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NRAI Compliance Updates - February 2007
Greetings,
The legislative rush continues at both the State and Federal level. With the political climate seeking more transparency and corporate responsibility,
three developments have emerged. Senate Bill 681, Levin-Coleman-Obama Stop Tax Haven Abuse Act has been introduced. Nevada HB 80 proposes requiring LLC’s engaged in certain political activities to register with the Secretary of State. Wyoming has passed HB 9 which abrogates the existence of bearer shares effective July 1, 2007.
A bill which appears to buck the trend is New Hampshire HB 116 which proposes restricting the access of out of state tax collection agencies to New Hampshire business records.
We will continue to monitor these activities and keep you informed.
Robert K. Rowell
General Counsel
New, Pending and Passed
Legislation
Federal Legislation
SB 270
A bill to permit startup partnerships and S corporations to elect taxable years other than required years.
Full Text available at: LINK
Current Bill Status: January 11, 2007 referred to the Committee on Finance.
SB 681
Levin-Coleman-Obama Stop Tax Haven Abuse Act
A link to a summary of the bill is at:
http://www.levin.senate.gov/newsroom/release.cfm?id=269516
Full Text available at: http://www.levin.senate.gov/newsroom/supporting/2007/PSI.OffshoreTaxBill.021707.pdf
Current Bill Status: February 17, 2007 introduced.
Alaska
SB 39
An Act relating to the amount of the state's business license fee.
Full Text available at: http://www.legis.state.ak.us/PDF/25/Bills/SB0039A.PDF
Current Bill Status: February 2, 2007 referred to Finance Committee
Colorado
HB 1135
Clarifies merger and conversion provisions. Clarifies consolidation provisions for cooperatives. Clarifies share exchange provisions for corporations. Changes, in certain instances, the term "principal office address" to "principal address" to cover individuals and persons. Establishes that a member of a limited liability company ceases to be a member upon assignment or transfer of all the member's membership interest. After July 27, 2009, allows a limited partnership to elect to be a reporting entity. Requires a new limited partnership to file an annual report.
Full Text available at: LINK
Current Bill Status: February 2, 2007 Introduced In Senate - Assigned To Business, Labor And Technology
Florida
HB 243
Limited Liability Companies/Name; prohibits use of immoral, scandalous, or deceptive matter in name of limited liability company; requires said company name to be distinguishable on databases maintained by Corporations Div. of Department of State; provides exception; deletes name-recording requirement for department; requires name of limited liability company in company's articles of organization to satisfy certain requirements. Amends 608.406,.407, Effective Date July 1, 2007.
Full Text available at: LINK
Current Bill Status: February 7, 2007 Committee on Tourism & Trade.
Hawaii
SB 73
Non-Profit Corporations
Requires nonprofit corporations with annual gross revenues of $1 million or greater to implement federal Sarbanes-Oxley Act-type provisions by forming an audit committee with independent members and using generally accepted accounting principles. Establishes whistleblower protections.
Full Text available at: http://www.capitol.hawaii.gov/sessioncurrent/Bills/SB73_.pdf
Current Bill Status: January 19, 2007 referred to Commerce, Consumer Protection, and Affordable Housing Committee
SB 170
Allows captive insurance companies to be formed as limited liability companies. Clarifies minimum capital and surplus requirements. Increases investment flexibility for pure captives.
Full Text available at: http://www.capitol.hawaii.gov/sessioncurrent/Bills/SB170_.pdf
Current Bill Status: The Commerce, Consumer Protection, and Affordable Housing Committee will hold a public decision making on February 22, 2007
Illinois
HB 149
Amends the Limited Liability Company Act. Imposes personal liability on a member or manager of a limited liability company, who, with knowledge of the dissolution of that company, creates liability for the limited liability company by an act that is not appropriate for the winding up of the company's business, to the company or any third party for any damage to the company or third party arising from the liability.
Full Text available at: http://www.ilga.gov/legislation/95/HB/PDF/09500HB0149lv.pdf
Current Bill Status: January 31, 2007 assigned to Judiciary I - Civil Law Committee.
