NRAI Compliance Updates - February, 2006

HB 380 Electronic Shareholder Proxies

Under existing law, shares of a corporation may be voted by a shareholder in person or by proxy appointed by signing an appointment either personally or by the shareholder's attorney-in-fact. This bill would amend Section 10-2B-1.40, Code of Alabama 1975, to define electronic transmission for purposes of the Alabama Business Corporation Act. This bill would also amend Section shareholders to appoint proxies electronically, including by submission through the internet. Also, under existing law, if the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. This bill would amend Section 10-2B-7.24, Code of Alabama 1975, to allow corporations to accept votes electronically, including by submission through the internet.

Full Text available at: http://www.legislature.state.al.us/ALISHome.html and search for HB380

Current Bill Status: Passed House, February 9, 2006 in Senate Finance and Taxation General Fund Committee

SB 281 Electronic Shareholder Proxies

Business Corporation Shareholder Voting Modernization Act, corporations, voting by shareholders, use of electronic transmission over the Internet to appoint proxies authorized, Secs. 10-2B-1.40, 10-2B-7.22, 10-2B-7.24 am'd.

Under existing law, shares of a corporation may be voted by a shareholder in person or by proxy appointed by signing an appointment either personally or by the shareholder's attorney-in-fact. This bill would amend Section 10-2B-1.40, Code of Alabama 1975, to define electronic transmission for purposes of the Alabama Business Corporation Act. This bill would also amend Section shareholders to appoint proxies electronically, including by submission through the internet. Also, under existing law, if the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. This bill would amend Section 10-2B-7.24, Code of Alabama 1975, to allow corporations to accept votes electronically, including by submission through the internet.

Full Text available at: http://www.legislature.state.al.us/ALISHome.html and search for SB281.

Current Bill Status: February 9, 2006 Read for the second time and placed on the calendar

Arizona

HB 2273 Corporate, LLC, Non-profit changes

·          Limits the use of the terms bank, deposit, credit union, trust and trust company to only those companies in the business of providing such services.  Conforms both Title 10 (Corporations and Associations) and Title 29 (Partnerships) of the Arizona Revised Statutes.

·          States the statutory agent appointed by the corporation, foreign corporation, nonprofit corporation, or foreign nonprofit corporation is the representative agent upon whom service of process, notice or demand is required or permitted by law.  Further, stipulates the position of the ACC as an agent of the corporation on whom process, notice or demand may be lawfully served if a corporation fails to appoint or maintain an agent at the address on file.  Outlines ACC duties when service is made upon the ACC, including the requirement to maintain a permanent record.  This repeals and re-writes these sections of law.

·          Conforms Electric Cooperative Nonprofit Membership Corporations and the Nonprofit Electric Generation and Transmission Cooperative Corporations statutes to the new corporate standard, which requires the name to be distinguishable from the name of any other cooperative or corporation.

·          Re-writes the language allowing any person to advance monies to the ACC in order to pay fees that are required for future filings and services.  This change reconciles two versions of ARS 10-3122 that were passed during the 2005 legislative session, but could not be blended (Laws 2005, Chapters 253 and 262). 

·          Increases the penalty from a Class 5 to a Class 4 Felony (2.5 yrs/$150,000 fine), for any person who knowingly files false documents, or who fails or refuses to answer interrogatories issued by the ACC.  This provision conforms the Nonprofit Corporations statutes to those of the Corporations statutes.

·          Defines executed and filing.  Replaces the term registered office with the term known place of business.

·          Eliminates the requirement for a limited liability company to include the entity’s original filing date on Articles of Organization amendments or for purposes of dissolution.

·          Makes numerous technical and clarifying changes to conform Title 10 and Title 29 of the Arizona Revised Statutes.

Full Text available at: http://www.azleg.state.az.us/legtext/47leg/2r/bills/hb2273h.pdf

Current Bill Status: Passed House, February 6, 2006 Sent to Senate

HB 2327 Share Certificates, Certificated and Uncertifcated

Title 10, Section 626, Arizona Revised Statutes, allows the board of directors of a corporation to authorize the issuance of some or all of the shares of its classes without certificates; however, every shareholder is entitled, upon request, to receive a certificate that complies with the requirements of law.  Regardless, within a reasonable amount of time after the issuance or transfer of shares without certificates, statute requires the corporation to send a written statement to the shareholder with all pertinent information otherwise required on the certificate.

HB 2327 strikes statutory language to require a corporation to issue a certificate for shares. 

Full Text available at:  http://www.azleg.state.az.us/legtext/47leg/2r/bills/hb2327p.pdf

Current Bill Status: January 23, 2006 Read second time in House

HB 2503 Corporate Income Tax

An Act amending section 43-1111, Arizona Revised Statutes; relating to a reduction in  corporate income tax rates.

Full Text available at: http://www.azleg.state.az.us/legtext/47leg/2r/bills/hb2503p.pdf

Current Bill Status:  January 18, 2006 Read second time in House.

California

SB 1183 Supermajority Vote

Corporations: foreign corporations: supermajority vote. An act to amend Sections 191 and 710 of the Corporations Code, relating to corporations.

Full Text available at: http://info.sen.ca.gov/pub/bill/sen/sb_1151-1200/sb_1183_bill_20060118_introduced.pdf

Current Bill Status: January 26, 2006 to Judiciary Committee.

SB 1207 Election of Directors

Corporations: contested and uncontested elections of directors. An act to amend Section 708 of, and to add Section 708.5 to, the Corporations Code, relating to corporations.

Full Text available at: http://info.sen.ca.gov/pub/bill/sen/sb_1201-1250/sb_1207_bill_20060126_introduced.pdf

Current Bill Status:  February 2, 2006 Re-referred to Committees on Banking, Finance & Insurance, and  Judiciary.

Connecticut

HB 5056 Annual Report Filings

To encourage the electronic filing of annual business reports with the Secretary of the State.

Full Text available at: http://www.cga.ct.gov/2006/TOB/h/pdf/2006HB-05056-R00-HB.pdf

Current Bill Status:  February 9, 2006 Referred to Joint Committee on Government Administration and Elections.

Delaware

SB 249 Bank Franchise Tax

In an effort to promote economic development in our State, this Act amends the Delaware Bank Franchise Tax. In so doing, it permits banks to elect into an alternative bank franchise system, allowing banks with multi-state operations to pay tax on income apportioned among the states in which they do business. The optional tax provided by this Act includes a three-factor apportionment for income tax, plus a location benefit tax reflecting the value utilizing Delaware’s banking laws and bank system.

Full Text available at: http://www.legis.state.de.us/LIS/lis143.nsf/vwLegislation/SB+249/$file/legis.html?open

Current Bill Status: January 24 2006 signed by Governor.

Florida

SB 1818 Annual Corporate Filing Fee

Revises amount of fee for filing annual report; deletes supplemental corporate fee; repeals provision re: supplemental corporate fee; conforms cross-reference. Amends 607.0122,   620.1109; repeals 607.193.  EFFECTIVE DATE: 01/01/2007.

Full Text available at: http://www.flsenate.gov/data/session/2006/Senate/bills/billtext/pdf/s1818.pdf

Current Bill Status: February 8, 2006 Filed.

