NRAI Compliance Updates - February, 2005


Hello All,

Fascinating month! Not just in sheer volume of legislation but in the subject matter. Consider the very first Bill on the list, abolish the IRS and establish a national sales tax! Then there is a series of bills introduced in Connecticut dealing with corporate disclosure and responsibility that’s worth a look. There are also some very good-looking bills in the stack regarding updating statutes to deal with electronic meetings and other issues. This may be a long newsletter, but it is certainly an interesting one.

Robert K. Rowell
General Counsel


 Pending and Passed Legislation


Federal Legislation

SB 25 and HB 25

A bill to promote freedom, fairness, and economic opportunity by repealing the income tax and other taxes, abolishing the Internal Revenue Service, and enacting a national sales tax to be administered primarily by the States.

Summary: 
1/24/2005--Introduced. 
Fair Tax Act of 2005 - Repeals the income tax, employment tax, and estate and gift tax. Redesignates the Internal Revenue Code of 1986 as the Internal Revenue Code of 2005. 

Imposes a national sales tax on the use or consumption in the United States of taxable property or services. Sets the sales tax rate at 23 percent in 2007, with adjustments to the rate in subsequent years. Allows exemptions from the tax for property or services purchased for business, export, or investment purposes and for State government functions. 

Sets forth rules relating to: (1) the collection and remittance of the sales tax; and (2) credits and refunds. Allows a sales tax rebate for certain families, based on family size and income. 

Grants States the primary authority for the collection of sales tax revenues and the remittance of such revenues to the Treasury. Sets forth administrative provisions relating to: (1) the filing of monthly reports and payments of tax; (2) accounting methods; (3) registration of sellers of goods and services responsible for reporting sales; (4) penalties for noncompliance; and (5) collections, appeals, and taxpayer rights. 

Directs the Secretary of the Treasury to allocate sales tax revenues among: (1) the general revenue; (2) the old-age and survivors insurance trust fund; (3) the disability insurance trust fund; (4) the hospital insurance trust fund; and (5) the Federal supplementary medical insurance trust fund. 

Prohibits the funding of the Internal Revenue Service after FY 2009. Establishes in the Department of the Treasury: (1) an Excise Tax Bureau to administer excise taxes not administered by the Bureau of Alcohol, Tobacco and Firearms; and (2) a Sales Tax Bureau to administer the national sales tax. 

Full text available at http://thomas.loc.gov/ and search for bill S25


Alabama

HB 95

Corporations, cancellation of certain corporate charters under certain conditions, provision repealed, Section 230, Article XII, Constitution of Alabama of 1901, repealed

Under an existing provision to the Constitution of Alabama of 1901, corporate charters were cancelled for all existing charters under which a bona fide organization did not take place and where the business did not commence within 12 months from the ratification of the Constitution of Alabama of 1901, which was ratified in 1903. This bill would propose an amendment to the Constitution of Alabama of 1901, to repeal that provision. 

Full Text:

PROPOSED AMENDMENT 
Section 230 of Article XII of the Constitution of Alabama of 1901, is repealed. 

Section 2. An election upon the proposed amendment shall be held in accordance with Sections 284 and 285 of the Constitution of Alabama of 1901, as amended, and the election laws of this state. 

Section 3. The appropriate election official shall assign a ballot number for the proposed constitutional amendment on the election ballot and shall set forth the following description of the substance or subject matter of the proposed constitutional amendment

"Proposing an amendment to the Constitution of Alabama of 1901, to repeal Section 230 
of Article XII of the Constitution of Alabama of 1901, which provides for the cancellation of certain corporate charters.

This description shall be followed by the following language:

"Yes ( ) No ( )."


Bill Status: February 1, 2005 in Constitution and Elections Committee


Arkansas

SB 147

An act to increase the fees for original and renewal certificates of registration for corporations.

An act to increase the fees for original and renewal certificates of registration for corporations; and for other purposes. 

Full Text:
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF ARKANSAS: 
SECTION 1. Arkansas Code § 4-29-210(c) and (d), concerning certificates of registration for corporations, concerning is amended to read as follows: 

(c)(1) Upon receipt of the application, the board, department, or agency shall make an investigation of the corporation. 
(2) If it finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the laws of Arkansas to engage in the particular profession involved, and if no disciplinary action is pending before it against any of them, and if it appears that the corporation will be conducted in compliance with the law and the regulations of the board, department, or agency, it shall issue, upon payment of a registration fee of twenty-five dollars ($25.00) not more than one hundred dollars ($100), a certificate of registration which shall remain effective until January 1 following the date of the registration. 
(d) Upon written application of the holder, accompanied by a fee of ten dollars ($10.00) not more than one hundred dollars ($100), the board, department, or agency which originally issued the certificate of registration shall annually renew the certificate of registration if it finds that the corporation has complied with its regulations and the provisions of this subchapter.

Bill Status: January 24, 2005 referred to Committee on Insurance and Commerce

HB 1261

To Enact The Arkansas Uniform Limited Partnership Act (2005) And To Provide Transitional Rules.

