NRAI Compliance Updates - February, 2004

Greetings,

February continues to be a busy month with newly introduced legislation in most jurisdictions. We are including a mixture of new legislation, as well as keeping track of certain bills of interest, as they make their way through State House and Senates.

This month's Compliance Updates issue is longer than normal, as there are two items from Arizona we deem important to include. Arizona does not provide online access to legislation, so it was necessary to print full text of the bills and/or summaries.


Newly Introduced and Pending Legislation


Arizona

HB 2176

Current statute allows corporations and LLCs to file articles of correction and an application for reinstatement after dissolution. While fees are authorized for corporations, they are not for LLCs. HB 2176 provides that authority. Additionally, this bill includes numerous technical, clarifying and conforming changes and additions.

Provisions

· Requires an expedited filing to be a priority service completed as soon as possible after the documents are delivered to the ACC. Current statute requires same-day service.

· Designates $35 as the fee for expedited services, including those for LLCs, which shall be deposited into the Public Access Fund. 

· Makes the interrogatory process optional for the Commission’s use in seeking additional pertinent information from corporations. 

· Adds provisions that authorize an LLC to change the addresses of its members, managers and statutory agents. Current law requires filing an amendment.

· Stipulates that a statutory agent’s termination becomes effective 31 days after the Commission receives notice (rather than 30 days).

· Requires the submission of two copies of the signed original articles of organization to be filed with the Commission. Current law requires submission of the signed original.

· Authorizes the ACC to administratively dissolve an LLC or Foreign LLC for failure to pay all required fees and penalties within 60 days after their due date.

· Clarifies requirements for a Foreign LLC seeking registration in Arizona. If the Foreign LLC amends or restates its articles of organization, it must deliver any amendment/restatement to the ACC within 60 days of its effective date.

· Clarifies requirements for a Professional LLC. An LLC may elect PLLC status by amending its articles of organization as outlined in statute. 

· Establishes a $25 fee for filing articles of correction for LLCs.

· Prescribes a $100 fee for filing an application for reinstatement of an LLC after dissolution.

· Clarifies, conforms and makes technical changes and additions.

· Contains a Proposition 108 clause. 

Current Status: HB 2176 passed the Committee on Commerce and Military Affairs unamended.

Full text assessable at http://secure.nrai.com/html_research/HB2176.pdf  (AZ Legislature does not allow web access)


Arkansas

SB 80

An Act To Increase The Corporate Franchise Tax; And For Other Purposes. 

Bill filed January 27, 2004, Read first time, rules suspended, read second time, referred to senate committee on revenue and taxation 


California

HB 1859

Limited liability companies: certificate of cancellation. An act to add Section 17350.5 to the Corporations Code and to amend Section 17945 of the Revenue and Taxation Code, relating to limited liability companies
Current Status: May be heard in Committee on March 4, 2004

Full Text accessible at: ftp://www.leginfo.ca.gov/pub/bill/asm/ab_1851-1900/ab_1859_bill_20040202_introduced.html

HB 1894

Seizure of business records. An Act to add Section 1536.5 to the Penal Code, relating to business records

Current Status: May be heard in Committee on March 7, 2004

Full Text accessible at: ftp://www.leginfo.ca.gov/pub/bill/asm/ab_1851-1900/ab_1894_bill_20040205_introduced.html


Colorado 

HB 1192

Eliminates the option for a partnership or S corporation to file an agreement by a nonresident partner or shareholder to file and pay tax on that person's share of the entity's income in this state, thereby requiring the partnership or S corporation to make the income tax payment, which it may recover from the nonresident partner or shareholder on whose behalf it was made.

Legislative History

01/15/2004 Introduced In House - Assigned to Finance
01/21/2004 House Committee on Finance Pass Unamended to House Committee of the Whole
01/29/2004 House Second Reading Laid Over
01/30/2004 House Second Reading Passed with Amendments
02/02/2004 House Third Reading Passed
02/03/2004 Introduced In Senate - Assigned to Finance

Full text currently accessible HERE

Hawaii

HB 1823

Provides for up to four groups of directors, each group with different staggered terms.