Georgia

SB 469 Bankruptcy Order of Relief

A BILL to be entitled an Act to amend Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships, and associations, so as to provide for the updating of provisions relating to corporations, partnerships, and associations; to provide confirmation when an order for relief with respect to a corporation has been entered pursuant to the federal Bankruptcy Code of the power and authority of such corporation to take action pursuant to the decree of order or the court or judge in such bankruptcy proceedings; to provide that a board of directors can commit a corporation to submit a matter for shareholder approval even if the board of directors subsequently determines to recommend against it later; to correct cross-references; to provide for related matters; to repeal conflicting laws; and for other purposes.

Full Text available at: http://www.legis.state.ga.us/legis/2005_06//versions/sb469_Committee_sub_LC_29_2198S_4.htm

Current Bill Status: February 9, 2006 Senate Committee favorably reported.

Hawaii

SB 2276/HB 2313 Technical Corrections

Clarifies and corrects ambiguities and errors in Hawaii's business registration laws.

Full Text available at: http://www.capitol.hawaii.gov/sessioncurrent/bills/SB2276_.pdf

Current Bill Status: January 27, 2006 referred to Senate Committee on Commerce, Consumer Protection, and Housing.

SB 3032 Responsible Business Corporation Act

Authorizes the incorporation of companies under the proposed Responsible Business Corporation Act for corporations that consider the public's interest in doing business.

Full Text available at:  http://www.capitol.hawaii.gov/sessioncurrent/bills/SB3032_.pdf

Current Bill Status: February 7, 2006 referred to Senate Committee on Commerce, Consumer Protection, and Housing.

Idaho

HB 445 Tax

Relating to income taxes; amending section 63-3022l, Idaho code, to define "pass-through entity," "member" of pass-through entities and "nonresidents," to authorize composite returns for members of pass-through entities, to revise application, to require withholding of state income tax from specified payments made to certain nonresident members of pass through entities and to apply the highest individual rate rather than the corporate tax rate in certain cases of failure to file or pay tax; declaring an emergency and providing retroactive application.

Full Text available at: http://www3.state.id.us/oasis/H0445.html

Current Bill Status: January 24, 2006 referred to House Revenue and Taxation

SB 1256 Uniform Limited Partnership Act provisions

Repeals and adds to existing law to provide for the Uniform Limited Partnership Act; to define terms; to provide for knowledge and notice; to set forth powers; to provide governing law; to provide a rate of interest; to provide for names and reservation of names; to set forth effect of partnership agreements; 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 service of process; to provide for consent and proxies of partners; to provide for the formation of limited partnerships; to provide for delivery and filing of records by the Secretary of State; to provide for liability for false information in filed records; to provide for annual reports; to limit the right or power to bind limited partnerships; to limit liability; to provide for the right to information; to set forth provisions applicable to becoming a general partner; to provide for a general partner agent; to set forth general standards of conduct; to provide for forms of contribution; to provide for distributions; to provide for dissociation of persons as limited partners; to provide for winding up of the partnership; to provide for the disposition of assets; to set forth governing law for foreign limited partnerships; to provide for conversions and mergers; to set forth provisions applicable to the Electronic Signatures in Global and National Commerce Act; and to provide for application to existing relationships.

Full Text available at: http://www3.state.id.us/oasis/S1256.html#billtext

Current Bill Status: February 3, 2006 passed House, In Senate Business Committee

Illinois

HB 4803 Decennial Report

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/09400HB4803lv.pdf

Current Bill Status: February 7, 2006 sent to Judiciary I Civil Law Committee

HB 5376 BCA and LLC Act changes

Amends the Business Corporation Act of 1983. Requires that fair value (instead of just value) be paid for a fractional share that is paid in cash. Defines "fair value". Provides that, in the list of those who can make a determination for purposes of indemnification of a present or former director, officer, employee or agent in a particular case, the determination shall be by a committee of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum, designated by a majority vote of the directors (instead of a committee of directors designated by a majority vote of the directors). Amends the Limited Liability Company Act. Provides that the operating agreement may not contain any provision inconsistent with the voting provisions in the listed Section. Limits situations in which a person may vote to ratify or approve matters.

Full Text available at: http://www.ilga.gov/legislation/94/HB/PDF/09400HB5376lv.pdf

Current Bill Status: February 7, 2006 Assigned to Consumer Protection Committee.

Indiana

HB 1306 Conversions etc.

Changes the name of the corporate law survey commission to the business law survey commission. Permits the execution of certain documents by an attorney in fact. Provides that distributions by a corporation or limited liability company do not include reasonable compensation, retirement payments, or guaranty payments. Provides for conversion of certain domestic or foreign entities to certain other entities. Specifies the rights of access of members to records or information of a limited liability company. Specifies the procedure for revocation of dissolution by a limited liability company.

Full Text available at: http://www.in.gov/legislative/bills/2006/HB/HB1306.1.html

Current Bill Status: February 2, 2006 First reading: referred to Committee on Judiciary

Kansas

HB 2791 Search Warrants

Search warrants executed on foreign corporations; Kansas corporations complying with search warrants issued by another state; for corporations that provide electronic communication services or remote computing services

Full Text available at: http://www.kslegislature.org/bills/2006/2791.pdf

Current Bill Status: February 2, 2006 referred to Judiciary Committee.

SB 424 Business Ownership Registration Act

This Bill would implement the Business Ownership Registration Act, which requires any person who transacts business in the state to file a business ownership name statement with the county clerk of the county where the business is located. The bill requires all general partners for partnerships and trustees for business trusts to include their names on the business ownership name statement. Limited liability companies and corporations would be required to file a business ownership name statement with the name that appears on the articles of organization or articles of incorporation. The bill would require the Secretary of State to create the form used by businesses to file a business ownership name statement.

Full Text available at: http://www.kslegislature.org/bills/2006/424.pdf

Current Bill Status: January 24, 2006 referred to Commerce Committee.

Kentucky

HB 295 Alternative Minimum Tax Calculation

Amend KRS 141.040 to provide an exclusion from the alternative minimum calculation for corporations with income factors below specified thresholds; effective for tax years ending on or after December 31, 2006.

Full Text available at: http://www.lrc.ky.gov/record/06RS/HB295/bill.doc

Current Bill Status: January 11, 2006 referred to Appropriations and Revenue Committee.

HB 349 Business Entities

AN ACT relating to business entities.

     Create new sections of KRS Chapter 275 to authorize limited liability companies to acquire corporations through a "share exchange," and 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; 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; amend KRS 275.050 to require additional forms to be designed by the Secretary of State; amend KRS 275.055 to provide set fees for additional ministerial functions of the Secretary of State; 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 275.100 to provide that KRS Chapter 275 shall not control the use of assumed names; 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 275.185 to allow operating agreements to set conditions on use of an LLC's records or information; 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 275.255 to provide that certain restrictions on assignments be enforceable notwithstanding KRS 355.9-406 and 355.9-408; 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 275.190 to provide for amendments to an LLC's annual report; amend KRS 275.295 to add provisions relating to dissolution and reinstatement of LLCs; amend KRS 275.345 and 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; amend KRS 275.400 to reflect new terminology relating to real and assumed names; amend KRS 275.405 to specify that the Commonwealth may not regulate the inspection of the records of foreign LLCs; amend KRS 275.410 to add provisions relating to real and assumed names of Foreign LLCs; create new sections of KRS Chapter 275 to allow corporations to transition to limited liability companies and establish procedures to do so; amend KRS 141.010 to conform.

