NRAI Compliance Updates - January, 2009

Alaska

SB 17

An Act relating to the Revised Uniform Limited Liability Company Act and to limited liability companies; amending Rules 8, 19, 22, 26, 79, and 82, Alaska Rules of Civil Procedure, and Rule 602, Alaska Rules of Appellate Procedure; and providing for an effective date.

Full Text available at: http://www.legis.state.ak.us/basis/get_bill_text.asp?hsid=SB0017A&session=26

Current Bill Status: January 9, 2009, pre-file released.

Arizona

HB 2043

Corporations and LLC Omnibus. An Act amending sections 10 125, 10 203, 10 224, 10 504, 10 1006, 10 1007, 10 1008, 10 1105, 10 1403, 10 1420, 10 1503, 10 1510, 10 1520, 10 2019 and 10 2077, Arizona Revised Statutes; amending title 10, chapter 19, article 2, Arizona Revised Statutes, by adding section 10-2084; amending section 10 2143, Arizona Revised Statutes; amending title 10, chapter 19, article 4, Arizona Revised Statutes, by adding section 10-2150; amending sections 10 3125, 10 3203, 10 3224, 10 3504, 10 11006, 10 11007, 10 11008, 10 11105, 10 11107, 10 11403, 10 11503, 10 11510, 10 11520, 29 603, 29 609, 29 633, 29 634 and 29 635, Arizona Revised Statutes; relating to corporations and limited liability companies.

Full Text available at: http://www.azleg.gov/FormatDocument.asp?inDoc=/legtext/49leg/1r/bills/hb2043p.htm

Current Bill Status: January 21, 2009, in Rules Committee.

Florida

SB 382

Corporations/Board Of Directors/Minimum Age; Provides an exception to the required minimum age of a member of the board of directors for certain corporations. Prohibits certain directors from being counted toward a quorum.

Full Text available at: http://www.flsenate.gov/data/session/2009/Senate/bills/billtext/pdf/s0382.pdf

Current Bill Status: January 15, 2009, referred to Commerce; Judiciary; Rules.

Illinois

HB 55

Amends the Property Tax Code, the Mobile Home Local Services Tax Enforcement Act, the Liquor Control Act of 1934, the Safety Deposit License Act, the Business Corporation Act of 1983, the Professional Service Corporation Act, the General Not For Profit Corporation Act of 1986, the Limited Liability Company Act, the Assumed Business Name Act, and the Home Repair and Remodeling Act. Provides that, beginning July 1, 2010, certificates of registration of assumed business names shall be filed with the Secretary of State, rather than with county clerks. Provides that county clerks shall accept certificates of registration of assumed business names, supplementary certificates, and proofs of publication for filing through June 30, 2010 and shall submit all certificates of registration of assumed business names, supplementary certificates, proofs of publication, indices, and other records concerning assumed business names to the Secretary of State in accordance with rules adopted by the Secretary of State. Provides that, beginning July 1, 2010, an assumed business name or the name of a corporation or limited liability company shall be distinguishable from any other assumed business name or the name of any other corporation or limited liability company adopted, reserved, or registered in accordance with specified laws. Does not prohibit the use of a name that was adopted, reserved, or registered before July 1, 2010 in accordance with the law in effect when it was adopted, reserved, or registered. Makes other changes. Effective July 1, 2009, except that certain provisions take effect July 1, 2010.

Full Text available at: http://www.ilga.gov/legislation/96/HB/PDF/09600HB0055lv.pdf

Current Bill Status: January 14, 2009, referred to Rules Committee.

Indiana

SB 450

Makes changes and additions to business corporation law provisions concerning the following: (1) requirements for, effective dates of, and corrections of documents; (2) appealing a refusal of a filing of a document; (3) definitions; (4) notice requirements; (5) corporate names; (6) terms and conditions of rights, options, and warrants for the purchase of shares or other securities; (7) meetings of shareholders; (8) record dates for determining shareholders entitled to demand a special meeting; (9) terms of office of directors; (10) effective date of a notice of resignation; (11) actions taken by board of directors without a meeting; (12) standards of conduct for directors; (13) conversion; (14) bylaws; (15) merger or share exchange; (16) disposition of assets; and (17) dissenters' rights. Repeals a provision that requires a corporation to report to shareholders an indemnification or advance of expenses to a director and the issuance of shares for a promissory notes or for promises to render services.