Legislative History:

1/22/04 H Introduced
1/23/04 H Pass First Reading
1/26/04 H Referred to CPC, referral sheet 3
1/29/04 H Bill scheduled to be heard by CPC on Monday, 02-02-04 at 1:30 pm in House conference room 325.
2/2/04 H The committee(s) recommends that the measure be deferred.

Full Text accessible at: http://www.capitol.hawaii.gov/sessioncurrent/bills/hb1823_.htm

HB 2189

Prohibits incorporation and requires dissolution of corporate repeat environmental offenders; prohibits issuance and requires revocation of certificate of authority of foreign corporate repeat environmental offender; requires attorney general and director of commerce and consumer affairs to act.

Legislative History:

/22/04 H Introduced
1/23/04 H Pass First Reading
1/26/04 H Referred to CPC, referral sheet 3
1/29/04 H Bill scheduled to be heard by CPC on Monday, 02-02-04 at 1:30 pm in House conference room 325.
2/2/04 H The committee(s) recommends that the measure be deferred.

Full Text accessible at: http://www.capitol.hawaii.gov/site1/docs/getstatus.asp?qu=hb1823&showtext=on&press1=docs


Indiana

HB 1432

Taxation of nonresident limited partners. Provides that income received by a nonresident limited partner from a limited partnership engaged exclusively in buying, selling, dealing in, or holding securities on the limited partnership's own behalf is not subject to Indiana adjusted gross income tax, regardless of whether the limited partnership's commercial domicile is in Indiana.

First reading: referred to Committee on Ways and Means

Full Text available at: http://www.in.gov/legislative/bills/2004/IN/IN1432.1.html


Kansas

SB 29

SESSION OF 2003 SUPPLEMENTAL NOTE ON SENATE BILL NO. 29

As Further Amended by Senate Committee on Assessment and Taxation

SB 29 would amend the Kansas General Corporation Code to bring it into substantial compliance with the General Corporation Law of Delaware, the laws upon which the Kansas Code has been based since 1939.

The major amendments are as follows:

-A subsidiary entity is defined as ownership of over 50 percent of the entity.
-Use of electronic communication, electronic signatures, and tendering of documents and instruments "in writing or by electronic transmission." The bill directs the Kansas Secretary of State to image paper documents filed by customers and return the paper document to the customer as a certified copy.
-Provision for corporate action through "any authorized officer" as opposed to specifically designated officers.
-Clarification in the description of acts to be taken or procedures to be followed based on actual corporate practices.

-The addition of two new sections to Article 65 allowing: (a) the appointment of vote inspectors for stockholder meetings conducted by public and widely held corporations, and (b) consent by stockholders to the receipt of notice by electronic transmission.
-Allowing mergers and consolidations with entities other than corporations.
-The term "facts" as used throughout the Kansas corporate code is defined.
-Revisions to the voting threshold requirements for nonstock (nonprofit) corporations are made and other clarifying amendments are made regarding the application of the present Kansas corporation laws to nonprofit corporations.
-Substantial revisions to KSA 17-6712 regarding stockholder appraisal rights are made.

Additional changes mirroring those adopted in Delaware are adopted.

-The term "doing business" in Kansas regarding foreign corporations is defined.
-Annual report filing procedures are changed and the way agricultural land is reported is changed to require only the name of the county rather than the township, section, and range.
-Allows the Secretary of State to set filing and copying fees as well as other service fees (see Section 85).

-Increases the penalty for disobedience to a court order from not to exceed the current limit of $5,000 to $25,000.
-Requires parent corporations with more than 50 percent interest in other business entities to list such subsidiary entities on annual reports filed with the Secretary of State.

Full Text of this bill is accessible at: http://www.kslegislature.org/bills/2004/29.pdf


Maine

HB 1289

This bill makes changes to the laws relating to nonprofit corporations, limited partnerships, limited liability companies and limited liability partnerships that are consistent with recent changes made to the business corporation laws in the Maine Revised Statutes, Title 13-C. Additionally, certain fees in the limited entities laws are being increased to be the same as the fees in Title 13-C.