Full Text available at: http://www.lrc.ky.gov/record/06RS/HB349/bill.doc

Current Bill Status: January 23, 2006 Reassigned to Judiciary Committee

HB 350 Business Entities

Amend various statutes in KRS Chapter 271B, relating to corporations, and other chapters of the Kentucky Revised Statutes relating to charitable entities and non-stock, nonprofit entities to provide a structure for corporate plans or documents that are dependent upon outside facts; increase the numbers of corporate forms the Secretary of State may provide; set fees for additional filings; provide for electronic return of unfiled corporate documents; clarify where notice to certain corporations may be served; modify the provisions relating to real, fictitious, and assumed names; delineate the authority of the Secretary of State to regulate foreign corporations; allow amendments to be filed to annual reports; make technical corrections; include non-codified language declaring that the amendments to KRS 271B.6-210, 271B.6-230, 271B.7-040, 271B.7-280, and 271B.8-080, as provided for in 2002 Ky Acts, ch. 102, secs. 10, 11, 15, 18, and 19 respectively, are and were effective as of November 15, 2002; repeal KRS 274.087.

Full Text available at: http://www.lrc.ky.gov/record/06RS/HB350/bill.doc

Current Bill Status: January 23, 2006 Reassigned to Judiciary Committee

HB 364 Pass Through Entities

Amend KRS 141.010 to add definitions and change the definition of corporation; amend KRS 141.0205 to recognize change in corporation tax credits; amend KRS 141.040 to change the method of taxing pass-through entities; amend KRS 141.120 to change apportionment for corporations owning pass-through entities; amend KRS 141.200 to allow previously consolidated groups to opt out of that consolidation, and change language to agree with the new definitions; amend KRS 141.205 to extend prohibited related party transactions to apply to newly defined entities, and allow management fees that are for recognized business purposes and are equivalent to arms-length; amend KRS 141.206 to recognize pass-through entities in apportionment methods; require withholding on distributive share of net income of all nonresidents who do not consent to personal jurisdiction for tax purposes; require inclusion of a pass-through entity's gross receipts or gross profits in determining the alternative minimum calculation of a corporate owner; amend KRS 141.208 to tax limited liability companies as they are treated for federal tax purposes; amend KRS 141.420 to treat distributions of corporations and pass-through entities in the same manner as for federal purposes; amend KRS 141.347, 141.400, 141.401, 141.403, 141.405, 141.407, 141.414, and 141.415 to conform; amend KRS 141.990 to provide a safe harbor for corporation declaration payments; EFFECTIVE for tax years beginning on or after January 1, 2006 unless specified for earlier tax years in certain provisions.

Full Text available at: http://www.lrc.ky.gov/record/06RS/HB364/bill.doc

Current Bill Status: January 18, 2006 referred to Appropriations and Revenue Committee

Maryland

HB 636 Annual Report Fees

Altering the fees paid by specified business entities to file an annual report with the State Department of Assessments and Taxation; requiring that a specified part of the filing fees paid by specified business entities be credited to a specified fund for a specified purpose; applying the Act.

Full Text available at: http://mlis.state.md.us/2006rs/bills/hb/hb0636f.pdf

Current Bill Status: February 2, 2006 in Economic Matters Committee.

HB 708/SB 736 LLC Summonses

Authorizing a clerk of court, if a charging document is filed against a specified limited liability company, to issue a summons to the limited liability company in the company name to appear at court to answer the charging document; establishing that, if a sheriff or other officer returns a summons in a specified manner, the limited liability company to whom the summons was issued shall be considered as in court and as appearing to the charging document.

Full Text available at: http://mlis.state.md.us/2006rs/bills/hb/hb0708f.pdf

Current Bill Status: February 6, 2006 First Reading in Judiciary Committee.

HB 1035 Worker’s Compensation Liability

Providing that a specified officer of a corporation that does not have sufficient assets to satisfy workers' compensation awards and assessments owed by the corporation is jointly and severally liable for those payments; and providing that a specified member of a limited liability company that does not have sufficient assets to satisfy workers' compensation awards and assessments owed by the company is jointly and severally liable for those payments.

Full Text available at: http://mlis.state.md.us/2006rs/bills/hb/hb1035f.pdf

Current Bill Status: February 9, 2006 First Reading in Economic Matters Committee.

HB 1084 Annual Report Fees

Altering the fees paid by Maryland corporations to file an annual report with the State Department of assessments and Taxation; and applying the Act.

Full Text available at: http://mlis.state.md.us/2006rs/bills/hb/hb1084f.pdf

Current Bill Status: February 9, 2006 First Reading in Economic Matters Committee.

HB 1269 Deductible Interest Expenses

Providing an exception to a requirement that otherwise deductible interest expenses and intangible expenses paid by a corporation to related entities must be added to the federal taxable income to determine Maryland modified income under specified circumstances, if during the same taxable year the corporation making the payment directly or indirectly received the interest expense or intangible expense from a person who is not a related member; and applying the Act to tax years after 2006.

Full Text available at: http://mlis.state.md.us/2006rs/bills/hb/hb1269f.pdf

Current Bill Status: February 10, 2006 First reading in Ways and Means Committee.

SB 151/HB 1242 Annual Report Fees

Altering the fees paid by specified business entities to file an annual report with the State Department of Assessments and Taxation.

Full Text available at: http://mlis.state.md.us/2006rs/bills/sb/sb0151f.pdf

Current Bill Status: January 19,, 2006 First Reading Judicial Proceedings.

SB 319 Business Trusts

Altering definitions to clarify that a business trust not taxed as a corporation is subject to a specified tax imposed on pass-through entities; and applying the Act to tax years after 2005.

Full Text available at: http://mlis.state.md.us/2006rs/bills/sb/sb0319f.pdf

Current Bill Status: January 26, 2006 in Budget and Taxation Committee.

Michigan

SB 957 Tax

AN ACT to amend 1975 PA 228, entitled "An act to provide for the imposition, levy, computation, collection, assessment and enforcement, by lien or otherwise, of taxes on certain commercial, business, and financial activities; to prescribe the manner and times of making certain reports and paying taxes; to prescribe the powers and duties of public officers and state departments; to permit the inspection of records of taxpayers; to provide for interest and penalties on unpaid taxes; to provide exemptions, credits, and refunds; to provide penalties; to provide for the disposition of funds; to provide for the interrelation of this act with other acts; and to provide an appropriation," by amending section 36 (MCL 208.36), as amended by 1995 PA 284.

Full Text available at: http://www.legislature.mi.gov/documents/2005-2006/billenrolled/Senate/pdf/2006-SNB-0957.pdf

Current Bill Status: Vetoed by Governor February 3, 2006.

Minnesota

HB 2579 Corporate Franchise Tax

A bill for an act relating to corporate franchise taxation; providing a throwback sales rule; amending Minnesota Statutes 2004, section 290.191, subdivision 5.

