| |
|
|
|
|
 |
|
|
California
Below are reminders of some of the amendments to the California Corporations Code that went into effect on January 1, 2012:
Assembly Bill 1211
Amends the Nonprofit Corporation Law regarding mergers, officers and directors, reports to members, dissolution and reports to the Attorney General.
View entire bill on the state website.
Assembly Bill 657
Amends the Corporations Code regarding the manner in which corporations and LLCs may elect to receive Annual Report renewal notices.
View entire bill on the state website.
Senate Bill 201
Amends the Corporations Code by authorizing the formation of flexible purpose corporations.
View entire bill on the state website.
Assembly Bill 361
Amends the Corporations Code by authorizing the formation of benefit corporations.
View entire bill on the state website.
Assembly Bill 571
Amends the Corporations Code regarding shareholder distributions and reacquisition of shares.
View entire bill on the state website.
Colorado
Beginning January 1, 2012, the Secretary of State’s office will no longer mail postcard notifications for periodic report due dates. The Secretary’s office has established an email notification system that will replace the postcard system.
View additional information on the state website.
Mississippi
Senate Bill 2444
Effective January 1, 2012, amends the Nonprofit Corporation Law adding the requirement for the inclusion of the corporation’s initial planned nonprofit activity in the Articles of Incorporation and, for nonprofit corporations that solicit or plan to solicit contributions in Mississippi, the requirement of having no less than three directors.
View entire bill on the state website.
House Bill 683
Pursuant to 2010 House Bill 683, effective January 1, 2012, all limited liability companies that were formed or qualified prior to January 1, 2011, and that have not already filed an election to adopt the new law, will be governed by the Revised Limited Liability Company Act.
View entire bill on the state website.
Nevada
Pursuant to Nevada Revised Statutes §80.190, each foreign corporation that is qualified to do business in Nevada is required to publish an annual statement of its last calendar year’s business no later than the month of March.
New York
In Manney v. Intergroove Tontrager Vertriebs GmbH, 10 CV 4493 (U.S. Dist.Ct. E.D.N.Y.), decided November 30, 2011, a federal court in New York dismissed a breach of contract lawsuit filed by assignees of a corporation on the grounds that the plaintiffs lacked the capacity to sue. The corporation was incorporated in Delaware and had its principal place of business in New York. However it had not been an existing corporation in good standing in Delaware since June 2007, having forfeited its charter for failing to maintain a registered agent. Therefore, the court noted, under Delaware law the corporation (and its assignees) had lost the capacity to sue or be sued. The court also held that the plaintiffs lacked the capacity to sue in New York because the corporation was doing business in New York without a certificate of authority.
|
|
|
| |
|
|
Holiday Closings
Holiday schedules are subject to change. Please contact your state office directly if you have questions.
January 13
Lee-Jackson Day in Virginia
January 16
Martin Luther King, Jr.'s Birthday* in all states
(*In Alabama and Mississippi, also Robert E. Lee's Birthday; in Idaho, also Idaho Human Rights Day; in Wyoming, also Wyoming Equality Day)
|
|
| |
|
|
About NRAI
National Registered Agents, Inc. (“NRAI”) offers local and personalized service through experienced professionals with the global strength of an industry leading corporate and legal services provider. Founded in 1995 by industry veterans on the conviction that a registered agent should deliver exceptional service and innovative technology at a reasonable price, NRAI has experienced unrivaled market growth. NRAI delivers services that transform the registered agent into a trusted business partner, services that include corporate governance and compliance solutions, corporate transactional and due diligence services, and risk management solutions. By focusing on our clients rather than the bottom line and disinterested shareholders, NRAI has become the trusted partner of thousands of companies and law firms of all sizes across the United States and around the world.
|
|
| |
|
|
|
|
|