Full Text available at: http://www.in.gov/legislative/bills/2009/IN/IN0450.1.html

Current Bill Status: January 14, 2009, first reading: referred to Committee on Judiciary.

Michigan

HB 5356

Business corporations; definitions of "professional service" and "services in a learned profession"; include, and revise certain conversion procedures.

Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/publicact/pdf/2008-PA-0402.pdf

Current Bill Status: Approved by the Governor January 5, 200,9 as Act No. 567, Public Acts of 2008 with and effective date of January 6, 2009.

SB 1445

Authorize formation of low-profit limited liability company.

Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/publicact/htm/2008-PA-0566.htm

Current Bill Status: Approved by the Governor January 15, 2009, as Act No. 567, Public Acts of 2008 with and effective date of January 16, 2009

SB 1446

The Act requires the name of a domestic LLC to contain the words "limited liability company", or the abbreviation "L.L.C." or "L.C.", with or without periods or other punctuation. Under the bill, the name of a low-profit LLC.

Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/publicact/pdf/2008-PA-0567.pdf

Current Bill Status: Approved by the Governor January 15, 2009, as Act No. 567, Public Acts of 2008 with and effective date of January 16, 2009

Mississippi

HB 515

An Act to amend Sections 79-4-14.22, 79-4-15.32 and 79-11-351, Mississippi Code of 1972, to revise filing for reinstatement of dissolved corporations; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2009/html/HB/0500-0599/HB0515IN.htm

Current Bill Status: January 13, 2009, referred to Judiciary Committee.

HB 624

An Act to amend Section 79-29-1203, Mississippi Code of 1972, to provide that fees charged by the Secretary of State for the filing of documents under the Mississippi Limited Liability Company Act shall be set by rule rather than statute; to create new Code section 79-29-215, Mississippi Code of 1972, to require domestic and foreign limited liability companies to file an annual report; to create new Code Section 79-29-809, Mississippi Code of 1972, to provide grounds for administrative dissolution; to create new Code Section 79-29-810, Mississippi Code of 1972, to provide the procedure for and effect of administration dissolution; to create new Code Section 79-29-811, Mississippi Code of 1972, to provide for reinstatement following dissolution; to create new Code Section 79-29-812, Mississippi Code of 1972, to provide for appeal from denial of reinstatement; to create new Code Section 79-29-1011, Mississippi Code of 1972, to provide for revocation of a certificate of authority; to create new Code Section 79-29-1012, Mississippi code of 1972, to provide for the procedure and effect of certificate revocation; to create new Code Section 79-29-1013, Mississippi Code of 1972, to provide for appeal and reinstatement following revocation; to create new Code Section 79-29-1014, Mississippi Code of 1972, to provide for further review following denial of reinstatement; to amend section 79-29-926, Mississippi Code of 1972, to revise for appeal by a foreign limited liability company following revocation of a certificate of authority; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/2009/pdf/history/HB/HB0624.xml

Current Bill Status: January 14, 2009, referred to Judiciary Committee.

HB 680

An Act to revise certain Nonprofit Corporation provisions; to create Section 79-11-336, Mississippi Code of 1972, to provide for the application and distribution of the assets of a Nonprofit Corporation; to amend Section 79-11-337, Mississippi Code of 1972, to revise the contents and filing of Articles of Dissolution; to amend Section 79-11-355, Mississippi Code of 1972, to revise certain dissolution provisions; to amend Section 79-11-359, Mississippi code of 1972, to revise the appointment of receivers or custodians; to amend Section 79-11-503, Mississippi Code of 1972, to provide final report requirements; to amend section 79-11-505, Mississippi ode of 1972, to revise the annual contribution threshold; to amend Section 79-11-507, Mississippi Code of 1972, in conformity; to amend Section 79-11-509, Mississippi Code of 1972, to revise registration suspension and revocation provisions; to amend Section 79-11-513, Mississippi Code of 1972, to revise registration expiration provisions; to amend Section 79-11-517, Mississippi Code of 1972, in conformity; to amend Section 79-11-519, Mississippi Code of 1972, to revise prosecutor powers and duties; to amend Section 79-11-521, Mississippi Code of 1972, to provide for investigations; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2009/html/HB/0600-0699/HB0680IN.htm

Current Bill Status: January 14, 2009, referred to Judiciary Committee.