Full Text available at: http://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=H2579.0.html&session=ls84

Current Bill Status: January 19, 2006 introduced and referred to Taxes Committee.

Mississippi

HB 774 Uniform Partnership Law

AN ACT TO CONSTITUTE THE MISSISSIPPI UNIFORM PARTNERSHIP LAW; TO AMEND SECTION 1207, CHAPTER 458, LAWS OF 2004, TO EXTEND THE REPEALER ON THE MISSISSIPPI UNIFORM PARTNERSHIP LAW; AND FOR RELATED PURPOSES.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2006/html/HB/0700-0799/HB0774PS.htm

Current Bill Status: January 20, 2006 passed House, In Senate Judiciary Committee

HB 1388 State Tax, Retailers Permit

AN ACT TO INCREASE TO 10% THE AMOUNT OF STOCK THAT AN OFFICER OF A CORPORATION APPLYING FOR AN ON-PREMISES RETAILER'S PERMIT MUST OWN IN ORDER FOR THE STATE TAX COMMISSION TO REQUIRE PERSONAL FINANCIAL INFORMATION FROM SUCH OFFICER; TO INCLUDE BUSINESS ENTITIES FORMED AS LIMITED LIABILITY COMPANIES IN THE LOCAL OPTION ALCOHOLIC BEVERAGE CONTROL LAW; AND FOR RELATED PURPOSES.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2006/html/HB/1300-1399/HB1388PS.htm

Current Bill Status: Passed House, January 30, 2006 Referred To Senate Finance Committee.

SB 2592 Public Corporations

AN ACT TO AMEND SECTION 79-4-1.40, MISSISSIPPI CODE OF 1972, TO ENACT A DEFINITION OF "PUBLIC CORPORATION"; TO CREATE NEW SECTION 79-4-1.43, MISSISSIPPI CODE OF 1972, TO ENACT A DEFINITION FOR "QUALIFIED DIRECTOR"; TO AMEND SECTION 79-4-7.32, MISSISSIPPI CODE OF 1972, TO CLARIFY PROVISIONS CONCERNING AGREEMENTS AMONG SHAREHOLDERS OF A CORPORATION THAT GOES PUBLIC; TO AMEND SECTION 79-4-7.44, MISSISSIPPI CODE OF 1972, TO REVISE PROVISIONS RELATING TO DISMISSAL OF A DERIVATIVE ACTION UPON MOTION OF A CORPORATION; TO AMEND SECTION 79-4-8.50, MISSISSIPPI CODE OF 1972, TO REVISE DEFINITIONS DEALING WITH INDEMNIFICATION; TO AMEND SECTION 79-4-8.53, MISSISSIPPI CODE OF 1972, TO REVISE THE ADVANCEMENT OF EXPENSES IN INDEMNIFICATION; TO AMEND SECTION 79-4-8.55, MISSISSIPPI CODE OF 1972, TO REVISE THE DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION; TO AMEND SECTION 79-4-8.60, MISSISSIPPI CODE OF 1972, TO REVISE DEFINITIONS DEALING WITH A DIRECTOR'S CONFLICTS OF INTEREST; TO AMEND SECTION 79-4-8.61, MISSISSIPPI CODE OF 1972, TO CLARIFY WHEN A DIRECTOR'S ACTIONS ARE NOT SANCTIONABLE; TO AMEND SECTION 79-4-8.62, MISSISSIPPI CODE OF 1972, TO CLARIFY DISCLOSURE REQUIRED OF A DIRECTOR CONCERNING A CONFLICTING INTEREST; TO AMEND SECTION 79-4-8.63, MISSISSIPPI CODE OF 1972, TO REVISE REQUIREMENTS NECESSARY FOR SHAREHOLDER APPROVAL OF A DIRECTOR'S CONFLICTING INTEREST TRANSACTION; TO CREATE NEW SECTION 79-4-8.70, MISSISSIPPI CODE OF 1972, TO SPECIFY EQUITABLE RELIEF AVAILABLE TO A CORPORATION FOR A DIRECTOR'S UTILIZATION OF A BUSINESS OPPORTUNITY; TO AMEND SECTIONS 79-4-14.31 AND 79-4-14.34, MISSISSIPPI CODE OF 1972, TO CLARIFY THE PROCEDURE FOR DISSOLUTION OF A NONPUBLIC CORPORATION; AND FOR RELATED PURPOSES.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2006/html/SB/2500-2599/SB2592PS.htm

Current Bill Status: February 10, 2006 passed House, in Senate referred to Corrections.

Missouri

HB 1315 Search Warrants, Business Records

To amend chapter 542, RSMo, by adding thereto one new section relating to search warrants.

This bill changes the laws regarding search warrants.  In its

main provisions, the bill:

(1)  Establishes procedures for search warrants where

notification of the existence of the search warrant causes an

adverse result including danger to the life or physical safety of

an individual, flight from prosecution, the destruction or

tampering with evidence, the intimidation of witnesses, or

serious jeopardy to an investigation;

(2)  Specifies that records sought under the search warrant be

produced within five business days of receipt;

(3)  Requires a showing of good cause by a foreign corporation

that an extension of time will not cause an adverse result;

(4)  Specifies that any attempt made to quash the warrant must be

made in the court that issues the warrant within the time

required for production of records;

(5)  Requires Missouri corporations providing electronic

communication services, when served with a warrant from another

state, to produce records pertaining to customer identification,

data stored by or on behalf of the customer, the customer's usage

of those services, or the destination or content of the

communications as if the warrant had been issued by a Missouri

court; and

(6)  Gives immunity to Missouri corporations providing records

sought under a search warrant as specified in the bill.

Full Text available at: http://www.house.mo.gov/bills061/biltxt/intro/HB1315I.htm

Current Bill Status:  February 2, 2006 - Referred: Crime Prevention and Public Safety

HB 1524 Corporate Registration Report

This bill allows a corporation to change the month of its corporate registration report by designating the desired month and paying an additional $20 fee.  Beginning January 1, 2007, a corporation will also be allowed to file a corporate registration report on a biennial basis.  Corporations incorporated in an even-numbered year may only file a report in an even-numbered year, and corporations incorporated in an odd-numbered year may only file a report in odd-numbered years.  The fee for filing the biennial report will be $80 if filed in a written format and $30 for an electronic format.  Any corporation filing a biennial report must maintain the registration for two years, but may choose to file an annual registration in subsequent years.

Full Text available at: http://www.house.mo.gov/bills061/biltxt/intro/HB1524I.htm

Current Bill Status: February 2, 2006 referred to Judiciary Committee.

HB 1619 Franchise Tax Rates

To repeal section 147.010, RSMo, and to enact in lieu thereof one new section relating to annual franchise tax rates.  This bill changes the annual franchise tax rates and income

threshold amounts for corporations beginning with tax year 2007.

By tax year 2011, the tax rate will be zero

Full Text available at: http://www.house.mo.gov/bills061/biltxt/intro/HB1619I.htm

Current Bill Status: February 9, 2006 referred to Ways and Means Committee.