SB 213
Amends the Limited Liability Company Act. Removes language that limits a judgment creditor of a member or a transferee to the exclusive remedy of the listed Section for satisfying a judgment out of the judgment debtor's distributional interest in a limited liability company.
Full Text available at: http://www.ilga.gov/legislation/95/SB/PDF/09500SB0213lv.pdf
Current Bill Status: February 7, 2007 Introduced.
SB 628
Amends the Limited Liability Company Act. Provides that a member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company and to any third party with whom the member or manager contracts after the dissolution for any damage caused to the company or third party arising from the liability. Effective immediately.
Full Text available at: http://www.ilga.gov/legislation/95/SB/PDF/09500SB0628lv.pdf
Current Bill Status: February 8, 2007 referred to Rules Committee.
SB 1435
Amends the Business Corporation Act of 1983 and the General Not For Profit Corporation Act of 1986. Provides that the Secretary of State shall not allow another corporation to use the name of a domestic corporation that has been administratively dissolved until the end of the 5-year reinstatement period. Provides that if the domestic corporation that has been administratively dissolved is reinstated within the 5-year period of reinstatement, the domestic corporation shall continue under its previous name without impacting its continuous legal status, unless the corporation petitions to change its name upon reinstatement. Effective immediately.
Full Text available at: http://www.ilga.gov/legislation/95/SB/PDF/09500SB1435lv.pdf
Current Bill Status: February 9, 2007 referred to Rules Committee.
SB 1576
Amends the Business Corporation Act of 1983 and the Limited Liability Company Act. Revokes the authority of a foreign corporation or foreign limited liability company to transact business in this State when the Secretary of State receives a copy of a memorandum of judgment relating to a judgment entered for money owed to a unit of local government or school district, together with a statement filed by its attorney that the judgment has not been satisfied and that no appeal has been filed. Authorizes the Attorney General to bring an action to restrain a foreign corporation or foreign limited liability company from transacting business in this State, if that authority has been revoked under the listed Sections of the Acts. Effective immediately.
Full Text available at: http://www.ilga.gov/legislation/95/SB/PDF/09500SB1576lv.pdf
Current Bill Status: February 9, 2007 referred to Rules Committee.
Indiana
HB 1555
Adopts the Uniform Securities Act. Establishes: (1) registration and filing requirements for securities offerings; and (2) registration requirements for securities professionals. Establishes and restricts penalties, liability, and disciplinary actions for violations of registration, filing, and other requirements concerning securities and securities professionals. Makes: (1) fraudulent practices involving securities unlawful; and (2) conforming changes. Repeals the current securities regulation statute.
Full Text available at: http://www.in.gov/legislative/bills/2007/PDF/HB/HB1555.1.pdf
Current Bill Status: February 19, 2007 Second reading: ordered engrossed.
Kansas
SB 162
An Act relating to corporations; concerning certain actions taken without meeting, notice or vote, consent; amending K.S.A. 2006 supp. 176518 and repealing the existing section.
Full Text available at: http://www.kslegislature.org/bills/2008/162.pdf
Current Bill Status: January 23, 2007 introduced.
SB 259
An Act relating to the Secretary of State; concerning corporations and partnerships; amending K.S.A. 56-1a104, 56-1a504, 56-1a606, 561a607, 56a-1201 and 56a-1202 and K.S.A. 2006 supp. 17-2036, 172718, 17-4634, 17-4677, 17-6202, 17-7002, 17-7304, 17-7666, 1776,123 and 17-76,139 and repealing the existing sections.
Full Text available at: http://www.kslegislature.org/bills/2008/259.pdf
Current Bill Status: February 5, 2007 referred to Judiciary Committee
Maryland
SB 395
Providing an addition modification under the Maryland corporate income tax for the amount of salary, wages, or other compensation for personal services paid or incurred by a corporation to an officer or director of the corporation in excess of 30 times the annual salary, wages, or other compensation for personal services of the lowest paid full-time employee; and applying the Act to taxable years beginning after December 31, 2006.