SB 2413

An Act to revise certain nonprofit corporation provisions; To create Section 79-11-336, Mississippi Code of 1972, to provide for the application and distribution of the assets of a Nonprofit Corporation; to amend Section 79-11-337, Mississippi Code of 1972, to revise the contents and filing of Articles Of Dissolution; to amend Section 79-11-355, Mississippi Code Of 1972, To Revise Certain Dissolution Provisions; To Amend Section 79-11-359, Mississippi Code of 1972, to revise the appointment of receivers or custodians; to amend Section 79-11-503, Mississippi Code of 1972, to provide final report requirements; to amend Section 79-11-505, Mississippi Code of 1972, to revise the annual contribution threshold; to amend Section 79-11-507, Mississippi Code of 1972, in conformity; to amend Section 79-11-509, Mississippi Code of 1972, to revise registration, suspension, and revocation provisions; to amend Section 79-11-513, Mississippi Code of 1972, to revise registration expiration provisions; to amend Section 79-11-517, Mississippi Code of 1972, in conformity; to amend Section 79-11-519, Mississippi Code of 1972, to revise prosecutor powers and duties; to amend Section 79-11-521, Mississippi Code of 1972, to provide for investigations; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2009/html/SB/2400-2499/SB2413IN.htm

Current Bill Status: January 12, 2009, referred To Judiciary Committee.

SB 2415

An Act to amend Section 79-4-14.23, Mississippi Code of 1972, to revise the reinstatement by order of a court of a dissolved corporation; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2009/html/SB/2400-2499/SB2415IN.htm

Current Bill Status: January 12, 2009, referred To Judiciary Committee.

Missouri

HB 206

Authorizes corporations or unincorporated associations to be represented in court by the president or vice-president of the entity for certain actions to remove a tenant.

Full Text available at: http://www.house.mo.gov/billtracking/bills091/biltxt/intro/HB0206I.htm

Current Bill Status: January 8, 2009, read Second Time.

HB 219

Changes the laws regarding the requirements of corporate filings. To repeal sections 28.160, 41.950, 347.179, 351.047, 351.120, 351.125, 351.127, 351.145, 351.155, 351.484, 351.592, 351.594, 351.598, 351.602, 351.690, 355.016, 355.021, 355.066, 355.071, 355.176, 355.688, 355.706, 355.796, 355.806, 355.811, 355.821, 355.856, and 356.211, RSMo, and to enact in lieu thereof thirty new sections relating to corporate filings with the secretary of state.

Full Text available at: http://www.house.mo.gov/billtracking/bills091/biltxt/intro/HB0219I.htm

Current Bill Status: January 8, 2009, Read Second Time.

SB 199

Modifies laws affecting limited liability companies, limited partnerships, and nonprofit companies. 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. This act is identical to SB 214 (2007) and SB 940 (2008).

Full Text available at: http://www.senate.mo.gov/09info/pdf-bill/intro/SB199.pdf

Current Bill Status: January 14, 2009, first reading.

Montana

HB 143

A Bill For An Act Entitled: "An Act Establishing A Registration System For Charities; Providing A Penalty For Failure To Register; Providing A Statutory Appropriation; Amending Section 17-7-502, MCA; And Providing An Effective Date."

Full Text available at: http://data.opi.mt.gov/bills/2009/billhtml/HB0143.htm

Current Bill Status: January 15, 2009, in Business and Labor Committee.

New Mexico

SB 11

Uniform Revised Limited Partnership Changes, An Act relating to business; making technical amendments to the Uniform Revised Limited Partnership Act.

