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NRAI Compliance Updates - January 2008
Greetings,
The floodgates are about to open on legislation. My alert file had 976 new bills this morning. Attached are the most recent pending bills we feel are important. Expect a substantial newsletter next month.
The only bill reported below which became effective is Michigan House Bill 942, an Act to provide for the organization and regulation of corporations which was approved by the Governor on December 20, 2007 with immediate effect.
Happy New Year to everyone.
Robert K. Rowell
General Counsel
New, Pending and Passed
Legislation
Federal Legislation
HB 4840
To amend the Internal Revenue Code of 1986 to provide for S corporation reform, and for other purposes.
Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=110_cong_bills&docid=f:h4840ih.txt.pdf
Current Bill Status: December 19, 2007 referred to Ways and Means Committee.
Florida
HB 419/ SB 698
Exempts specified corporations, limited liability companies, corporations not for profit, & partnerships from requirements to file articles of merger or certificates of conversion under specified circumstances; requires converting entities to file certificates of conversion or partnership registration with DOS; provides for copy of articles of merger or certificate of merger to be filed in each county in which real property of party to merger is situated; revises requirements for general partners with respect to exercising management rights; requires for expulsion of limited partner consent of all other limited partners; requires certificates of conversion to be signed by each general partner & by converting organization; provides exceptions to requirement that each constituent partnership file articles of merger or certificate of merger with DOS; changes date of application of provisions authorizing limited partner to dissociate from limited partnership; requires registration statement to be filed with DOS before filing certificate of conversion or certificate of merger; applies filing fee to certificates of merger; provides that term "organization" includes converted or surviving organization; revises requirements for conversions; provides that certificate of conversion acts as cancellation of registration statement for converting partnership.
Full Text available at: http://www.myfloridahouse.gov/Sections/Documents/loaddoc.aspx?FileName=_h0419__.xml&DocumentType=Bill&BillNumber=0419&Session=2008
Current Bill Status: January 10, 2008 referred to Jobs & Entrepreneurship Council.
Indiana
HB 1187
Provides that notice given by a nonprofit corporation (corporation) is fair and reasonable if the corporation provides notice by: (1) communicating in person; (2) mail or other method of delivery; or (3) telephone, voice mail, or other electronic means. Provides that a corporation, other than a veteran's corporation, that has more than 1,000 members may give notice by radio, television, or other form of public broadcast communication. (Current law allows for notice by publication in a newspaper.) Allows notice to be given to certain domestic or foreign corporations' registered agents at registered offices or to the domestic or foreign corporation or its secretary at its principal office. Requires a corporation to maintain a notice in a record unless oral notice is reasonable under the circumstances. Establishes when notice is effective. Requires a corporation to retain ballots for a certain period. Establishes circumstances under which contracts or transactions that involve conflicting interests of members, directors, members of a designated body, or officers are not void or voidable. (Current law establishes the circumstances under which contracts or transactions that involve conflicting interests of directors are not void or voidable.) Establishes immunity from liability for directors unless the party asserting liability meets certain requirements. Amends provisions that restrict certain actions by committees of directors. Allows: (1) boards of directors; and (2) members present at a committee meeting; to appoint alternate members of a committee. Allows corporations to create or authorize the creation of advisory committees. Provides that a director or member of a corporation may bring a derivative proceeding. Establishes requirements regarding derivative proceedings. Repeals a provision that is replaced concerning conflicting interest contracts or transactions.
Full Text available at: http://www.in.gov/legislative/bills/2008/PDF/IN/IN1187.1.pdf
Current Bill Status: January 10, 2008 First reading and referred to Committee on Judiciary.
Kentucky
HB 258
Create a new section of KRS Chapter 141 to provide that the net gain from treasury function transactions be included in the sales factor of the corporation apportionment formula; make conforming amendments to other sections of KRS Chapter 141; apply to taxable periods beginning after December 31, 2007.