The bill amends the nonprofit corporation laws in Title 13-B as follows. It: 1. Makes the necessary changes to the process of issuing a certificate of existence, certificate of authority or certificate of fact; 2. Repeals language relating to the suspension of a domestic nonprofit corporation and enacts language for the administrative dissolution and reinstatement process for a domestic nonprofit corporation; 3. Adds language to establish a process for nonprofit corporations that were suspended prior to July 1, 2004 to reinstate up to June 30, 2010; 4. Makes necessary changes to conform to the new revocation of authority process for a foreign nonprofit corporation; 5. Adds language to provide for an amended annual report filing in the event that the officers or directors of the corporation change and the corporation determines that it is necessary to update the information on file prior to the filing of the next required annual report; 6. Makes the necessary changes to the language for the failure to file an annual report and moves the fee to the fee section; 7. Establishes a flat fee of $10 for a certificate of existence, certificate of authority or certificate of fact instead of the tiered fee under current law; 8. Establishes the fee for an amended annual report filing at $20; 9. Repeals the fee for a written response to a request for information on file. The new certificate of fact established in this bill replaces this process; and 10. Establishes the reinstatement fees after administrative dissolution and pulls together all reinstatement fees cited throughout Title 13-B into one section.

The bill amends the Maine Business Corporation Act to provide consistency with other entity laws. It: 1. Decreases the fee for changing the address of the principal office of a foreign business corporation from $70 to $35; 2. Sets a fee of $100 for the preclearance of any document. The service and fee were specified under the old business corporation act, Title 13-A, but were inadvertently omitted from the new Title 13-C; 3. Clarifies the language requiring that a certificate of existence or certificate of authority set forth the name of the corporation; 4. Clarifies the time frames and language for administrative dissolution of domestic corporations; 5. Clarifies the time frames and language for revocation of authority of foreign corporations; and 6. Clarifies the process by which an administratively dissolved corporation may reinstate after failure to file an annual report.

The bill makes conforming amendments to the limited partnership laws in Title 31, chapter 11. It: 1. Repeals language relating to the suspension of a domestic limited partnership and enacts language for the administrative dissolution and reinstatement process for a domestic limited partnership; 2. Adds language to establish a process for domestic limited partnerships that were suspended prior to July 1, 2004 to reinstate up to June 30, 2010; 3. Repeals language relating to the adoption of rules for the former name availability standard of "deceptively similar"; 4. Makes necessary changes to the process of issuing a certificate of existence, certificate of authority or certificate of fact; 5. Repeals language relating to the revocation of authority for a foreign limited partnership and enacts a new revocation of authority process for a foreign limited partnership; 6. Increases the fee for filing an application to renew the registration of a foreign limited partnership name from $155 to $200; 7. Repeals the fee structure for reinstatement of a domestic limited partnership and pulls together all reinstatement fees cited throughout Title 31, chapter 11 into one section; 8. Increases the fee for filing a certificate of correction for domestic limited partnerships from $20 to $35 and for foreign limited partnerships from $30 to $35; 9. Establishes the flat fee of $30 for a certificate of existence, certificate of authority or certificate of fact instead of the tiered fee under current law; 10. Increases the fee for filing any document that does not have a specified fee from $20 to $35; 11. Establishes the fee for filing an amended annual report at $60; 12. Repeals the fee for a written response to a request for information on file. The new certificate of fact established in this bill replaces this process; 13. Makes necessary changes to the language for failure to file an annual report and moves the fee to the fee section; and 14. Adds language to provide for an amended annual report filing in the event that a limited partnership determines that it is necessary to update the information on file prior to the filing of the next required annual report.