Full Text available at: http://www.nmlegis.gov/Sessions/09%20Regular/bills/senate/SB0011.pdf

Current Bill Status: Introduced December 16, 2008, and referred to Senate Corporations & Transportation Committee.

New York

A 246

Allows a professional service limited liability company to be surviving business entity in the case of a merger with a professional service corporation.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A00246&sh=t

Current Bill Status: January 7, 2009, referred to Corporations, Authorities and Commissions.

A 279/SB 213

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=S00213&sh=t

Current Bill Status: January 7, 2009, referred to Corporations, Authorities and Commissions.

A 1005

Relates to the incorporation of stock or mutual insurance companies.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A01005&sh=t

Current Bill Status: January 7, 2009, referred to Insurance Committee.

A 1567

Authorizes shareholders to attend meetings via remote communication and to be deemed present for voting purposes.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A01567&sh=t

Current Bill Status: Introduced and referred to Committee on Assembly Corporations Authorities Commissions.

A 1757

Eliminates a number of filing fees imposed on businesses by the Department of State.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A01757&sh=t

Current Bill Status: January 12, 2009, referred to Corporations, Authorities and Commissions.

Oklahoma

SB 616

An Act relating to corporations; amending 18 O.S. 2001, Section 1142, which relates to filing fees; modifying certain fee s; requiring online access to certain documents; and providing an effective date.

Full Text available at: http://webserver1.lsb.state.ok.us/2009-10bills/SB/sb616_int.rtf

Current Bill Status: February 2, 2009, read first time.

SB 660

An Act relating to the General Corporation Act; providing an effective date.

Full Text available at: http://webserver1.lsb.state.ok.us/2009-10bills/SB/sb660_int.rtf

Current Bill Status: February 2, 2009, read first time.

Oregon

HB 2304

Eliminates requirement to notify and mail plan of merger to certain shareholders in advance of merger of parent and subsidiary corporations.

Full Text available at: http://landru.leg.state.or.us/09reg/measures/hb2300.dir/hb2304.intro.html

Current Bill Status: January 12, 2009, referred to Judiciary Committee.

HB 2314

Adds business entities formed by Native American or American Indian tribes to definitions of certain entities in Oregon law of corporations and partnerships. Declares emergency, effective on passage.

Full Text available at: http://landru.leg.state.or.us/09reg/measures/hb2300.dir/hb2312.intro.html

Current Bill Status: January 12, 2009, referred to Judiciary Committee.

HB 2353

Requires publicly traded corporation to hold special meeting of shareholders only if articles of incorporation or bylaws authorize shareholders to demand special meeting.

Full Text available at: http://landru.leg.state.or.us/09reg/measures/hb2300.dir/hb2353.intro.html

Current Bill Status: January 12, 2009, referred to Judiciary Committee.

HB 2364

Requires corporation and limited liability company to appoint records custodian to keep certain records. Requires corporation or limited liability company that is not publicly traded to keep certain information concerning officers and directors of corporation and members and managers of limited liability company. Requires corporation and limited liability company to verify identities and other information concerning shareholders, beneficial owners, members and managers that are not United States citizens or lawful permanent residents of the United States. Requires person that serves as registered agent for 10 or more corporations or limited liability companies to obtain certification from Secretary of State as commercial registered agent. Prescribes information for application for certification. Requires payment of fee for application. Authorizes Secretary of State to investigate applicant and prohibits certification of applicant in certain cases. Specifies duties for commercial registered agent. Authorizes Secretary of State to suspend or revoke certification in certain cases. Requires corporation or limited liability company to provide information or answer interrogatories from Secretary of State when law enforcement agencies or certain state agencies make request. Authorizes Secretary of State to administratively dissolve corporation or limited liability company for failing to provide information or answer interrogatories. Provides that failure to provide information or answer interrogatories is punishable by maximum of one year's imprisonment, $6,250 fine, or both. Authorizes Secretary of State to collect $100 fee for filing articles of incorporation or organization and annual reports delivered by corporations and limited liability companies. Declares emergency, effective on passage.

Full Text available at: http://landru.leg.state.or.us/09reg/measures/hb2300.dir/hb2364.intro.html

Current Bill Status: January 12, 2009, first reading and referred to Speaker's Desk.