Full Text available at: http://www.lrc.ky.gov/record/08RS/HB258/bill.doc
Current Bill Status: January 10, 2008 introduced in House.
Maine
HB 1374 (LD 1940)
An Act To Assist Distressed Businesses Organized as Limited Liability Companies. This bill would allow a foreign limited liability company or a domestic limited liability company, upon filing with the Secretary of State, to be excused from further filings with the Secretary of State as long as the company does not transact any business.
Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280027404&LD=1940&Type=1&SessionID=7
Current Bill Status: December 12, 2007 referred to Judiciary Committee.
HB 1433 (LD 2049)
An Act To Provide Tax Treatment Consistency for Limited Liability and S Corporations. This bill allows a member of a pass-through entity, such as a limited liability company or S corporation, to receive an income tax credit against taxes imposed on that member’s distributive share or pro rata share of the pass-through entity’s income.
Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280027553&LD=2049&Type=1&SessionID=7
Current Bill Status: December 21, 2007 referred to Taxation Committee.
HB 1458 (LD 2074)
An Act To Reestablish Fairness in Corporate Taxation by Taxing Real Estate Investment Trusts. This bill taxes REITs at the corporate level at the same rate as other corporations are taxed in Maine. Revenue generated by this tax is dedicated to the Land for Maine’s Future Fund. The bill also amends current law to require an individual to modify that individual’s taxable income based on any items of loss or gain by the REIT that are passed through the REIT to the individual.
Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280027578&LD=2074&Type=1&SessionID=7
Current Bill Status: December 21, 2007 referred to Taxation Committee.
SB 788 (LD 1994)
This bill makes the following changes and clarifications to the laws relating to marks, corporations, limited partnerships and limited liability companies. 1. It specifies the procedure for a registrant of a mark to follow in order to cancel the registration of that mark. 2. It provides that the name of a corporation that is excused from filing annual reports with the Secretary of State because it has ceased to carry on activities remains in the Secretary of State's record of corporate names and is protected for 5 years. 3. It provides that certain provisions of law that permit judicial dissolution of a corporation do not apply to a public corporation. 4. It specifies the provisions of law for a limited partnership or a limited liability company to follow in order to do business under an assumed name. 5. It amends the laws governing the fee charged in connection with the delivery to the Secretary of State of a certificate of merger or consolidation by a limited liability company. 6. It amends the laws governing fees charged in connection with foreign limited partnerships.
Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280027492&LD=1994&Type=1&SessionID=7
Current Bill Status: December 18, 2007 referred to Judiciary Committee.
SB 811 (LD 2128)
An Act To Correct the Uniform Limited Partnership Act of 2007.
Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280027686&LD=2128&Type=1&SessionID=7
Current Bill Status: January 8, 2008 referred to Judiciary Committee.
Michigan
SB 942
AN ACT to amend 1972 PA 284, entitled "An act to provide for the organization and regulation of corporations; to prescribe their duties, rights, powers, immunities and liabilities; to provide for the authorization of foreign corporations within this state; to prescribe the functions of the administrator of this act; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts," by amending sections 911 and 1062 (MCL 450.1911 and 450.2062), section 911 as amended by 1996 PA 197 and section 1062 as amended by 2005 PA 212.
Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/publicact/pdf/2007-PA-0182.pdf
Current Bill Status: Approved by Governor December 20, 2007 as Act 182 Public Acts of 2007 with immediate effect.
Missouri
HB 1498
Authorizes corporations or unincorporated associations to prosecute their claims and defenses without the assistance of an attorney. To amend chapters 441, 524, 534, and 535, RSMo, by adding thereto four new sections relating to certain parties being allowed to prosecute their claims and defenses without the assistance of an attorney
Full Text available at: http://www.house.mo.gov/billtracking/bills081/biltxt/intro/HB1498I.htm
Current Bill Status: January 10, 2008 read Second Time.
New Hampshire
HB 1152
This bill establishes a grace period for annual reports filed by business corporations if April 1 is not a business day.