The bill amends the limited liability company laws in Title 31, chapter 13. It: 1. Repeals language relating to the suspension of a domestic limited liability company and enacts language for the administrative dissolution and reinstatement process for a domestic limited liability company; 2. Adds language to establish a process for domestic limited liability companies that were suspended prior to July 1, 2004 to reinstate up to June 30, 2010; 3. Repeals language relating to the adoption of rules for the former name availability standard of "deceptively similar"; 4. Makes the necessary changes to the process of issuing a certificate of existence, certificate of authority or certificate of fact; 5. Repeals language relating to the revocation of authority for a foreign limited liability company and enacts a new revocation of authority process for a foreign limited liability company; 6. Increases the fee for filing an application to renew the registration of a foreign limited liability company name from $155 to $200; 7. Repeals the fee structure for reinstatement of a domestic limited liability company and pulls together all reinstatement fees cited throughout Title 31, chapter 13 into one section; 8. Increases the fee for filing a certificate of correction for limited liability companies from $20 to $35; 9. Establishes the flat fee of $30 for a certificate of existence, certificate of authority or certificate of fact instead of the tiered fee under current law; 10. Increases the fee for filing any document that does not have a specified fee from $20 to $35; 11. Establishes the fee for an amended annual report at $60; 12. Repeals the fee for a written response to a request for information on file. The new certificate of fact established in this bill replaces this process; 13. Makes necessary changes to the language for failure to file an annual report and moves the fee to the fee section; and 14. Adds language to provide for an amended annual report filing in the event that the managers or members of a limited liability company determine that it is necessary to update the information on file prior to the filing of the next required annual report.

The bill makes conforming amendments to the limited liability partnership laws in Title 31, chapter 15. It: 1. Repeals language relating to the revocation of a partnership's status as a domestic limited liability partnership and enacts language for the revocation and reinstatement process for a registered limited liability partnership; 2. Adds language to establish a process for a partnership whose status as a registered limited liability partnership was revoked prior to July 1, 2004 to reinstate up to June 30, 2010; 3. Repeals language relating to the adoption of rules for the former name availability standard of "deceptively similar"; 4. Makes the necessary changes to the process of issuing a certificate of existence, certificate of authority or certificate of fact; 5. Repeals language relating to the revocation of authority for a foreign limited liability par tnership and enacts a new revocation of authority and reinstatement process for a foreign limited liability partnership; 6. Increases the fee for filing an application to renew the registration of a foreign limited liability partnership name from $155 to $200; 7. Repeals the fee structure for reinstatement after the revocation of a partnership's status as a registered or foreign limited liability partnership and pulls together all reinstatement fees cited throughout Title 31, chapter 15 into one section; 8. Increases the fee for filing a certificate of correction for a registered or foreign limited liability partnership from $20 to $35; 9. Establishes a flat fee of $30 for a certificate of existence, certificate of authority or certificate of fact instead of the tiered fee under current law; 10. Increases the fee for filing any document that does not have a specified fee from $20 to $35; 11. Establishes the fee for filing an amended annual report at $60; 12. Makes necessary changes to the language for failure to file an annual report and moves the fee to the fee section; and 13. Adds language to provide for an amended annual report filing in the event that the partners of a registered or foreign limited liability partnership determine that it is necessary to update the information on file prior to the filing of the next required annual report.

Current Status: 1/27/04 - Report READ and ACCEPTED in concurrence REFERRED to Committee on JUDICIARY in concurrence

Full Text accessible HERE 


Maryland

SB 727

Corporate Income Tax Reform. Requiring specified corporations to compute Maryland taxable income using a specified method; providing that, except as provided by and subject to regulations of the Comptroller, specified groups of corporations shall file a combined income tax return reflecting the aggregate income tax liability of all of the members of the group; requiring the Comptroller to adopt regulations; applying the Act to tax years after 2003; etc.

Legislative History:

Senate Action

2/6 

First Reading Budget and Taxation 

2/11 

Hearing 2/25 at 1:00 p.m. 

House Action

No Action

Full Text Accessible at: http://mlis.state.md.us/2004rs/bills/sb/sb0727f.rtf


Minnesota

HB 1824 & SB 1803

A bill for an act relating to limited partnerships; enacting and modifying the Uniform Limited Partnership Act of 2001; providing transitional provisions; making conforming changes; amending Minnesota Statutes 2002, sections 5.25, subdivision 1; 302A.115, subdivision 1; 308A.121, subdivision 1; 317A.115, subdivision 2; 322B.12, subdivision 1; proposing coding for new law as Minnesota Statutes, chapter 321; repealing Minnesota Statutes 2002, sections 322A.01; 322A.02; 322A.03; 322A.04; 322A.05; 322A.06; 322A.07; 322A.11; 322A.12; 322A.13; 322A.14; 322A.15; 322A.16; 322A.17; 322A.18; 322A.19; 322A.24; 322A.25; 322A.26; 322A.27; 322A.28; 322A.31; 322A.32; 322A.33; 322A.34; 322A.35; 322A.38; 322A.39; 322A.40; 322A.41; 322A.45; 322A.46; 322A.47; 322A.48; 322A.49; 322A.50; 322A.51; 322A.52; 322A.55; 322A.56; 322A.57; 322A.58; 322A.59; 322A.63; 322A.64; 322A.65; 322A.66; 322A.69; 322A.70; 322A.71; 322A.72; 322A.73; 322A.74; 322A.75; 322A.76; 322A.761; 0 322A.79; 322A.80; 322A.81; 322A.82; 322A.85; 322A.86; 1 322A.87; 322A.88. 2