Rhode Island

HB 5034

Business Taxation, this Act would reduce the state's corporate income tax from 9.0% to 7.4%.

Full Text available at: http://www.rilin.state.ri.us/BillText09/HouseText09/H5034.pdf

Current Bill Status: January 8, 2009, introduced, referred to House Finance.

Utah

SB 23

This bill amends the Corporate Franchise and Income Taxes chapter and the Individual Income Tax Act to address the income taxation of a pass-through entity and a taxpayer to whom income, gain, loss, deduction, or credit of the pass-through entity is passed through. This bill: . repeals corporate franchise and income taxes on an S corporation; . repeals provisions governing the taxation of a limited liability company; . addresses the income taxation of a taxpayer to whom income, gain, loss, deduction, or credit of a pass-through entity is passed through; . expands withholding requirements to provide that a pass-through entity, including a general partnership, limited partnership, limited liability partnership, limited liability company, or an S corporation, is required to pay or withhold a tax on behalf of a resident or nonresident business entity or a nonresident individual; . provides exceptions to the withholding requirements; . provides withholding procedures; . addresses return filing requirements for a pass-through entity or a taxpayer to whom income, gain, loss, deduction, or credit of a pass-through entity is passed through; . addresses the characterization of items of income, gain, loss, deduction, or credit for purposes of state income taxation of a taxpayer to whom income, gain, loss, deduction, or credit of a pass-through entity is passed through; . addresses the determination of a taxpayer's share of certain additions to income, deductions from income, or adjustments to income required by state statute; . addresses a refundable tax credit for a taxpayer to whom income, gain, loss, deduction, or credit of a pass-through entity is passed through; and . makes technical changes.

Full Text available at: http://le.utah.gov/~2009/bills/sbillint/sb0023.htm

Current Bill Status: January 14, 2009, in Legislative Research and General Counsel.

Virginia

HB 1762

Successor corporations; asbestos-related liability. Limits the cumulative successor asbestos-related liabilities of a corporation to the fair market value of the total gross assets of the transferor determined as of the time of the merger or consolidation, and states that the corporation is not responsible for successor asbestos-related liabilities in excess of this limit, as the limit may be adjusted. The limitation does not apply to workers' compensation benefits, claims not constituting successor asbestos-related liability, or obligations under the National Labor Relations Act or collective bargaining agreements. Further, the limitation applies only to a corporation that assumed or incurred certain asbestos-related liabilities prior to January 1, 1972, and to any successors of that corporation. A corporation may establish the fair market value of total gross assets by reference to the going-concern value of the assets or to the purchase price attributable to or paid for the assets in an arm's-length transaction, by reference to the value of the assets recorded on a balance sheet if there is no other readily available information from which fair market value can be determined, or any other method reasonable under the circumstances. The limitation applies to all asbestos claims filed on or after July 1, 2009, and to all pending asbestos claims for which trial had not commenced as of such date, except that any provision that would be unconstitutional if applied retroactively will be applied prospectively.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+HB1762

Current Bill Status: January 8, 2009 Referred to Committee on Commerce and Labor.

HB 2222

Limited liability companies; domestication; dissolution. Requires a limited liability company's surrender of articles of organization to set forth that the plan of domestication was approved by the limited liability company in accordance with law. The measure also provides for the cancellation of the existence of a professional limited liability company in the same manner applicable to other limited liability companies.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+HB2222

Current Bill Status: January 14, 2009, referred to Committee on Commerce and Labor.

HB 2434

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?091+ful+HB2434

Current Bill Status: January 14, 2009, referred to Committee for Courts of Justice.