HB 1727 Tax Disclosure

To amend chapter 351, RSMo, by adding thereto one new section relating to corporate tax disclosures. Requires corporations to file an annual tax disclosure statement.

Full Text available at: http://www.house.mo.gov/bills061/biltxt/intro/HB1727I.htm

Current Bill Status: February 9, 2006, introduced and read first time.

SB 845 Reinstatement after Administrative Dissolution

This act allows the Secretary of State to waive reinstatement fees and procedures otherwise required for reinstatement, in the event that a corporation was administratively dissolved due to a failure to file an annual registration report, if the secretary of state concludes that the failure was due to military service. In such a circumstance, the secretary of state shall waive all late fees for all required filings, cancel the certificate of dissolution, and reinstate the corporation.

Full Text available at: http://www.senate.mo.gov/06info/pdf-bill/intro/SB845.pdf

Current Bill Status:  January 17, 2006 - Second Read and Referred to Senate Judiciary and Civil & Criminal Jurisprudence Committee

SB 875 Corporate Registration Report

This act allows a corporation to change the filing month for its corporate registration report in return for an additional $20 filing fee. Corporations may also opt to file the corporate registration report biennially rather than annually. The filing fee for choosing this option will be twice the fee currently required for filing annually. The Secretary of State may collect an additional $10 fee, for deposit in the Secretary of State technology fund, for each biennial report. If the corporate registration report is not filed within 90 days, the Secretary of State may proceed with corporate dissolution. This act includes a provision that grants the Secretary of State the authority to establish a premium and expedited services program. These services allow customers to purchase services that guarantee rapid processing on filings or other special handling. A limited liability corporation may electronically file its original articles of incorporation for a fee of $45 rather than the $100 currently required for paper filings.

Full Text available at: http://www.senate.mo.gov/06info/pdf-bill/intro/SB875.pdf

Current Bill Status: January 19, 2006 - Second Read and Referred Senate Judiciary and Civil & Criminal Jurisprudence Committee

SB 1010 LLC Wage Withholding

This act defines responsible persons for limited liability companies for the purposes of withholding and paying taxes. Responsible persons of a limited liability company where the management of the company is vested in managers, shall be those managers. In a limited liability company where management is not vested in managers, a responsible person shall be a responsible member as indicated in the company's articles of organization or one who has direct control, supervision, or responsibility for filing returns or payments.

Under the act, members of a limited liability company shall not be liable for taxes solely based on such member's membership in the company unless that member is a responsible person.

The act repeals language requiring duplicate filings for corporations and partnerships for articles of acceptance, resignation of registered agents, articles of merger, and changes of address for agents and registered offices.

If all general partners withdraw from a limited partnership, and the partners agree to continue business, a certificate of amendment must be signed by the remaining partners designating themselves in the certificate as general partners. The certificate must also state the events of the withdrawal of the general partners.

Full Text available at: http://www.senate.mo.gov/06info/pdf-bill/intro/SB1010.pdf

Current Bill Status: February 8, 2006 - Second Read and Referred Senate Judiciary and Civil & Criminal Jurisprudence Committee.

Nebraska

LB 1202 Trade Names

A BILL FOR AN ACT relating to trade names; to amend sections 87-219 and 87-220, Reissue Revised Statutes of Nebraska, and section 87-210, Revised Statutes Supplement, 2005; to change registration and publication provisions; to harmonize provisions; and to repeal the original sections.

Full Text available at: http://www.unicam.state.ne.us/pdf/INTRO_LB1202.pdf

Current Bill Status: January 20, 2006 Referred to Banking, Commerce and Insurance Committee.

LB 1261 Tax Changes

A BILL FOR AN ACT relating to corporations and other companies; to amend sections 21-2601, 21-2603, 21-2606, 21-2610, 21-2613, 21-2631.01, 21-2632, and 21-2634, Reissue Revised Statutes of Nebraska, and sections 21-301, 21-304, 21-330, 21-2607, 21-2631, and 21-2639, Revised Statutes Cumulative Supplement, 2004; to change provisions relating to occupation tax biennial reports and claims for excess tax payments; to change provisions relating to the Limited Liability Company Act; to define terms; to harmonize provisions; and to repeal the original sections.

Full Text available: http://www.unicam.state.ne.us/pdf/INTRO_LB1261.pdf

Current Bill Status: January 20, 2006 Referred to Banking, Commerce and Insurance Committee.

New Jersey

HB 190 Corporate Tax

Allows certain corporations to file consolidated corporation business tax returns.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/A0500/190_I1.PDF

Current Bill Status: January 10, 2006 Introduced, Referred to Assembly Commerce and Economic Development Committee

HB 204 Corporate Tax

An Act eliminating the alternative minimum assessment under the corporation business tax, amending P.L.1945, c.162, and repealing various parts of P.L.2002, c.40.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/A0500/204_I1.PDF

Current Bill Status: January 10, 2006 Introduced, Referred to Assembly Appropriations Committee

HB 206 Corporate Tax

An Act clarifying the deductibility of certain state taxes from entire net income taxable under the corporation business tax, amending P.L.1945, c.162.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/A0500/206_I1.PDF

Current Bill Status: January 10, 2006 Introduced, Referred to Assembly Appropriations Committee

HB 624 Corporate Tax S Corporations

An Act allowing New Jersey S corporations to elect to transfer corporation business tax credits to their shareholders to apply against the shareholders' gross income tax liability, supplementing P.L.1945, c.162 (C.54:10A-1 et seq.) and Title 54A of the New Jersey Statutes.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/A1000/624_I1.PDF

Current Bill Status: January 10, 2006 Introduced, Referred to Assembly Commerce and Economic Development Committee

HB 1227 Corporate Tax after Dissolution/Liquidation

Allows a corporation business taxpayer that dissolves and completely liquidates during the 2002-2003 suspension of net operating loss deductions to use that deduction.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/A1500/1227_I1.PDF

Current Bill Status: January 10, 2006 Introduced, Referred to Assembly Appropriations Committee

HB 1282/SB 893 Corporate Tax

An Act allowing the deduction of the costs of providing employee health benefits in calculating the corporation business tax alternative minimum assessment, amending P.L.2002, c.40.

Full Text available at: An Act allowing the deduction of the costs of providing employee health benefits in calculating the corporation business tax alternative minimum assessment, amending P.L.2002, c.40.

Current Bill Status:  January 10, 2006 Introduced, Referred to Assembly Commerce and Economic Development Committee

HB 1403 Corporate Representation before Court

Authorizes business entities to designate representatives in court proceedings without the necessity for representation by an attorney.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/A1500/1403_I1.PDF

Current Bill Status: January 10, 2006 Introduced, Referred to Assembly Judiciary Committee

HB 1774 Corporate Tax after Liquidation

Allows a corporation business taxpayer recognizing income, gain or loss pursuant to a plan of complete liquidation to deduct its net operating loss carryovers notwithstanding the limitations on such deductions during the 2002-2005 tax years

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/A2000/1774_I1.PDF

Current Bill Status: January 10, 2006 Introduced, Referred to Assembly Judiciary Committee

SB 112 Registered Agents for Government Contractors

Requires proof of the designation of registered agents and registered offices for service of process as part of the business registrations of State government contractors and subcontractors.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/S0500/112_I1.PDF

Current Bill Status: January 10, 2006 Introduced in the Senate, Referred to Senate State Government Committee

SB 272 Business Court

Creates a Business Court.