Full Text Available at: http://www.arkleg.state.ar.us/ftproot/bills/2005/public/hb1261.pdf

Bill Status: January 27, 2005 Read The First Time, Rules Suspended, Read The Second Time And Referred To The Committee On Insurance & Commerce- House


California

HB 241

Mergers: certificate of satisfaction. An act to amend Section 1107.5 of, and to add Sections 6020.5, 8020.5, 12550.5, 15678.10, 16915.5, and 17554.5 to, the Corporations Code, relating to business entities.

Full Text available at: http://www.leginfo.ca.gov/pub/bill/asm/ab_0201-0250/ab_241_bill_20050207_introduced.pdf

Bill Status: February 8, 2005 From printer. May be heard in committee March 10, 2005.

SB 119

Corporations: board meetings. An act to amend Sections 307, 5211, 7211, 9211, and 12351 of the Corporations Code, relating to corporations. 

Full Text available at: http://info.sen.ca.gov/pub/bill/sen/sb_0101-0150/sb_119_bill_20050127_introduced.pdf

Bill Status: February 10, 2005 to Committee on the Judiciary

HB 339

Partnership Act of 2005.

An act to amend Section 17900 of the Business and Professions Code, to amend Sections 1113, 1152, and 1157 of, to add Chapter 1 (commencing with Section 15900) to, and to add and repeal Sections 15534 and 15724 of, the Corporations Code, relating to limited partnerships. 

Full Text available at: http://www.leginfo.ca.gov/pub/bill/asm/ab_0301-0350/ab_339_bill_20050210_introduced.pdf

Bill Status: February 13, 2005 From printer, may be heard in committee March 13, 2005.


Colorado

SB 76

Amends the "Colorado Business Corporation Act" to allow the minimum number of shareholders of a Colorado corporation necessary to take action on an issue to take the action without a meeting if the shareholders holding shares having at least the minimum number of votes necessary to approve the action at a meeting at which all shares entitled to vote on the action were present and voted, rather than all of the shareholders entitled to vote on the proposed action, consent in writing to the action without a meeting. Specifies that, if cumulative voting is allowed for the election of directors, shareholders may take action to elect or remove directors without a meeting only if all of the shareholders entitled to vote sign writings describing and consenting to the election or removal of the same directors. Specifies the period within which consent to corporate action must be received by the corporation in order to take the action and the method for determining the effective date of corporate action taken without a meeting. When a corporation acts without a meeting and without the unanimous consent of all the shareholders entitled to vote on the action, requires the corporation or shareholders taking action without a meeting to provide notice of the action to all shareholders who were entitled to vote on the action and who did not consent to the action without a meeting. 

Full Text available at: LINK 

Bill Status: February 9, 2005 Second Reading in Senate and laid over.


Connecticut

HB 5620

An act concerning stock options.

To eliminate the deduction for noncash compensation from the tax base of corporations. 

Full Text available at: http://www.cga.ct.gov/2005/tob/h/2005HB-05620-R00-HB.htm

Bill Status: January 20, 2005 Referred to Joint Committee on Finance, Revenue and Bonding 

HB 5634

An act concerning corporation business tax treatment of offshore intellectual property.

Full Text available at: http://www.cga.ct.gov/2005/TOB/h/pdf/2005HB-05634-R00-HB.pdf

Bill Status: January 20, 2005 Referred to Joint Committee on Finance, Revenue and Bonding 

HB 5637

An act making certain corporate tax returns public.

To make corporate tax filing, other than business corporations, public information. That the general statutes be amended to require that the state tax filings of corporations with annual gross receipts of over one million dollars would be made public information, enabling anyone to see how particular corporations calculate their tax liability, including income, costs, deductions and credits.

Full Text available at: http://www.cga.ct.gov/2005/tob/h/2005HB-05637-R00-HB.htm

Bill Status: January 20, 2005 Referred to Joint Committee on Finance, Revenue and Bonding

HB 5638

An act concerning unitary reporting for corporate taxes.

To enact unitary reporting for corporate taxes. 

Full Text available at: http://www.cga.ct.gov/2005/tob/h/2005HB-05638-R00-HB.htm

Bill Status: January 20, 2005 Referred to Joint Committee on Finance, Revenue and Bonding 

HB 5642 

An act concerning corporation business tax treatment of noncash compensation.

To assure that stock options and other noncash compensation expenses of corporations are not deducted from income for purposes of the corporation business tax. 

Full Text available at: http://www.cga.ct.gov/2005/TOB/h/pdf/2005HB-05642-R00-HB.pdf

Bill Status: January 20, 2005 Referred to Joint Committee on Finance, Revenue and Bonding 

HB 5941

To require corporations to pay taxes based on the larger of (1) their net income, as determined under current state law, or (2) the income reported to their investors in their SEC filings. 

Full Text available at: http://www.cga.ct.gov/2005/tob/h/2005HB-05941-R00-HB.htm

Bill Status: January 21, 2005 Referred to Joint Committee on Finance, Revenue and Bonding 

HB 5946

To require public disclosure of corporate tax credits. 