Full Text available at: http://www.gencourt.state.nh.us/legislation/2008/HB1152.html
Current Bill Status: January 3, 2008 in Commerce Committee.
HB 1308
This bill changes the standards for the business profits tax deduction for reasonable compensation for owners of sole proprietorships, partnerships, and limited liability companies. This bill was requested by the department of revenue administration.
Full Text available at: http://www.gencourt.state.nh.us/legislation/2008/HB1308.html
Current Bill Status: January 3, 2008 in Ways and Means Committee.
Utah
HB 99
Business Registration - Optional Inclusion of Ownership Data
This bill requires a certificate of assumed and true name form created by the Division of Corporations and Commercial Code to allow a person to provide information about the gender and race of the entity's owner. This bill requires the division to include on a form created by the division a way to indicate the gender and race of one or more owners of the entity for which the form is filed; and provides that information concerning gender or race is not required to be provided.
Full Text available at: http://le.utah.gov/~2008/bills/hbillint/hb0099.pdf
Current Bill Status: January 14, 2008 House to Printing with fiscal note.
SB 110
This bill modifies provisions related to corporations, partnerships, and other business entities to address entities created by tribal law. This bill defines "tribe" for purposes of certain business entity provisions; modifies provisions related to nonprofit and for profit corporations, partnerships, and limited liability companies to provide for an entity created by tribal law to be treated as a foreign business entity authorized to transact business in the state; omits an inadvertent reference to a country of creation for a limited liability partnership; and makes technical and conforming amendments.
Full Text available at: http://le.utah.gov/~2008/bills/sbillint/sb0110.pdf
Current Bill Status: January 14, 2008 Senate to Printing with fiscal note.
Washington
HB 2499
Addressing the materials required to accompany notice under the Washington business corporation act. Provides that if Title 23B RCW requires that a notice to shareholders be accompanied by certain material, a public company may satisfy such a requirement, whether or not a shareholder has consented to receive electronically transmitted notice, by: (1) Posting the material on an electronic network at or prior to the time that the notice is delivered to the public company's shareholders entitled to receive the notice; and
(2) Delivering to the public company's shareholders entitled to receive the notice a separate record of the posting, together with comprehensible instructions regarding
how to obtain access to the posting on the electronic network.
Full Text available at: http://apps.leg.wa.gov/documents/billdocs/2007-08/Pdf/Bills/House%20Bills/2499.pdf
Current Bill Status: January 14, 2008 referred to Judiciary Committee.
West Virginia
HB 3030
A BILL to amend the Code of West Virginia, 1931, as amended, by adding thereto a new article, designated §11-22A-1, relating to the imposition of a tax on corporations for the transfer of corporate real estate or equipment within five years of commencing operations in this state; and, additionally, imposing the tax on corporations who reassign equipment to operations outside the United States.
Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2008_SESSIONS/RS/BILLS/hb3030%20intr.htm
Current Bill Status: January 9, 2008 referred to House Finance Committee.
Wyoming
SB 18
AN ACT relating to business entities; providing a penalty for signing a false document; providing for forfeiture of limited liability company articles of organization; providing for administrative dissolution of corporations; providing for fees; providing for revocation of authority for foreign corporations; providing for interim classifications; and providing for an effective date.
Full Text available at: http://legisweb.state.wy.us/2008/Introduced/SF0018.pdf
Current Bill Status: Prefiled December 17, 2007.
SB 26
AN ACT relating to business entities; consolidating provisions regulating registered agents; providing definitions; providing for recordkeeping; providing for service of process; requiring registered agents to maintain physical addresses and business hours; providing for reinstatement of business entities as specified; making conforming amendments; providing appropriations; and providing for effective dates.
Full Text available at: http://legisweb.state.wy.us/2008/Introduced/SF0026.pdf
Current Bill Status: January 7, 2008 Pre-Filed.
For an archive of NRAI Compliance Updates, visit
www.nrai.com and select Research Center.
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