Full Text available at: http://mlis.state.md.us/2007RS/bills/sb/sb0395f.pdf
Current Bill Status: February 2, 2007 in Budget and Taxation Committee.
Missouri
SB 214
Modifies laws affecting limited liability companies, limited partnerships, and nonprofit companies. The act defines responsible persons for the purposes of tax liability for limited liability companies. The act eliminates certain duplicate filing requirements for articles of acceptance, articles of merger, and resignation of agents for nonprofit corporations. If the general partners of a limited partnership withdraw and the remaining partners decide to continue the partnership, the act allows a new general partner to sign the certificate of amendment and attest to the specific event of withdrawal.
Full Text available at: http://www.senate.mo.gov/07info/pdf-bill/intro/SB214.pdf
Current Bill Status: January 17, 2007 - Second Read and Referred Senate Judiciary and Civil & Criminal Jurisprudence Committee
SB 368/SB 875
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. This act is identical to SB 875 (2006).
Full Text available at: http://www.senate.mo.gov/07info/pdf-bill/intro/SB368.pdf
Current Bill Status: January 25, 2007 - Second Read and Referred Senate Judiciary and Civil & Criminal Jurisprudence Committee.
Nevada
AB 80
Requires limited-liability companies that engage in certain political activities to register with the Secretary of State. An Act relating to elections; requiring limited-liability companies to register with and provide certain identifying information to the Secretary of State before engaging in certain political activities; requiring the Secretary of State to make such information available on his Internet website; requiring limited-liability companies that make expenditures on behalf of a candidate or group of candidates or who advocate the passage or defeat of a question or group of questions on a ballot to file certain campaign finance reports; providing a civil penalty; and providing other matters properly relating thereto.
Full Text available at: http://leg.state.nv.us/74th/Bills/AB/AB80.pdf
Current Bill Status: February 8, 2007 Referred to Committee on Elections, Procedures, Ethics, and Constitutional Amendments.
New Hampshire
HB 116
This bill restricts the access of out-of-state government tax collection agencies to New Hampshire business records. Out-of-state agencies seeking such access are required to demonstrate a substantial nexus between the taxing state and the New Hampshire business.
Full Text available at: http://www.gencourt.state.nh.us/legislation/2007/HB0116.html
Current Bill Status: January 4, 2007 referred to Commerce Committee, due out of committee by March 22, 2007.
New Mexico
HB 184
Uniform Limited Partnership Act.
An act relating to business law; enacting the Uniform Revised Limited Partnership Act; repealing and enacting sections of the NMSA 1978
Full Text available at: http://legis.state.nm.us/Sessions/07%20Regular/bills/house/HB0184.pdf
Current Bill Status: January 30, 2007 Business & Industry Committee report do pass.
SB 402
An Act relating to business entities; changing reporting periods; changing penalties; amending the Corporate Reports Act; amending and enacting Sections of the Limited Liability Company Act.
Full Text available at: http://legis.state.nm.us/Sessions/07%20Regular/bills/senate/SB0402.pdf
Current Bill Status: February 10, 2007 Fiscal Impact Report released.
New York
HB 2361
Phases out the franchise tax on business corporations which are manufacturers over a two-year period.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A02361&sh=t
Current Bill Status: January 16, 2007 referred to Ways and Means Committee
SB 2152
Authorizes shareholders to attend meetings via remote communication and to be deemed present for voting purposes.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S02152&sh=t
Current Bill Status: Introduced And Referred To Committee On Senate Corporations Authorities & Commissions.
SB 1411
Authorizes the certificate of incorporation of a not-for-profit corporation to eliminate or limit the personal liability of directors to the corporation or its members provided that liability for acts or omissions which were in bad faith, intentional misconduct or a knowing violation of law shall not be limited or eliminated; does not apply to medical or dental corporations.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S01411&sh=t
Current Bill Status: January 19, 2007 Referred To Corporations, Authorities And Commissions
Oklahoma
SB 1043
An Act relating to corporations; amending 18 O.S. 2001, Section 1006, as amended by Section 2, Chapter 255, O.S.L. 2004 (18 O.S. Supp. 2006, Section 1006), which relates to the General Corporation Act; modifying requirements for certificates of incorporation; allowing certain provisions of certificate of incorporation to be made dependent upon certain facts; defining term; and providing an effective date.