Full Text available at: http://www.cga.ct.gov/2005/TOB/h/pdf/2005HB-05946-R00-HB.pdf

Bill Status: January 21, 2005 Referred to Joint Committee on Finance, Revenue and Bonding 

HB 6063

To make sham transactions between a corporate parent and a subsidiary that have no economic benefit ineffective, and to provide a more accurate picture of a corporation's activities. 

Full Text available at: http://www.cga.ct.gov/2005/tob/h/2005HB-06063-R00-HB.htm

Bill Status: January 24, 2005 Referred to Joint Committee on Finance, Revenue and Bonding 

HB 6087

To deter state agencies from entering contracts with companies that reincorporate outside the United States. 

Full Text available at: http://www.cga.ct.gov/2005/tob/h/2005HB-06087-R00-HB.htm

Bill Status: January 24, 2005 Referred to Joint Committee on Government Administration and Elections 

HB 6148

To require that stock corporations consider the interests of their shareholders, their employees and the community when making substantial business decisions. 

Full Text available at: http://www.cga.ct.gov/2005/tob/h/2005HB-06148-R00-HB.htm

Bill Status: January 24, 2005 Referred to Joint Committee on Judiciary 


Florida

HB 595 SB 1056

Business Entities; provides definitions, requirements, criteria, & procedures for conversion of domestic corporation into another business entity; provides for appraisals of interest in certain limited liability companies; revises Fla. Revised Uniform Limited Liability Company Act; requires limited partnerships to maintain certain required information; authorizes certain business transactions of partners with partnership, etc. Amends Chs. 607, 608, 617, 620

Full Text available at: http://www.flsenate.gov/data/session/2005/Senate/bills/billtext/pdf/s1056.pdf

Bill Status: February 7, 2005, Referred To Economic Development, Trade & Banking (Cc); Civil Justice (Jc); Transportation & Economic Development Appropriations (Fc); Commerce Council


Idaho

HB 25

Relating to state income tax; amending section 63-3026a, Idaho code, to include in income derived from or relating to sources within Idaho, gains or losses realized from the sale or other disposition of a partnership interest or stock in an s corporation to the extent of the partnership's or s corporation's Idaho apportionment factor in the year preceding the year of sale; declaring an emergency and providing a retroactive effective date. 

Full Text available at: http://www3.state.id.us/oasis/H0025.html

Bill Status: February 14, 2005 in House for consideration

SB 1041

Uniform Limited Partnership Act

Relating to the uniform limited partnership act; repealing chapter 2, title 53, Idaho code; amending title 53, Idaho code, by the addition of a new chapter 2, title 53, Idaho code, to provide for the uniform limited partnership act, to provide a short title, to define terms, to provide for knowledge and notice, to provide for nature, purpose and duration of entities, to set forth powers, to provide governing law, to provide supplemental principles of law, to provide a rate of interest, to provide for names and reservation of names, to set forth effect of partnership agreements, to provide nonwaivable provisions, to set forth required information, to provide for business transactions of partners with a partnership, to provide for dual capacity, to provide for offices and agents for service of process, to provide for changes of designated offices or agents for service of process, to provide for the resignation of agents for service of process, to provide for service of process, to provide for consent and proxies of partners, to provide for the formation of limited partnerships and certificates of limited partnerships, to provide for amendment or restatement of certificates, to provide for statements of termination, to provide for the signing of records, to provide for signing and filing pursuant to a judicial order, to provide for delivery to and filing of records by the Secretary of State, to set forth effective times and dates, to provide for correcting filed records, to provide for liability for false information in filed records, to provide for certificates of existence or authorization, to provide for annual reports for the Secretary of State, to set forth provisions applicable to becoming a limited partner, to limit the right or power to bind limited partnership, to limit liability, to provide for the right to information, to set forth limited duties of limited partners, to set forth provisions applicable to persons who erroneously believe themselves to be a limited partner, to set forth provisions applicable to becoming a general partner, to provide for a general partner agent, to provide for liability, to provide for actions by and against partnerships and partners, to provide for management rights, to provide for the right to information, to set forth general standards of conduct, to provide for forms of contribution, to provide for liability for contribution, to provide for the sharing of distributions, to provide for interim distributions, to limit the right to receive distributions, to provide for distributions in kind, to provide for the right to distribution, to set forth limitations on distributions, to provide for liability 

Full Text available at: http://www3.state.id.us/oasis/S1041.html

Bill Status: January 21, 2005 to Judiciary Committee


Illinois

HB 460

Amends the General Not For Profit Corporation Act of 1986. Provides that each domestic and foreign corporation authorized to conduct affairs in the State shall file a decennial (rather than annual) report. Provides that the fee for filing a decennial (rather than annual) report of a domestic or foreign corporation shall be $50 (rather than $5).

Full Text Available at: http://www.ilga.gov/legislation/94/HB/PDF/09400HB0460lv.pdf

Bill Status: February 2, 2005 in Executive Committee


Indiana

HB 1601

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 adjusted gross income taxation, regardless of whether the limited partnership's commercial domicile is in Indiana. 