Legislative History:

02/05/2004 Introduction and first reading, referred to Civil Law 4481 
02/12/2004 Committee report, to pass as amended and re-refer to State Government Finance 4527 

Full Text accessible HERE


New York

SB 5937

Amd S204, Lim Lil L; amd S301, BC L; amd S121-102, Partn L Requires that requested names for limited liability companies be cross referenced with corporations and partnerships. 

As of January 6, 2004, Referred to Corporation, Authorities and Commissions 

Full text currently accessible at: http://assembly.state.ny.us/leg/?bn=S05937&sh=t

SB 2991

Provides that amendments to the certificate of incorporation of a corporation which alter voting requirements to lower the voting requirement to a majority of outstanding shares shall be by a two-thirds vote of such shares.

Legislative History

03/13/2003 referred to corporations, authorities and commissions 
05/01/2003 amend (t) and recommit to corporations, authorities and commissions 
05/01/2003 print number 2991a 
01/07/2004 referred to corporations, authorities and commissions

Full Text accessible at: http://assembly.state.ny.us/leg/?bn=S02991&sh=t

SB 4340

Amends requirements for dissolution of certain corporations; requires notification of department of state and enacts certain requirements with respect to assets legally required to be used for a particular purpose.

Legislative History:

04/14/2003 Referred To Corporations, Authorities And Commissions 
01/07/2004 Referred To Corporations, Authorities And Commissions 
02/10/2004 Ordered To Third Reading Cal.294 

Full Text accessible at: http://assembly.state.ny.us/leg/?bn=S04340&sh=t 

SB 4715

Relates to the issuance of shares of professional service corporations to individuals authorized to practice law in New York State.

Legislative History:

04/14/2003 Referred To Corporations, Authorities And Commissions 
01/07/2004 Referred To Corporations, Authorities And Commissions 
02/10/2004 Ordered To Third Reading Cal.295 

Full Text accessible at: http://assembly.state.ny.us/leg/?bn=S04715&sh=t 

SB 4817

Regulates mergers and consolidations relating to business corporations, limited liability corporations, not-for-profits and partnerships; repealer. 

Legislative History:

04/17/2003 Referred To Corporations, Authorities And Commissions 
01/07/2004 Referred To Corporations, Authorities And Commissions 

Full Text accessible at: http://assembly.state.ny.us/leg/?bn=S04817&sh=t 


Ohio

HB 305

A BILL To amend sections 1702.11, 1702.17, 1702.19, 1702.20, 1702.22, 1702.25, 1702.27, 1702.31, and 1702.33 of the Revised Code relating to the use of electronic or telephonic transmissions in certain meetings and votings of nonprofit corporations and the authority to take action on behalf of a nonprofit corporation without a meeting of incorporators, directors, or members.

Currently in the Committee on Civil and Commercial Law

Full Text of this bill is accessible at: http://www.legislature.state.oh.us/bills.cfm?ID=125_HB_305


Oklahoma

SB 1511

An Act relating to corporations; amending 18 O.S. 2001, Section 381.21, which relates to organizational meeting; increasing certain time period; and providing an effective date.

Believed to be referred to the Judiciary Committee on February 10, 2004.


Tennessee

SB 3005

Creates the Professional Service Corporation Act of 2004. - Amends TCA Title 48, Chapter 101.