The quality and consistency of decision-making in the resolution of disputes in cases involving business and commercial disputes needs to be improved in order to enhance the fairness of  process for business and commercial litigants and to make New

Jersey a more attractive place for businesses to locate and expand.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/S0500/272_I1.PDF

Current Bill Status: 1/10/2006 Introduced in the Senate, Referred to Senate Judiciary Committee

SB 480 Corporate Tax

Allows New Jersey S corporations to elect to transfer corporation business tax credits to shareholders to apply against the shareholders' gross income tax liability

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/S0500/480_I1.PDF

Current Bill status: January 10, 2006 Introduced in the Senate, Referred to Senate Commerce Committee

SB 581 Corporate Tax

Restores the former net operating loss deduction for corporation business tax years 2002-2005.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/S1000/581_I1.PDF

Current Bill Status: January 10, 2006 Introduced in the Senate, Referred to Senate Budget and Appropriations Committee

SB 590 Corporate Tax

Allows a corporation business taxpayer recognizing income, gain or loss pursuant to a plan of complete liquidation to deduct its net operating loss carryovers notwithstanding the limitations on such deductions during the 2002-2005 tax years.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/S1000/590_I1.PDF

Current Bill Status: January 10, 2006 Introduced in the Senate, Referred to Senate Budget and Appropriations Committee

SB 935/HB 2452 Corporate Tax

An Act ending imposition of corporation business taxes on the regular income of subchapter S corporations, amending P.L.1945, c.162. Ends imposition of corporation business taxes on the regular income of subchapter S corporations.

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/S1000/935_I1.PDF

Current Bill Status: January 17, 2006 introduced in the Senate, Referred to Senate Budget and Appropriations Committee.

SB 1892/HB 4432/ HB 4475 Pass Through Entity Tax

Requires partners and other owners of pass-through entities to credit payments made on their behalf against estimated taxes to end "double withholding."

Full Text available at: http://www.njleg.state.nj.us/2004/Bills/PL05/288_.PDF

Current Bill Status: January 9, 2006 – Approved as P.L.2005, C.288.

New Mexico

HB 113 Uniform Revised Limited Partnership Act

House Bill 113 enacts the model “Uniform Revised Limited Partnership Act,” put forth by the National Conference of Commissioners on Uniform State Laws (NCCUSL) in an effort to pro-mote uniformity of the law among various states concerning the organization of limited partner-ships. The enactment would repeal sections of the NMSA code, effective January 1, 2008, en-compassing 54-2-1 NMSA 1978 through 54-2-63 NMSA 1978.

Full Text available at: http://legis.state.nm.us/Sessions/06%20Regular/bills/house/HB0113.pdf

Current Bill Status: January 18, 2006 House Rules & Order of Business Committee

HB 123 Corporate Tax

Relating to taxation; amending the corporate income and Franchise tax act to mandate combined reporting; reducing the op marginal corporate income tax rate; repealing a section of the NMSA 1978 pertaining to consolidated returns.

Full Text available at: http://legis.state.nm.us/Sessions/06%20Regular/bills/house/HB0123.pdf

Current Bill Status: January 18, 2006 in House Business & Industry Committee.

New York

SB 85 LLC Publishing Requirements

Clarifies the publication of notice requirements for limited liability companies and partnerships, as proposed in S. 5902-B and A. 11205-A of 2004. Requires 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 for four successive weeks in 2 newspapers in the county where the office of such business entity is located; such publication shall occur within 120 days of the establishment of the business; requires publication of the change in the names or addresses of such 10 people; provides that publication of such notice after such 120 day period shall annul any suspension of authority to do business in this state; provides for publication by businesses formed prior to the effective date of provisions; establishes the form of an affidavit of publication and certificate of publication; grants an exception to such publication requirements to theatrical production companies that are limited liability companies.

Full Text available at: http://assembly.state.ny.us/leg/?bn=S00085&sh=t

Current Bill Status: February 3, 2006, Signed into Law by Governor as Chapter 767.

Oklahoma

HB 1582 Date of Corporate Existence

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

Full Text available at: http://www.lsb.state.ok.us/2005-06sb/sb1582_int.rtf

Current Bill Status: February 7, 2006 referred to Judiciary Committee

SB1556 Annual Certificate Filing

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/sb1556_int.rtf

Current Bill Status: February 7, 2006 referred to Judiciary Committee

SB 1608 Director and Officer Liability

An Act relating to corporations; amending 18 O.S. 2001, Section 1124, which relates to actions against officers and directors; making language gender neutral; creating personal liability of officers and directors under specified circumstances; and providing an effective date.

Full Text available at: http://www.lsb.state.ok.us/2005-06sb/sb1608_int.rtf

Current Bill Status:  February 7, 2006 referred to Judiciary Committee

Pennsylvania

SB 595 Directors and Officers, Qualification and Removal

Amending Title 15 (Corporations and Unincorporated Associations) of the Pennsylvania Consolidated Statutes, further providing FOR REMOVAL OF DIRECTORS, FOR CONTROL PERSONS AND for qualifications of directors.

Full Text available at: http://www.legis.state.pa.us/WU01/LI/BI/BT/2005/0/SB0595P1496.HTM

Current Bill Status: Approved by Governor February 10, 2006 as Act No. 6

Rhode Island

HB 6942 Non-Profit Officers Salary Cap

This act would provide that any nonprofit corporation with the except of hospitals which pays its officers more than two hundred thousand dollars ($200,000) a year may not be entitled to nonprofit corporation status

Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText06/HouseText06/H6942.pdf

Current Bill Status: January 26, 2006 Introduced, referred to House Corporations Committee.

SB 2167 Corporate Tax

This act would amend the procedure for a carry back of net operating losses and carry forward of net operating losses.

This act would take effect upon passage and would be effective for calendar years beginning January 1, 2006.

Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText06/SenateText06/S2167.pdf

Current Bill Status: January 26, 2006 Introduced, referred to Senate Finance Committee

South Dakota

HB 1135 LLC and LLP’s, Agents

An Act to revise certain provisions relating to domestic limited liability companies, domestic limited liability partnerships, and the appointment of certain agents.

Full Text available at: http://legis.state.sd.us/sessions/2006/bills/HB1135p.pdf

Current Bill Status: February 10, 2006 Judiciary Committee recommended passage.

SB50 LLC’s and Partnerships Tax Liability

An Act to make certain members of limited liability companies and partnerships personally responsible for certain tax debts.

Full Text available at: http://legis.state.sd.us/sessions/2006/bills/SB50STA.htm

Current Bill Status: Passed in Senate and referred to House. In House Taxation Committee, hearing on February 14, 2006

Utah

HB 127 Series LLC’s

This bill modifies Title 48, Chapter 2c, Utah Revised Limited Liability Company Act. This bill  allows the creation of a series within a limited liability company; provides that a series may have a separate business purpose and separate rights and liabilities from the limited liability company or another series of the company;  describes the requirements for creating a series;  provides a method for making distributions from a series; outlines methods for termination of a series; describes the winding up process for a series; outlines the requirements for a foreign limited liability company, the operating agreement of which allows the creation of a series, to do business in the state; and makes technical changes.