Full Text available at: http://www.in.gov/legislative/bills/2005/IN/IN1601.1.html

Bill Status: January 18, 2005 in Ways and Means Committee

HB 1673

Trademarks and service marks.

Replaces the Indiana Trademark Act with the Model State Trademark Act. Repeals obsolete provisions of the Indiana Trademark Act. 

Full Text available at: http://www.in.gov/legislative/bills/2005/HB/HB1673.2.html

Bill Status: February 14, 2005 referred to Judiciary Committee


Kansas

HB 2213

Contents of articles of incorporation.

Full Text available at: http://www.kslegislature.org/bills/2006/2213.pdf

Bill Status: January 28, 2005 Referred to Judiciary Committee


Kentucky

HB 246

Create seven new sections in KRS Chapter 275, the Kentucky Limited Liability Company Act, to authorize the creation of "series" limited liability companies; provide that the word "series" shall appear in the name of the company; provide that the written operating agreement can designate members, managers, or company interests as separate series with regard to specific property, assets, debts, liabilities, or profits or losses associated therewith, of the company; provide other structural arrangements that may be included in the written operating agreement; provide conditions under which debts, liabilities, and obligations of a series can be enforceable only against that specific series and not against other series within the company or the company generally, and conversely as against a specific series; provide creditor's rights of members associated with a series; provide for the dissolution and termination of a series limited liability company; create seven new sections in KRS Chapter 275 to authorize the creation of "special purpose" limited liability companies; provide that the words "special purpose" shall appear in the name of the company; provide that the special purpose limited liability company shall be headed by an independent member or independent manager; provide that the special purpose limited liability company shall not, without the prior written consent of the independent member or manager, institute bankruptcy or other related proceedings, or to otherwise liquidate its assets or arrange for the transfer thereof into another business entity, to provide that fiduciary and other related duties as between the independent member or manager and the members or managers do not exist; provide that restrictions in the written operating agreement on actions of members or managers without the prior written consent of the independent member of manager shall be specifically enforceable; create a new section of KRS Chapter 275 to provide that a series limited liability company may also be a special purpose limited liability company; create five new sections of KRS Chapter 275 to authorize limited liability companies to acquire corporations through a "share exchange," and to provide for a plan of share exchange, its adoption, and rights of members with respect thereto; create five new sections of KRS Chapter 275, modeled in part after KRS 273.237, 273.241, 273.303, 273.333, 273.320, and 273.327, relating to nonprofit corporations, to provide that a nonprofit limited liability company shall not issue interests, make distributions, or make loans to its members or managers; provide for the distribution of assets of a nonprofit limited liability company in the process of dissolution; provide for judicial sale of assets of a nonprofit limited liability company; provide for the involuntary dissolution of a nonprofit limited liability company; amend KRS 275.015 to include new definitions for the chapter; amend KRS 275.020 to require the organizer to name the initial manager or initial member; specify that the limited liability company begins on the date the articles of organization are filed with the Secretary of State; provide that the Secretary of State's filing of the articles of organization is proof that the organizer satisfied all conditions precedent to organization, except in proceedings by the state to cancel or revoke the organization or involuntarily dissolve the limited liability company; amend KRS 275.025 to include articles of organization requirements for nonprofit, series, and special purpose limited liability companies; create a new section of KRS Chapter 275 to place therein substantive language describing a written operating agreement in KRS 275.0125; amend KRS 275.030 to specify that members have no right to dissent from an amendment to the articles of organization unless otherwise provided in the articles or in the written operating agreement; amend KRS 275.045 to allow the Secretary of State to accept electronically transmitted documents for filing and payment of filing fees by credit or debit card; make technical amendments to KRS 275.060, relating to effective date and time of filing; make technical and conforming amendments to KRS 275.065, relating to articles of correction; make technical and conforming amendments to KRS 275.070 and KRS 275.080, relating to filing of documents with the Secretary of State; amend KRS 275.095, relating to joint and several liability for persons purporting to act for a limited liability company that is not organized, to preclude liability to any person with knowledge that the organization had not yet taken place so long as the organization took place shortly thereafter; amend KRS 275.105 to allow holders of reserved names to cancel that reservation; amend KRS 275.170 to provide that voting and quorum requirements for member or manager actions subject to review shall not include the member or manager whose action is being reviewed; amend KRS 275.175 to provide that a member has no right to dissent from an amendment to the operating agreement unless otherwise provided in the articles of organization or the written operating agreement; amend KRS 275.195 to allow persons to be admitted as members of the limited liability company and to receive an interest therein without making a contribution or a promise thereof, and to allow persons to be admitted without acquiring an interest in the LLC; make technical and conforming amendments to KRS 275.200, relating to the obligations of members to make contributions; amend KRS 275.225 to exempt reasonable compensation and payments from a bona fide retirement plan from the definition of "distribution" for the purpose of that section; amend KRS 275.240 to include a "series" limited liability company; amend KRS 275.255 to notwithstand KRS 355.9-406 and 355.9-408, relating to restrictions on assignment; amend KRS 275.285 to provide additional contingencies relating to the last remaining member or successor in interest before a limited liability company shall be dissolved; amend KRS 275.345 and KRS 275.350 to provide that members shall not have the right to dissent from a merger unless otherwise provided in the articles of organization, a written operating agreement, or an agreement and plan of merger, and to prohibit a nonprofit limited liability company from merging with any entity other than a domestic nonprofit limited liability company; create new sections of KRS Chapter 275 to allow corporations to transition to limited liability companies and establish procedures to do so.