Full Text:
SENATE BILL 1043
By: Crain
AS INTRODUCED
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An Act relating to corporations; amending 18 O.S. 2001, Section 1006, as amended by Section 2, Chapter 255,
O.S.L. 2004 (18 O.S. Supp. 2006, Section 1006), which relates to the General Corporation Act; modifying requirements for certificates of incorporation; allowing certain provisions of certificate of incorporation to be made dependent upon certain facts; defining term; and providing an effective date.
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BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 18 O.S. 2001, Section 1006, as amended by Section 2, Chapter 255, O.S.L. 2004 (18 O.S. Supp. 2006, Section 1006), is amended to read as follows:
Section 1006. CERTIFICATE OF INCORPORATION; CONTENTS
A. The certificate of incorporation shall set forth:
1. The name of the corporation which shall contain one of the words “association”, “company”, “corporation”, “club”, “foundation”, “fund”, “incorporated”, “institute”, “society”, “union”, “syndicate”, or “limited” or abbreviations thereof, with or without punctuation, or words or abbreviations thereof, with or without punctuation, of like import of foreign countries or jurisdictions; provided that such abbreviations are written in Roman characters or letters, and which shall be such as to distinguish it upon the records in the Office of the Secretary of State from:
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a. names of other corporations, whether domestic or foreign, then existing or which existed at any time during the preceding three (3) years,
b. names of partnerships whether general or limited, or domestic or foreign, then
existing in good standing or registered or which existed
were in good standing or registered at any time during the preceding three (3) years,
c. names of limited liability companies, whether domestic or foreign, then existing
in good standing or registered or which existed were in good standing or registered at any time during the preceding three (3) years,
d. trade names or fictitious names filed with the Secretary of State, or
e. corporate, limited liability company or limited partnership names reserved with the Secretary of State;
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2. The address, including the street, number, city and county, of the corporation’s registered office in this state, and the name of the corporation’s registered agent at such address;
3. The nature of the business or purposes to be conducted or promoted. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any;
4. If the corporation is to be authorized to issue only one class of stock, the total number of shares of stock which the corporation shall have authority to issue and the par value of each of such shares, or a statement that all such shares are to be without par value. If the corporation is to be authorized to issue more than one class of stock, the certificate of incorporation shall set forth the total number of shares of all classes of stock which the corporation shall have authority to issue and the number of shares of each class, and shall specify each class the shares of which are to be without par value and each class the shares of which are to have par value and the par value of the shares of each such class. The provisions of this paragraph shall not apply to corporations which are not organized for profit and which are not to have authority to issue capital stock. In the case of such corporations, the fact that they are not to have authority to issue capital stock shall be stated in the certificate of incorporation;
5. The name and mailing address of the incorporator or incorporators;
6. If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify; and
7. If the corporation is not for profit:
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a. that the corporation does not afford pecuniary gain, incidentally or otherwise, to its members as such,
b. the name and mailing address of each trustee or director,
c. the number of trustees or directors to be elected at the first meeting, and
d. in the event the corporation is a church, the street address of the location of the church.
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The restriction on affording pecuniary gain to members shall not prevent a not-for-profit corporation operating as a cooperative from rebating excess revenues to patrons who may also be members.