Bill Summary for *SB3005 / HB2882

Present law authorizes the creation of professional corporations. This bill would rewrite the present law professional corporation provisions to instead authorize professional service corporations. This bill would exempt existing professional corporations from the requirements to be imposed on professional service corporations and would authorize existing professional corporations to convert to professional service corporations by amending their articles of incorporation. Present law does not limit the number of professional corporations that a professional may join. This bill would limit the following professionals to participation in one professional services corporation: (1) Registered architects; (2) Registered engineers; (3) Licensed health care professionals providing services to HMO enrollees; and (4) Persons licensed to practice the healing arts, including podiatrists, chiropractors, dentists, physicians, acupuncturists, nurses, optometrists, osteopathic physicians, pharmacists, psychologists, veterinarians, physical therapists, nursing home administrators, communication disorder specialists, massage therapists, physician assistants, counselors, therapists, athletic trainers, nutritionists, respiratory care practitioners, clinical perfusionists, and midwives. Present law requires foreign corporations desiring to maintain an office in this state to obtain a certificate of authority from the secretary of state.

This bill would authorize foreign professional corporations to render professional services in this state if the corporation complies with the rules this bill would impose on such entities and if the service providers are licensed to practice in this state. Present law requires professional corporations to file copies of their charters with appropriate licensing boards. The licensing boards are authorized to require reports from professional corporations to check for compliance with licensing requirements. This bill would remove the charter filing and reporting duties.

Present law prohibits transfer of shares of a professional corporation to voting trust unless all of the trust's trustees and beneficiaries are licensed professionals. This bill would maintain present law on transfer of professional service corporation stock to voting trusts. This bill would authorize transfer of professional service corporation stock to a charitable remainder unitrust, subject to the following conditions: (1) All beneficiaries are licensed professionals or spouses of licensed professionals; (2) The trustee who has exclusive authority over the trust is a licensed professional, except that a licensed professional's spouse could be given authority over decisions relating to sale of the shares; (3) The trust has one or more charitable remaindermen located in Tennessee; and (4) The charity meets the definition of "charitable contribution" in the federal tax code. Present law requires a professional corporation to repurchase stock within five months of the date a stockholder leaves the corporation's employment, or within ten months of a shareholder's death. If the professional corporation does not repurchase within the time limits, it is required to cancel the shares from its books and the former stockholder is left with a right to demand payment. This bill would extend the time limit for a professional service corporation to repurchase stock in all situations to 12 months.

This bill would require professional service corporations to include the following words or letters in their names: "professional service," "professional corporation," "P.C.," or "P.S." This bill would authorize professional service corporations to use the words "corporation," "incorporated," "company," or "limited" and the corresponding initials in their names. This bill would require professional service corporations offering dental services to use the shareholders' names in its corporate name, and authorize such entities to use no words or letters other than "chartered," "professional services," "P.S.," or "P.C." in their names. This bill would take effect on January 1, 2005. 

Full Text accessible at: http://www.legislature.state.tn.us/bills/currentga/BILL/SB3005.pdf

SB 3247/HB3247

Bill Summary for SB3247 / *HB3247

Under present law, all directors, trustees or members of the governing bodies of nonprofit cooperatives, corporations, clubs, associations and organizations, whether compensated or not, are immune from suit arising from the conduct of the affairs of such cooperatives, corporations, clubs, associations or organizations. Such immunity from suit is removed when such conduct amounts to willful, wanton or gross negligence. This bill would add that such persons would be held personally liable when such willful, wanton, or gross negligence includes mishandling of funds belonging to the corporation. In addition, when found by a court to be liable for the willful, wanton, or grossly negligent mishandling of corporation funds, the court would impose a fine not to exceed $1,000 for each instance of mishandling the funds. 

Legislative History:

Actions Taken on SB3247 Action Date Actions Taken on HB3247 Action Date

P2C, ref. to S. C,L&A Comm. 2/09/2004 P2C, ref. to Judiciary 2/12/2004
Intro., P1C. 2/05/2004 P1C. 2/09/2004
Filed for intro. 2/05/2004 Intro. 2/05/2004
Filed for intro. 2/05/2004

Full Text available at: http://www.legislature.state.tn.us/bills/currentga/BILL/SB3247.pdf


Virginia

HB 1187

State Corporation Commission refunds. Authorizes the State Corporation Commission to refund any overpayment of fees, or fees collected for a document that is not accepted for filing, at any time within one year from the date of the payment of the fee. The bill adds the authorization to the Virginia Limited Liability Company Act, the Virginia Business Trust Act, the Virginia Revised Uniform Limited Partnership Act, and the Virginia Uniform Partnership Act. These acts are now consistent with the Virginia Stock and Nonstock Corporation Acts as they relate to the issue of State Corporation Commission refunds.