Full Text available at: http://www.lrc.ky.gov/record/05rs/HB246/bill.doc

Bill Status: February 3, 2005 referred to Judiciary Committee

HB 247

Create two new subchapters of KRS Chapter 362, relating to partnerships, to adopt with some changes the Uniform Partnership Act, approved by the National Conference of Commissioners on Uniform State Laws in 1994 and with amendments thereto in 1997, and the Uniform Limited Partnership Act, approved by the National Conference of Commissioners on Uniform State Laws in 2001; create a new section of KRS Chapter 275, the Kentucky Limited Liability Company Act, to permit the conversion of a limited liability company to a limited partnership; amend KRS 446.010, relating to definitions for the Kentucky Revised Statutes, to provide that the word "partnership" shall include all varieties of both general and limited partnerships, unless otherwise required by the context; amend KRS 365.015, 313.310, 148.851, 164.6011, 274.005, 275.010, 292.310, 342.0011, 67.750, various sections in Title XI, relating to revenue and taxation, and various sections in KRS Chapter 154, relating to state development, to conform; and, effective January 1, 2007, repeal KRS 14.140, the Uniform Partnership Act, KRS 362.150 to 362.360, the Kentucky Revised Uniform Limited Partnership Act, KRS 362.401 to 362.525, and remaining sections of KRS Chapter 362 relating to registered limited liability partnerships, merger of various partnerships with other business entities, and suits by and against partnerships. 

Full Text available at: http://www.lrc.ky.gov/record/05rs/HB247/bill.doc

Bill Status: February 3, 2005 referred to Judiciary Committee

HB 391

Amend KRS 271B.10-010 and 271B.10-060 to allow an ordinary corporation to convert to a nonprofit, nonstock corporation under KRS Chapter 273

Full Text available at: http://www.lrc.ky.gov/record/05rs/HB391/bill.doc

Bill Status: February 14, 2005 Posted in Judiciary Committee


Maryland

HB 159

Business Entities - Recordation of Documents

Repealing a requirement that the Department of Assessments and Taxation return specified documents filed for record by specified business entities; requiring the Department to send an acknowledgment after recording specified documents and, on request, to return the documents if accompanied by a $10 fee; requiring that fees collected for a request to return specified documents be credited to a specified fund; and repealing a requirement that the Department issue and return a certificate of registration for specified foreign entities. 

Full Text available at: http://mlis.state.md.us/2005rs/bills/hb/hb0159f.pdf

Bill Status: Hearing was set for February 1, 2005 


Missouri

SB308

The act allows a corporation to apply for reinstatement after it has been dissolved. The new provisions allow a corporation to apply for reinstatement if it has been forfeited after 1978 and prior to 2000 for failure to file an annual report. 

Full Text available at: http://www.senate.mo.gov/05info/pdf-bill/intro/SB308.pdf

Bill Status: February 10, 2005 - Second Read and Referred to Senate Financial & Governmental Organizations and Elections Committee


Mississippi

HB 371

Model Business Corporation Act; reenact issuance of rights and foreign corporation withdrawal

Full Text:
House Bill 371 (As Passed the House)

AN ACT TO CODIFY SECTION 79-4-6.24, MISSISSIPPI CODE OF 1972, TO PROVIDE FOR CORPORATE ISSUANCE OF RIGHTS, OPTIONS AND WARRANTS; TO CODIFY SECTION 79-4-15.20, MISSISSIPPI CODE OF 1972, TO SET FORTH PROVISIONS RELATING TO THE WITHDRAWAL OF FOREIGN CORPORATIONS; AND FOR RELATED PURPOSES.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:

SECTION 1. The following shall be codified as Section 79-4-6.24, Mississippi Code of 1972:

79-4-6.24. (a) A corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine (i) the terms upon which the rights, options or warrants are issued, and (ii) the terms, including the consideration for which the shares or other securities are to be issued. The authorization by the board of directors to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options or warrants are exercisable.
(b) The terms and conditions of such rights, options or warrants, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer or receipt of such rights, options or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation, or by any transferee or transferees of any such person or persons, or that invalidate or void such rights, options or warrants held by any such person or persons or any such transferee or transferees.

SECTION 2. The following shall be codified as Section 79-4-15.20, Mississippi Code of 1972:

79-4-15.20. (a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.
(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4) A mailing address to which the Secretary of State may mail a copy of any process served on him under subdivision (3); 
(5) A commitment to notify the Secretary of State in the future of any change in its mailing address;
(6) That is has no outstanding claims by creditors in the state and no pending legal actions in the state; and
(7) A statement explaining the reason for withdrawal.
(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth in its application for withdrawal.