Full Text available at: http://www.le.state.ut.us/~2006/bills/hbillamd/hb0127.pdf

Current Bill Status: Passed House, February 13, 2006 given a favorable recommendation by Senate Business and Labor Committee.

SB 84 Nonprofit Corporations

This bill makes changes to Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act. This bill: defines terms; addresses the prosecution of a derivative suit by a member or director of a nonprofit corporation; requires an annual meeting be held by a nonprofit corporation unless the bylaws eliminate the requirement; describes the effect of failure to hold an annual meeting; prescribes notice requirements for an annual meeting; provides that a director or officer of a nonprofit corporation is liable for a breach of duty if the director or officer is grossly negligent; allows a nonprofit corporation to avoid indemnification of a director if the nonprofit corporation's bylaws limit indemnification; addresses the effect of conversion of a nonprofit corporation to another form; addresses the amendment of a nonprofit corporation's bylaws; addresses the requirements for a merger of multiple entities into a domestic nonprofit corporation; allows distributions of assets upon dissolution to another nonprofit corporation or a mutual benefit corporation; . requires that distribution of a nonprofit corporation's assets comply with the Internal Revenue Code; and makes technical changes.

Full Text available at: http://www.le.state.ut.us/~2006/bills/sbillint/sb0084.pdf

Current Bill Status: February 10, 2006 favorable report from Senate Committee.

SB 137 Various Changes Profit and Nonprofit

- Allows a document required to be filed by a nonprofit corporation or a corporation to

   be signed by an attorney in fact;

- provides that a claim against a dissolved corporation may not be made more than

    seven years after the dissolution;

-  changes the fee that may be collected by the Division of Corporations and

    Commercial Code for service of process upon the division under Sections

    21 41-12a-505 and 48-2c-310; and

-  makes technical changes.

Full Text available at:  http://www.le.state.ut.us/~2006/bills/sbillint/sb0137.pdf

Current Bill Status: February 9, 2006 read in House second time.

Vermont

HB 697 LLC Workers’ Compensation

Labor; workers’ compensation; exclusion from coverage - This bill proposes that members and managers of limited liability companies (L.L.C.s) may exclude themselves from workers’ compensation coverage upon affirmative election and approval of the commissioner.

Full Text available at: http://www.leg.state.vt.us/docs/legdoc.cfm?URL=/docs/2006/bills/intro/H-697.HTM

Current Bill Status: January 24, 2006 assigned to Commerce Committee.

HB 716 Shareholders’ Rights

Business corporations; shareholders’ rights - This bill proposes to amend Vermont’s business corporate code to protect the rights of shareholders in publicly traded corporations and assess those corporations to pay a franchise fee.

Full Text available at: http://www.leg.state.vt.us/docs/legdoc.cfm?URL=/docs/2006/bills/intro/H-716.HTM

Current Bill Status: January 25, 2006 assigned to Commerce Committee.

Virginia

HB 538 Copy Fees

Establishes a charge of $0.50 per page for copies of records furnished by the State Corporation Commission. Currently the charge is $1 for the first two pages and $0.50 per each additional page.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+HB538

Current Bill Status: January 24, 2006 Senate: Referred to Committee on Commerce and Labor

HB 609 Professional Corporations

Professional corporations; directors. Clarifies when the members of the board of directors of a professional corporation who supervise and direct the provision of the professional services rendered by the corporation are required to be licensed or otherwise authorized to render such professional services.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB609S2

Current Bill Status: February 10, 2006 passed in Senate and communicated to House

HB 860 Business entities; post-assessment filings

Allows the State Corporation Commission to file or issue a document or certificate with respect to a domestic and foreign stock and nonstock corporation, limited liability company, business trust, or limited partnership, notwithstanding the entity's failure to pay all fees, fines, penalties, and interest due to the Commission, if the entity's obligation is the payment of an annual registration fee and the document or certificate is to be issued or filed with an effective date that is prior to the registration fee's due date. The measure also includes technical amendments.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+HB860

Current Bill Status: January 24, 2006 In Senate: Referred to Committee on Commerce and Labor

HB 887 Mergers and reinstatements of corporations.

Provides exceptions to the requirements for (i) the filing of an authenticated copy of an instrument of merger on behalf of a qualified foreign corporation when the merger includes a Virginia entity for which articles of merger are filed and (ii) the approval of a merger by the shareholders of a survivor whose shares do not vary by more than 20%. These exceptions were removed in 2005. Other provisions clarify that the term articles of incorporation” includes articles of consolidation, serial designation, reduction, and correction; provide that a certificate of good standing will not be issued to a reinstated Virginia corporation that is required to change its name before transacting business; and make several technical amendments.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+HB887H1

Current Bill Status: January 24, 2006 Senate: Referred to Committee on Commerce and Labor

HB 1570 Business entities; certification of legal status; penalty.

Requires that an individual executing a document to be filed with the State Corporation Commission pertaining to a corporation, limited liability company, business trust, limited partnership, or general partnership execute and submit a sworn and notarized affidavit certifying that the individual and every other individual identified in the document as an officer, director, shareholder, manager, member, partner, trustee, employee, or agent, as appropriate, of the business entity is either (i) a citizen of the United States, (ii) a legal permanent resident of the United States, or (iii) a conditional resident alien of the United States. The individual shall submit valid documentary evidence that the individual and every other individual so identified have such status. A violation is a Class 1 misdemeanor.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+HB1570

Current Bill Status: February 2, 2006  Continued to 2007 in Commerce and Labor Committee.

SB78 Short Form Mergers

Virginia Stock Corporation Act; short form mergers to form holding companies. Establishes a procedure by which a constituent corporation may merge an indirect subsidiary into itself, or merge itself into an indirect subsidiary, to form a holding company. The process may be accomplished without approval of shareholders of the constituent corporation or the directors or shareholders of the indirect subsidiary if specified conditions are met.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB78

Current Bill Status: January 23, 2006 Referred to Committee on Commerce and Labor

SB 446 Recording Fees

Fee for recording name of registered agent. Conforms the clerks' fee of $10 for recording the name of a registered agent.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB446

Current Bill Status:  February 10, 2006 passed Senate and referred to House.