Legislative History

01/14/04 House: Presented & ordered printed, prefiled 01/14/04 040431158
01/14/04 House: Referred to Committee on Commerce and Labor
01/20/04 House: Reported from Commerce and Labor (22-Y 0-N)
01/22/04 House: Read first time
01/23/04 House: Read second time and engrossed
01/26/04 House: Read third time and passed House BLOCK VOTE (96-Y 0-N)
01/26/04 House: VOTE: BLOCK VOTE PASSAGE (96-Y 0-N)
01/26/04 House: Communicated to Senate
01/27/04 Senate: Constitutional reading dispensed
01/27/04 Senate: Referred to Committee on Commerce and Labor

Full Text accessible at:http://leg1.state.va.us/cgi-bin/legp504.exe?041+ful+HB1187

SB 240

Business entities; fictitious names. Eliminates the requirement that certain business entities must file a fictitious name certificate in each locality in whose jurisdiction business is transacted. A local filing will still be required for business conducted by persons or general partnerships. The bill also adds registered limited liability partnerships to the list of business entities to which the fictitious names requirements would apply.

Legislative History:

01/14/04 Senate: Presented & ordered printed, prefiled 01/13/04 047087780
01/14/04 Senate: Referred to Committee on Commerce and Labor
02/09/04 Senate: Continued to 2005 in Commerce and Labor (14-Y 0-N)

Full Text accessible at: http://leg1.state.va.us/cgi-bin/legp504.exe?041+ful+SB240


SB 538

Business Entities. Amends the Stock Corporation Act, the Nonstock Corporation Act, the Limited Partnership Act, the Limited Liability Company Act, the Business Trust Act, and the Limited Liability Partnership Act to clarify provisions relating to the reinstatement of administratively terminated entities. The changes also (i) authorize limited liability company operating agreements to provide for contractual appraisal rights, arbitration and exclusive jurisdiction, and multiple classes of members and managers; (ii) clarify the ability of limited liability companies to indemnify members, managers, and other agents; (iii) permit limited liability companies to engage in any business, purpose, or activity, regardless of whether the activity constitutes a business; and (iv) conform charging order provisions of the limited liability company, limited partnership, and partnership statutes. Also makes other technical changes to the limited liability company, partnership, and limited partnership acts.

Legislative History:

01/14/04 Senate: Presented & ordered printed, prefiled 01/14/04 047740824
01/14/04 Senate: Referred to Committee on Commerce and Labor
01/26/04 Senate: Reported from C. & L. with amendments (14-Y 0-N)
01/28/04 Senate: Constitutional reading dispensed (38-Y 0-N)
01/28/04 Senate: VOTE: CONST. RDG. DISPENSED R (38-Y 0-N)
01/29/04 Senate: Read second time
01/29/04 Senate: Reading of amendments waived
01/29/04 Senate: Committee amendments agreed to
01/29/04 Senate: Engrossed by Senate as amended SB538E
01/29/04 Senate: Printed as engrossed 047740824-E
01/30/04 Senate: Read third time and passed Senate (40-Y 0-N)
01/30/04 Senate: VOTE: PASSAGE R (40-Y 0-N)
01/30/04 Senate: Communicated to House
02/03/04 House: Placed on Calendar
02/03/04 House: Read first time
02/03/04 House: Referred to Committee on Commerce and Labor

Full Text accessible at: http://leg1.state.va.us/cgi-bin/legp504.exe?041+ful+SB538E


Washington

SB 6456

Limits personal liability for limited liability partnerships

Has had first reading and referred to Judiciary Committee on January 21, 2004

Full Text accessible at: http://www.leg.wa.gov/pub/billinfo/2003-04/Senate/6450-6474/6456_01212004.txt

SB 6617

An Act relating to penalties for corporate crimes. Finds that the penalties available to the judiciary for criminal conduct by corporations are restricted by the inability of
the judicial system to imprison a fictional person, generally leaving only temporary monetary penalties as the practical method of punishment and deterrent in cases of corporate criminal conduct. 
These penalties may not prove to be sufficient in all cases, leading to an ongoing risk of harm to public safety and welfare.