SECTION 3. This act shall take effect and be in force from and after its passage.

Bill Status: January 31, 2005 Having passed the House this bill is in the Senate and in the Judiciary Committee.

SB 403

Corporate Income Tax Reform - Combined Reporting

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 2005; etc. 

Full Text available at: http://mlis.state.md.us/2005rs/bills/sb/sb0403f.pdf

Bill Status: February 3, 2005 First reading in Budget and Taxation


Montana

HB 167

Revise frequency of delivery of business list to department of revenue

A bill for an act entitled: "an Act increasing the frequency at which the Secretary of State is required to provide a list of certain corporations, limited partnerships, limited liability companies, and limited liability partnerships to the department of revenue; and amending section 15-31-603, MCA." 

Full Text available at: http://data.opi.state.mt.us/bills/2005/billhtml/HB0167.htm

Bill Status: January 28, 2005 Revised Fiscal note printed, Transmitted to Senate January 26, 2005.

HB 229

Revise carryforward and carryback periods for corporate income tax

A bill for an act entitled: "an act revising net operating loss deductions for corporation license tax and income tax purposes; eliminating net operating loss carrybacks; reducing the time period that net operating losses may be carried forward; amending sections 15-31-103, 15-31-119, and 15-31-509, MCA; and providing an effective date and an applicability date." 

Full Text available at: http://data.opi.state.mt.us/bills/2005/billhtml/SB0229.htm

Bill Status: February 8, 2005 transmitted to House

HB 357

Require internet sales companies to maintain registered agent in Montana

A bill for an act entitled: "an act requiring foreign corporations or foreign limited liability companies that make sales by mail or the internet that exceed $25,000 in a calendar year to Montana residents to obtain a certificate of authority to transact business from the Secretary of State; requiring limited liability partnerships that make sales by mail or the internet that exceed $25,000 in a calendar year to Montana residents to register with the Secretary of State; and amending sections 35-1-1026, 35-1-1037, 35-8-1001, 35-8-1010, and 35-10-710, MCA." 

Full Text available at: http://data.opi.state.mt.us/bills/2005/billhtml/HB0357.htm

Bill Status: In Business and Labor Committee as of January 19, 2005

SB 482

A bill for an act entitled: "an act providing a code of corporate responsibility to the public; including in the duties of directors and officers of corporations a responsibility to avoid damage to the public health or safety, to the welfare of the communities in which the corporation operates, to the dignity of the corporation's employees, to human rights, and to the environment; and amending sections 35-1-418 and 35-1-443, MCA." 

Full Text available at: http://data.opi.state.mt.us/bills/2005/billhtml/SB0482.htm

Bill Status: February 14, 2005 in Judiciary Committee


Nebraska

LB 647

Provide for the filing of biennial reports by limited liability companies

A BILL FOR AN ACT relating to limited liability companies; to amend sections 21-2601 and 21-2634, Reissue Revised Statutes of Nebraska; to provide for the filing of biennial reports as prescribed; to change filing fee provisions; to harmonize provisions; and to repeal the original sections. 

Full Text available at: http://www.unicam.state.ne.us/pdf/INTRO_LB647.pdf

Bill Status: February 14, 2005 hearing in Banking, Commerce, and Insurance Committee


New Hampshire

HB 313

This bill makes a variety of changes to laws relating to the registration and dissolution of certain business entities and raises certain fees. 

Full Text available at: http://www.gencourt.state.nh.us/legislation/2005/HB0313.html

Bill Status: In Commerce Committee, Due out of Committee February 24, 2005

HB 714

This bill replaces the Uniform Partnership Act in current law with the Uniform Partnership Act (1997). 

Full Text available at: http://www.gencourt.state.nh.us/legislation/2005/HB0714.html

Bill Status: January 26. 2005 in Commerce Committee


New Mexico

SB 30

Partnership info filing requirement exemption

An act relating to taxation; exempting publicly traded partnerships from information return filing requirements pursuant to the withholding tax act. 

Full Text available at: http://legis.state.nm.us/Sessions/05%20Regular/bills/senate/SB0030.pdf

Bill Status: House Business & Industry Committee February 15, 2005

HB 320

Mandate combined corporate tax returns

An act relating to taxation; amending the corporate income and franchise tax act to mandate combined reporting; repealing a section of the NMSA 1978 pertaining to consolidated returns. 

Full Text available at: http://legis.state.nm.us/Sessions/05%20Regular/bills/house/HB0320.pdf

Bill Status: January 24, 2004 in House Business & Industry Committee


New York

A 394

Provides for the election to deem gross income of a C corporation to shareholders.

AN ACT to amend the tax law, in relation to the agricultural property tax credit under the article 9-A franchise tax and the article 22 personal income tax. 