B. In addition to the matters required to be set forth in the certificate of incorporation pursuant to the provisions of subsection A of this section, the certificate of incorporation may also contain any or all of the following matters:
1. Any provision for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting and regulating the powers of the corporation, the directors, and the shareholders, or any class of the shareholders, or the members of a nonstock corporation, if such provisions are not contrary to the laws of this state. Any provision which is required or permitted by any provision of the Oklahoma General Corporation Act to be stated in the bylaws may instead be stated in the certificate of incorporation;
2. The following provisions, in substantially the following form: “Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equitable jurisdiction within the State of Oklahoma, on the application in a summary way of this corporation or of any creditor or shareholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 1106 of this title or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 1100 of this title, may order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, of this corporation, as the case may be, and also on this corporation.”;
3. Such provisions as may be desired granting to the holders of the stock of the corporation, or the holders of any class or series of a class thereof, the preemptive right to subscribe to any or all additional issues of stock of the corporation of any or all classes or series thereof, or to any securities of the corporation convertible into such stock. No shareholder shall have any preemptive right to subscribe to an additional issue of stock or to any security convertible into such stock unless, and except to the extent that, such right is expressly granted to him in the certificate of incorporation. Preemptive rights, if granted, shall not extend to fractional shares;
4. Provisions requiring, for any corporate action, the vote of a larger portion of the stock or of any class or series thereof, or of any other securities having voting power, or a larger number of the directors, than is required by the provisions of this act;
5. A provision limiting the duration of the corporation’s existence to a specified date; otherwise, the corporation shall have perpetual existence;
6. A provision imposing personal liability for the debts of the corporation on its shareholders or members to a specified extent and upon specified conditions; otherwise, the shareholders or members of a corporation shall not be personally liable for the payment of the corporation’s debts, except as they may be liable by reason of their own conduct or acts;
7. A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director:
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a. for any breach of the director’s duty of loyalty to the corporation or its shareholders,
b. for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
c. under Section 1053 of this title, or
d. for any transaction from which the director derived an improper personal benefit.
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No such provision shall eliminate or limit the liability of a director for any act or omission occurring
prior to before the date when such provision becomes effective.
C. It shall not be necessary to set forth in the certificate of incorporation any of the powers conferred on corporations by the provisions of this act.
D. Except for provisions included under paragraphs 1, 2, 5, 6 and 7 of subsection A and paragraphs 2, 5 and 7 of subsection B of this section, and provisions included under paragraph 4 of subsection A of this section specifying the classes, number of shares and par value of shares the corporation is authorized to issue, any provision of the certificate of incorporation may be made dependent upon facts ascertainable outside the instrument, provided that the manner in which the facts shall operate upon the provision is clearly and explicitly set forth therein. The term “facts”, as used in this subsection, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
SECTION 2. This act shall become effective November 1, 2007.
Oregon
HB 2310
Relating to distributional interests in limited liability companies. Establishes rights of judgment creditors and judgment debtors relating to distributional interests in limited liability companies.
Full Text available at: http://www.leg.state.or.us/07reg/measpdf/hb2300.dir/hb2310.intro.pdf
Current Bill Status: January 16, 2007 referred to Judiciary Committee
South Dakota
HB 1129
An Act to provide for the conversion of certain cooperatives into business corporations.
Full Text available at: http://legis.state.sd.us/sessions/2007/bills/HB1129HCO.pdf
Current Bill Status: February 15, 2007 in Senate awaiting action
Tennessee
SB 1861
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/SB1861.pdf
Current Bill Status: February 8, 2007 Introduced.
SB 1897
Business Organizations - Increases time from three to four months for claimant to file claim against dissolved limited partnership. - Amends TCA Title 61.
Full Text available at: http://www.legislature.state.tn.us/bills/currentga/BILL/SB1897.pdf
Current Bill Status: February 8, 2007 Introduced.
Utah
HB 53
Share Assessment Act
This bill modifies provisions for assessing corporate shares. This bill defines terms, describes how shares may be assessed, provides rules for assessing shares, and allows enforcement of assessments by various methods, including sale of shares with unpaid assessments.
Full Text available at: http://le.utah.gov/~2007/bills/hbillint/hb0053.htm
Current Bill Status: February 12, 2007 having passed the Senate the Bill is being enrolled in the House.
HB 106
Registration Targeting Women and Minority-owned Enterprises.
This bill requires a certificate of assumed and true name form created by the Division of Corporations and Commercial Code to allow a person to provide information about the gender and race of the entity's owner. This bill requires the division to include on a form created by the division a way to indicate the gender and race of one or more owners of the entity for which the form is filed; and provides that information concerning gender or race is not required to be provided.