Declares an intent to expand the protections afforded Washingtonians by establishing an additional set of protections to be invoked only when existing remedies prove insufficient to end the repeated commission of felonies by a limited number of
corporations conducting intrastate business in Washington.

Current Status: First Reading on January 27, 2004. Referred to Judiciary Committee

Full Text available at: http://www.leg.wa.gov/pub/billinfo/2003-04/Senate/6600-6624/6617_01282004.txt


West Virginia

HB 4057

Proposes repealing the corporate license fee and replacing it with an annual report and registration fee to be paid by various business entities.

Introduced January 19, 2004; referred to and currently being considered in the Committee on Finance

Full Text accessible at: http://www.legis.state.wv.us/legishp.html

SB 137

A BILL to amend and reenact §11-24-3 of the code of West Virginia, 1931, as amended, relating to updating meaning of federal taxable income and certain other terms used in West Virginia corporation net income tax act by bringing them into conformity with their meanings for federal income tax purposes; and specifying effective date.

Introduced January 14, 2004; referred to the Committee on Finance.

Full Text accessible at: http://www.legis.state.wv.us/legishp.html

SB 210

A BILL to repeal §11-12C-1, §11-12C-2, §11-12C-3, §11-12C-4, §11-12C-5, §11-12C-6, §11-12C-7, §11-12C-8, §11-12C-9, §11-12C-10, §11-12C-11 and §11-12C-12 of the code of West Virginia, 1931, as amended; to amend said code by adding thereto a new section, designated §31D-5-501a; to amend and reenact §31D-14-1420 of said code; to amend and reenact §31D-15-1530 of said code; to amend said code by adding thereto a new section, designated §31E-5-501a; to amend and reenact §31E-13-1320 of said code; to amend and reenact §31E-14-1430 of said code; to amend said code by adding thereto a new section, designated §47-9-8a; to amend and reenact §47-9A-4 of said code; and to amend and reenact §59-1-2 of said code, all relating to repealing the corporate license fee; filing of an annual report by domestic and foreign corporations; annual registration fee; administrative dissolution; revocation for failure to do so; filing of an annual report by domestic and foreign nonprofit corporations; annual registration fee; administrative dissolution or revocation for failure to do so; filing of an annual report by domestic and foreign limited partnerships; annual registration fee; application of the requirement of the filing of an annual report together; annual registration fee for corporations to voluntary associations and business trusts; preserving the attorney-in-fact fee; and preserving the dedication of half of the attorney-in-fact fee to the special revenue account used for the operation of the office of the secretary of state.

Current Status: Introduced January 19, 2004; referred to the Committee on Finance

Full Text accessible at: http://www.legis.state.wv.us/legishp.html

Activity Status of Bills from Last Months’ NRAI Compliance Updates:

California Assembly bill 2000 regarding Corporations: Disclosure Statements appears to be In Senate. Read First Time. To Committee On Rules For Assignment as of January 29, 2004

Florida Senate bill 1386 regarding the Documentary Stamp Tax has been referred to agriculture; banking and insurance; finance and taxation; appropriations subcommittee on general government; appropriations as of January 16, 2004

Kentucky House Bill 221 relating to business entities creating “series” limited liability Company has been posted in the Judiciary Committee as of February 6, 2004

New York Senate Bill 226 Requiring the names and business addresses of the 10 people with the most valuable interests in a limited partnership, registered limited liability partnership, limited liability company, foreign limited liability company, foreign limited partnership, foreign limited liability partnership, professional service limited liability company or foreign professional service limited liability company to be published in a newspaper was reported from the committee of Senate Corporations, Authorities, and Commissions and ordered direct to a Third Reading on February 10, 2004.


Securities & Exchange Commission Updates

Delay on Sarbanes-Oxley on implementation of Section 404 has been hinted at but not verified.



Previous issues of the NRAI Newsletter may be found at: http://secure.nrai.com/dynamic_frame.asp?page=research 

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