Full Text available at: http://assembly.state.ny.us/leg/?bn=A00394&sh=t

Bill Status: January 12, 2005 referred to Ways and Means Committee

A 547

Relates to the minimum taxable income bases for the franchise tax on business corporations.

Establishes new minimum taxable income bases for the franchise tax on business 
corporations for January 1, 2006 and thereafter.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A00547&sh=t

Bill Status: January 13, 2005 referred to Ways and Means Committee

A 633

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=A00633&sh=t

Bill Status: January 18, 2005 referred to Corporations, Authorities and Commissions 

A 1075

Clarifies the publication of notice requirements for limited liability companies and partnerships.

AN ACT to amend the limited liability company law and the partnership law, in relation to clarifying certain provisions relating to the publication of notices 

Full Text available at: http://assembly.state.ny.us/leg/?bn=A01075&sh=t

Bill Status: January 27, 2005 advanced to third reading

SB 1204

AN ACT to amend the business corporation law, in relation to requiring any foreign corporation providing gambling or wagering over the inter- net to be authorized to do business in this state 

Full Text available at: http://assembly.state.ny.us/leg/?bn=S01204&sh=t

Bill Status: January 26, 2005 Referred To Racing, Gaming And Wagering Committee 


Oklahoma

SB 457

Corporations; modifying due date for annual certificate; deleting authorization to mail certain notice. Effective date.

An Act relating to corporations; amending 18 O.S. 2001, Section 2055.2, which relates to annual certificate; modifying due date for annual certificate; deleting authorization to mail certain notice to certain agent ; amending 54 O.S. 2001, Section 311.1, which relates to partnerships; modifying due date for annual certificate; deleting authorization to mail certain notice to certain agent; and providing an effective date . 

Full Text available at: http://www.lsb.state.ok.us/2005-06SB/SB457_int.rtf

Bill Status: February 8, 2005 referred to Judiciary Committee

SB 560

Corporations; modifying the Oklahoma General Corporation Act and the Oklahoma Limited Liability Company Act

An Act relating to corporations; amending 18 O.S. 2001, Sections 1006, as amended by Section 2, Chapter 255, O.S.L. 2004, 1024, 1025, as amended by Section 6, Chapter 255, O.S.L. 2004, 1027, as amended by Section 7, Chapter 255, O.S.L. 2004, 1033, 1035, 1038, as amended by Section 8, Chapter 255, O.S.L. 2004, 1081, as amended by Section 20, Chapter 255, O.S.L. 2004, 1082, as amended by Section 21, Chapter 255, O.S.L. 2004, 1090.2, as amended by Section 26, Chapter 255, O.S.L. 2004, 1090.4, 1090.5, as amended by Section 28, Chapter 255, O.S.L. 2004, 1118, 2002, as amended by Section 10, Chapter 180, O.S.L. 2003, 2005, as amended by Section 34, Chapter 255, O.S.L. 2004, 2010, as amended by Section 37, Chapter 255, O.S.L. 2004, 2034, as amended by Section 46, Chapter 255, O.S.L. 2004, 2037, as amended by Section 48, Chapter 255, O.S.L. 2004, 2054.1, as amended by Section 52, Chapter 255, O.S.L. 2004 and 2054.2, as amended by Section 53, Chapter 255, O.S.L. 2004 (18 O.S. Supp. 2004, Sections 1006, 1025, 1027, 1038, 1081, 1082, 1090.2, 1090.5, 2002, 2005, 2010, 2034, 2037, 2054.1 and 2054.2), which relate to the Oklahoma General Corporation Act and the Oklahoma Limited Liability Company Act; allowing inclusion of certain provisions in certificates of incorporation; defining term; permitting certain changes to be made in single filing; clarifying authority of certain committee; updating reference; broadening permitted forms of certain consideration; conforming language; clarifying form of certain amendments; expanding certain definition; requiring conversion notice under specified circumstances; clarifying applicability of certain federal law; clarifying nature of certain orders and allocation of certain profit and loss; clarifying continuance of certain company; permitting conversion of certain business entities; amending 54 O.S. 2001, Sections 1-901, as amended by Section 56, Chapter 255, O.S.L. 2004, 1-903, as amended by Section 58, Chapter 255, O.S.L. 2004, 1-904, as amended by Section 59, Chapter 255, O.S.L. 2004, 302, 310.1, 310.2, as amended by Section 61, Chapter 255, O.S.L. 2004 and 310.3, as amended by Section 62, Chapter 255, O.S.L. 2004 (54 O.S. Supp. 2004, Sections 1-901, 1-903, 1-904, 310.2 and 310.3), which relate to the Oklahoma Revised Uniform Partnership Act and the Oklahoma Revised Uniform Limited Partnership Act; modifying definitions; requiring certain filing for conversion of certain business entities; establishing consent of certain business entities to specified jurisdiction and service of process; and providing an effective date. 

Full Text available at: http://www.lsb.state.ok.us/2005-06SB/SB560_int.rtf

SB 964

Corporations; modifying requirements for filing of certain certificates.