SB 477 Limited Liability Companies

Limited liability companies. Provides for the issuance of a certificate of organization upon the filing of articles of organization. The measure also provides for (i) the execution of documents by an organizer when there are no members or managers and (ii) the filing by a domestic limited liability company of articles of cancellation and the Commission’s issuance of a certificate of cancellation. The due date for the payment of the annual registration fee is extended from September 1 to October 1, after which the notice of impending cancellation will be issued. Other changes are technical amendments intended to clarify statutory provisions applicable to limited liability companies.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB477

Current Bill Status: February 13, 2006 Referred to Committee on Commerce and Labor

SB 482 Professional Legal Entities

Practice of law, legal entities. Allows persons who are legally authorized to practice law in Virginia but who are not active members of the Virginia State Bar to be members of a professional corporation, professional limited liability company or registered limited liability partnership that renders professional legal services in the Commonwealth. Under current law only active members of the Virginia State Bar may practice law in Virginia through a limited liability entity.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB482

Current Bill Status: January 11, 2006 Referred to Committee for Courts of Justice

SB 547 LLC’s and LP’s Domestication

Limited liability companies and limited partnerships; domestication.  Establishes a procedure by which a foreign limited liability company may become a domestic limited liability company. The measure also provides procedures for publishing notice of the dissolution of a limited liability company or limited partnership, and for serving a summons upon a limited liability company. The measure revises numerous provisions to update references to business entities and give limited liability companies the same rights as are provided to other forms of business entities.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB547

Current Bill Status: February 13, 2006 In House Referred to Committee on Commerce and Labor

SB 587 Name Reservation

Renewal of reservation of name. Requires that an application to renew a reservation of the name of a nonstock corporation, limited liability company, business trust, or limited partnership be filed within the 45-day period preceding the expiration of reservation.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB587

Current Bill Status: February 13, 2006 In House Referred to Committee on Commerce and Labor

SB 592 Registered Investment Companies

Corporations; registered investment companies. Authorizes the board of directors of an open-end management investment company to classify unissued shares into classes or into series within a class or to reclassify unissued shares of a class into one or more classes or series within one or more classes. Registered investment companies are exempted from provisions that limit the authority of a corporation's board of directors to increase or decrease the number of directors. Directors of open-end management investment companies who are not defined as an "interested person" under the Investment Company Act are deemed to be independent and disinterested when taking any action as a director. The directors of an open-end management company registered under the Investment Company Act are authorized, unless the articles of incorporation provide otherwise, to amend the articles to increase or decrease the aggregate number of shares or classes or series of shares without shareholder action.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB592

Current Bill Status: February 13, 2006 In House Referred to Committee on Commerce and Labor

Washington

SB 6531 LLC Dissolution

AN ACT Relating to preserving remedies when limited liability companies dissolve; and adding a new section to chapter 25.15 RCW.  Preserving remedies when limited liability companies dissolve. Provides that the dissolution of a limited liability company does not take away or impair any remedy available against that limited liability company, its managers, or its members for any right or claim existing, or any liability incurred at any time, whether prior to or after dissolution, unless an action or other proceeding thereon is not commenced within three years after the effective date of dissolution. Such an action or proceeding against the limited liability company may be defended by the limited liability company in its own name.

Full Text available at: http://www.leg.wa.gov/pub/billinfo/2005-06/Pdf/Bills/Senate%20Bills/6531.pdf

Current Bill Status: February 13, 2006 passed Senate. In House Judiciary Committee

SB 6596 Corporate Dissolution

AN ACT Relating to the dissolution of Washington corporations; amending RCW 7.60.025, 23B.06.400, 23B.08.310, 23B.12.010, 23B.14.010, 23B.14.020, 23B.14.030, 23B.14.050, 23B.14.060, 23B.14.210, 23B.14.220, 23B.14.300, 23B.14.310, 23B.14.320, 23B.14.340, and 23B.14.400; and adding new sections to chapter 23B.14 RCW.

Full Text available at: http://www.leg.wa.gov/pub/billinfo/2005-06/Pdf/Bills/Senate%20Bills/6596.pdf

Current Bill Status: February 13, 2006 In House Referred to Judiciary Committee.

West Virginia

HB 2066 Corporate Tax

A Bill to amend and reenact §11-24-4 of the code of West Virginia, 1931, as amended, relating to reducing the corporation net income tax.

Full Text available at:  http://www.legis.state.wv.us/Bill_Text_HTML/2006_SESSIONS/RS/BILLS/hb2066%20intr.htm

Current Bill Status: January 11, 2006 Referred to House Finance Committee

HB 2358 Corporate Tax

Phasing in a reduction of the corporate net income tax rate

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2006_SESSIONS/RS/BILLS/hb2358%20intr.htm

Current Bill Status: January 11, 2006 introduced and referred to House Finance Committee

HB 2645 Corporate Tax

Reducing the West Virginia corporate net income tax from nine percent to six percent.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2006_SESSIONS/RS/BILLS/hb2645%20intr.htm

Current Bill Status:  January 11, 2006 introduced and referred to House Finance Committee

HB 2646 Business Franchise Tax

A BILL to amend and reenact §11-23-6 of the Code of West Virginia,1931, as amended, relating to the business franchise tax; phasing out and abolishing the business franchise tax by the thirtieth day of June, two thousand six.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2006_SESSIONS/RS/BILLS/hb2646%20intr.htm

Current Bill Status:  January 11, 2006 introduced and referred to House Finance Committee

HB 3233 Business Franchise Tax

A BILL to amend and reenact §11-23-3 of the Code of West Virginia, 1931, as amended, relating generally to business franchise tax; and amending the definition of "capital" to include loans from stockholders.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2006_SESSIONS/RS/BILLS/hb3233%20intr.htm

Current Bill Status: January 11, 2006 referred to House Finance Committee

HB 4244 Business Franchise Tax

A BILL to amend and reenact §11-23-6 of the Code of West Virginia, 1931, as amended, relating to the reducing and gradually eliminating the business franchise tax.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2006_SESSIONS/RS/BILLS/hb4244%20intr.htm

Current Bill Status: January 30, 2006 in House Finance Committee.

HB 4458 Bulk Data Purchase

A BILL to amend and reenact §11-12C-3 and § 46-9-523 of the Code of West Virginia, 1931, as amended, relating to the sale of bulk data in electronic format from the Uniform Commercial Code and Corporation Data Bases electronically stored in the Secretary of State's Office.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2006_SESSIONS/RS/BILLS/hb4458%20intr.htm

Current Bill Status: February 8, 2006 referred to Judiciary Committee.

HB 4467 Corporate Tax

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; and specifying effective dates.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2006_SESSIONS/RS/BILLS/hb4467%20intr.htm

Current Bill Status: February 9, 2006 referred to House Finance Committee.

Wisconsin

SB 566 Income and Franchise Tax

An Act to repeal 180.0622 (2) (b); to renumber and amend 180.0622 (2) (a); to amend 71.05 (6) (a) 15., 71.21 (4), 71.26 (2) (a), 71.34 (1) (g), 71.45 (2) (a) 10., 77.92 (4), 551.23 (10), 551.23 (11) (a), 551.23 (11) (b), 551.23 (18) and 551.53 (1) (b); and to create 71.07 (5e), 71.07 (6g), 71.10 (4) (ce), 71.10 (4) (cg), 71.28 (5e), 71.30 (3) (epp), 71.47 (5e), 71.49 (1) (epp) and 551.02 (4w) of the statutes; relating to: creating income and franchise tax credits for the offering of a Wisconsin business; excluding from taxable income gains from a Wisconsin business; liability of shareholders; and exemptions from securities registration requirements.  Creating income and franchise tax credits for the offering of a Wisconsin business; excluding from taxable income gains from a Wisconsin business; liability of shareholders; and exemptions from securities registration requirements.

Full Text available at: http://www.legis.state.wi.us/2005/data/SB-566.pdf

Current Bill Status: February 3, 2006 in Committee on Job Creation, Economic Development and Consumer Affairs.

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