04.080; adding a new section to chapter 50.24 RCW; and creating a new section.
Full Text available at: http://www.leg.wa.gov/pub/billinfo/2007-08/Pdf/Bills/Senate%20Bills/5252.pdf
Current Bill Status: January 15, 2007 First reading, referred to Labor, Commerce, Research & Development.
Wyoming
HB 4
AN ACT relating to limited partnerships and registered limited liability partnerships; providing for reinstatement within two years of administrative dissolution or lapse of registration for failure to pay fees; and providing for an effective date.
Full Text available at: http://legisweb.state.wy.us/2007/Introduced/HB0004.pdf
Current Bill Status: January 15, 2007 3rd Reading.
HB 5
An Act relating to business entities; providing for manual, facsimile, conformed or electronic signatures on documents and filings; providing conforming amendments; providing definitions; providing penalties; and providing for an effective date.
Full Text available at: http://legisweb.state.wy.us/2007/Introduced/HB0005.pdf
Current Bill Status: January 9, 2007 introduced and referred to House Corporations, Elections & Political Subdivisions
HB 9
AN ACT relating to corporations; prohibiting the issuance of bearer shares; and providing for an effective date
Full Text available at: http://legisweb.state.wy.us/2007/Introduced/HB0009.pdf
Current Bill Status: January 9, 2007 introduced and referred to House Corporations, Elections & Political Subdivisions
HB 56
AN ACT relating to limited partnerships; providing for limited liability limited partnerships; limiting liability of general partners in limited liability limited partnerships; providing for registration of foreign limited liability limited partnerships; providing definitions; providing conforming amendments; and providing for an effective date.
Full Text available at: http://legisweb.state.wy.us/2007/Introduced/HB0056.pdf
Current Bill Status: January 18, 2007 Passed 3rd Reading.
HB 91
An Act relating to limited liability companies; providing for governing law; providing definitions; providing for electronic signatures; providing duration for limited liability companies; providing requirements for operating agreements; providing for mail delivery of articles of organization; limiting liability of limited liability companies to creditors obtaining an interest from members; providing for annual fees; and providing for an effective date.
Full Text available at: http://legisweb.state.wy.us/2007/Introduced/HB0091.pdf
Current Bill Status: January 11, 2007 introduced.
For an archive of NRAI Legislative Updates, visit
www.nrai.com and select Research Center.
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