An Act relating to corporations; amending 18 O.S. 2001, Section 2055.2, which relate s to annual certificate; modifying requirements for filing of certain certificate; and providing an effective date.

Full Text Available at: http://www.lsb.state.ok.us/2005-06SB/SB964_int.rtf


Pennsylvania

HB 36

An Act amending Title 15 (Corporations and Unincorporated Associations) of the Pennsylvania Consolidated Statutes, providing for outsourcing of jobs.

Full Text available at: http://www2.legis.state.pa.us/WU01/LI/BI/BT/2005/0/HB0036P0038.pdf

Bill Status: January 25, 2005 referred to Commerce Committee.


Rhode Island

SB 352

This act would provide that a corporation's registered agent may be served with civil or criminal process as required or permitted by law to be served upon the corporation. 

Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText05/SenateText05/S0352.pdf

Bill Status: February 9, 2005  Introduced, Referred To Senate Judiciary Committee


South Dakota

SB 144

An Act to limit the personal liability of persons in professional corporations and limited liability companies. 

Full Text available at: http://legis.state.sd.us/sessions/2005/bills/SB144SJU.pdf

Bill Status: February 14, 2005 Senate Do Pass Amended Passed, YEAS 32, NAYS 2. S.J. 475

SB 146

An Act to limit the time for bringing actions against certain professional corporations and professional practitioners.

Full Text available at: http://legis.state.sd.us/sessions/2005/bills/SB146p.pdf

Bill Status: February 14, 2004 placed on Judiciary Committee Consent Calendar


Tennessee

HB 86

Corporations, For Profit - Enacts the "Professional Service Corporation Act of 2005." - Amends TCA Title 48, Chapter 101.

Full Text available at: http://www.legislature.state.tn.us/bills/currentga/BILL/HB0086.pdf

Bill Status: January 31, 2005, Introduced and passed first consideration

SB 421 HB 1121

Business Organizations - Enacts the "Tennessee Revised Limited Liability Company Act." - Amends TCA Title 48.

Full Text available at: http://www.legislature.state.tn.us/bills/currentga/BILL/SB0421.pdf

Bill Status: February 7, 2005 Passed Second Consideration Referred To Senate C,L&A Comm.

SB 1224

Corporations, For Profit - Increases length of validity for proxy appointment for corporate shareholder voting purposes from 11 months to one year. - Amends TCA Title 48.

Full Text available at: http://www.legislature.state.tn.us/bills/currentga/BILL/SB1224.pdf

Bill Status: February 7, 2005 Passed Second Consideration Caption Bill, Held On Desk - Pending Amendment.


Texas

HB 1005

Relating to the repeal of the franchise tax. 

Full Text available at: http://www.capitol.state.tx.us/tlo/79r/billtext/HB01005I.HTM

Bill Status: February 14, 2005 referred to Ways and Means Committee


Utah

HB 78

Corporate Franchise and Income Tax Amendments

This bill amends the Corporate Franchise and Income Taxes chapter relating to the minimum tax, tax rates, and apportionment of income. 

Full Text available at: http://www.le.state.ut.us/~2005/bills/hbillamd/hb0078.pdf

Bill Status: February 7, 2005 substituted with amended version

SB 215

This bill modifies the Financial Institutions Act to address limited liability companies. 

Full Text available at: http://www.le.state.ut.us/~2005/bills/sbillamd/sb0215s01.pdf

Bill Status: February 11, 2005 place on Calendar for second reading


Virginia

SB 1228

Updates the Virginia Stock Corporation Act to incorporate refinements to the Revised Model Business Corporation Act that have been adopted by the Business Law Section of the American Bar Association since its Model Act was enacted by Virginia. Substantive changes include permitting several corporate actions to be taken electronically; confirming that provisions in corporate documents filed with the State Corporation Commission may be made dependent on statistical or market indices or other objectively ascertainable facts; making the process for amending articles of incorporation more flexible; streamlining the process for combining corporations with other types of business entities; expanding situations where a shareholder can exercise appraisal rights; revising the test for determining whether a sale of corporate assets requires shareholder approval; establishing a shareholder buy-out alternative to court-ordered dissolution; and establishing a process for resolving contingent liabilities of a dissolving corporation.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?051+ful+SB1228E

Bill Status: January 27, 2005 Printed as Engrossed.


Wyoming

HB 16

AN ACT relating to business corporations; providing for electronic meetings; and providing for an effective date. 

Full Text available at: http://legisweb.state.wy.us/2005/enroll/hb0016.pdf

Bill Status: February 3. 2005 Senate Corporations, Elections & Political Subdivisions Recommended Do Pass


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

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About NRAI
 

National Registered Agents, Inc. (NRAI) is a professional Registered Agent for new and established business entities. NRAI is fully licensed to maintain Registered Office and receive legal process for companies throughout the United States and around the globe.

 

The NRAI Network encompasses 23 operating affiliates, with more than 400 associates, and 36 offices nationwide. The Network is focused on providing comprehensive corporate and public record information, research, retrieval, filing, and corporate services for both law firms and corporate legal departments.

 
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