HB 2445

Stock and nonstock corporations. Conforms provisions of the Stock and Nonstock Corporation Acts regarding names, mergers, and terminations with similar provisions applicable to other business entity forms, and makes technical amendments. An uncodified provision enacted in 1946 that prohibits the use of the word "redevelopment" in a corporate name that is not organized as an urban redevelopment corporation is set out. Other provisions (i) allow the filing of a foreign instrument of entity conversion to be filed without payment of a qualified foreign corporation's annual registration fee on or before the due date, similar to the treatment afforded to a Virginia corporation that converts to a Virginia limited liability company; (ii) provide an exception to the requirement that a plan of merger, which is subject to an amendment, include certain provisions to protect shareholders when the plan of merger provides that the approval of all of the shareholders is required for the plan's amendment; (iii) require articles of merger to include a statement that the plan of merger was adopted by the directors if shareholder approval is not required and provide that the articles are to include the date the plan was adopted by the corporation, regardless of the method of adoption; and (iv) conform provisions of the corporate law regarding the termination of corporate existence.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+HB2445

Current Bill Status: January 14, 2009, referred to Committee on Commerce and Labor

SB 884

Banking institutions; reclassification or conversion of shares. Authorizes a bank, savings institution, bank holding company, savings and loan holding company, or multiple or diversified savings and loan holding company organized as a stock corporation to reclassify or convert a portion of the shares of its stock from one class or series into another class or series for the purpose of ceasing to be, or avoiding the status of, an institution that is required to file periodic reports under provisions of the Securities Exchange Act of 1934, if authorized by its articles of incorporation. Such a reclassification or conversion is exempt from appraisal rights provisions of the Stock Corporation Act if the institution's directors recommend the approval and all shares are reclassified or converted on the same terms.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+SB884S1

Current Bill Status: January 21, 2009, Constitutional Reading dispensed.

SB 903
Indemnification of corporate directors and officers. Affirms that a director or officer of a stock or nonstock corporation, for purposes of prescribing the corporation's authority to indemnify an individual made a party to a proceeding, includes an individual who is or was a director or officer of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another foreign or domestic entity. The provision is made effective retroactive to the effective date of amendments that implied that indemnification was available only for directors or officers who were serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+SB903

Current Bill Status: January 21, 2009, Constitutional Reading dispensed.

SB 1241

Limited liability companies. Provides that a limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement. The measure clarifies that the existing restrictions on distributions by a limited liability company do not apply to distributions of assets upon the company's dissolution. The period during which a member of a limited liability company is liable for a wrongful distribution made by the company is shortened from six to two years. The grounds for dissociating a member from a limited liability company are revised to remove the existing provision that states that a transfer of the member's interest for security purposes or by a court order charging the interest does not provide grounds for the member's expulsion if such a transfer or charging has not been foreclosed. The provision that a claim against a dissolved limited liability company is barred in certain circumstances if the claimant does not commence enforcement proceedings within 90 days from delivery of written confirmation of the claim to the dissolved company is revised to require that the claimant's proceeding be commenced within 90 days from the effective date of the notice from the company. The measure also provides that a dissolved limited liability company may apply for a court determination of the security to be provided for payment of claims that are based on a liability that will mature more than 60 days after the delivery of notice to the claimant. The Professional Limited Liability Company Act is amended to provide that the obligation of such a company to pay a former member the value of his interest when his membership is terminated is not contingent upon the company's continuation. The measure also makes several technical revisions to the Limited Liability Company Act.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+SB1241

Current Bill Status: January 22, 2009, read a second time and engrossed.

Washington

HB 1068

Revising the Washington Business Corporation Act.

Full Text available at: http://apps.leg.wa.gov/documents/billdocs/2009-10/Pdf/Bills/House%20Bills/1068.pdf

Current Bill Status: January 19, 2009, passed to Rules Committee for second reading.

Wyoming

HB 182

AN ACT relating to limited liability companies; providing for creation of low profit limited liability companies; providing a definition; providing for use of abbreviations; providing for administrative dissolution; and providing for an effective date.

Full Text available at: http://legisweb.state.wy.us/2009/Introduced/HB0182.pdf

Current Bill Status: January 21, 2009, place on General File.

SB 72

AN ACT relating to corporations; generally updating and modifying statutes to comply with the model corporations act of 2007; making conforming amendments; and providing for an effective date.

Full Text available at: http://legisweb.state.wy.us/2009/Introduced/SF0072.pdf

Current Bill Status: January 15, 2009 introduced.