Full Text available at: http://le.utah.gov/~2007/bills/hbillint/hb0106.htm
Current Bill Status: February 2, 2007 having passed House is being introduced in Senate
HB 271
This bill makes changes relating to the election and service of corporate directors. This bill addresses the resignation of a director; allows a corporation to require that a nominee receive a majority of votes to serve a full term as a director; provides for a nominee's brief service as a director despite the failure to receive a majority of votes; and makes technical changes.
Full Text available at: http://le.utah.gov/~2007/bills/hbillint/hb0271.htm
Current Bill Status: February 15, 2007 read for second time in Senate.
Virginia
HB 2142
Limited partnerships and partnerships. Prohibits the transaction of business as a limited partnership unless the business is a Virginia limited partnership or a foreign limited partnership registered to transact business in Virginia. The measure includes numerous technical amendments that ensure that terminology in the Virginia Limited Partnership Act and Partnership Act conforms to provisions of other Virginia business entity laws. Other provisions centralize and expand the delayed effective date provisions for Virginia limited partnership organizational documents; move the provisions for the conversion of a partnership to a limited partnership to the Limited Partnership Act; amend the filing fees for limited partnership and registered limited liability partnership amendments and cancellations; and transfer responsibility for the filing of amended and restated certificates of limited partnership in circuit court from the Commission to the limited partnership.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+HB2142
Current Bill Status: February 15, 2007 passed Senate.
HB 2603
State Corporation Commission; annual registration and filing fees. Clarifies that articles of domestication shall not be filed for a foreign stock or nonstock corporation, limited liability company, or business trust until all fees, including the annual registration fee, are paid. The measure also allows business entity documents to be filed without payment of the annual registration fee on or before, rather than prior to, the due date of the annual registration fee; moves the due date for the payment of an annual registration fee for a business trust or limited partnership from September 1 to October 1; and makes other technical amendments.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+HB2603
Current Bill Status: February 15, 2007 passed Senate.
SB 794
Limited liability companies; parties to actions, professional entities and recordation tax. Clarifies that a member of a limited liability company is not barred from being a party in an action against a limited liability company when the member has an interest in the action independent of being a member of the limited liability company. The measure also provides that (i) the terms of a limited liability company's articles of organization or operating agreement cannot alter the definition of "membership interest" as a member's share of the profits and the losses of the limited liability company and the right to receive distributions of the limited liability company's assets and (ii) the term "professional corporation" shall not be deemed to include a professional limited liability company when it is used in any section of the Virginia Professional Limited Liability Company Act or in Chapter 7 of Title 13.1, which pertains to professional corporations. Finally, the measure provides that the state recordation tax levied on every deed admitted to record and on every contract or memorandum thereof relating to real or personal property admitted to record shall not apply to any deed conveying real estate or lease of real estate to the surviving or new limited partnership or business trust upon a merger to which two or more business entities are parties, or to the surviving entity of a conversion of one such entity into another such entity, or an entity that has domesticated into or out of the Commonwealth.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+SB794E
Current Bill Status: Passed by House on February 13, 2007
SB 1238
Withholding tax; pass-through entities.
Withholding tax; pass-through entities. Requires pass-through entities to withhold and remit to the Tax Commissioner an amount equal to four percent of the allocable Virginia taxable income of all nonresident owners of the pass-through entity. A nonresident owner may take as a credit against Virginia income tax due his or its allocable Virginia income tax withheld and remitted to the Tax Commissioner by the pass-through entity.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?071+ful+SB1238ER
Current Bill Status: February 20, 2007 Senate: Bill text as passed Senate and House (SB1238ER)
Washington
HB 1041
Modifying plurality voting for directors. An Act Relating to plurality voting for directors; amending RCW 23B.08.030, 23B.08.050, 23B.08.070, 23B.08.100, and 23B.10.200; adding a new section to chapter 23B.10 RCW; and adding a new section to chapter 23B.07 RCW.
Full Text available at: http://www.leg.wa.gov/pub/billinfo/2007-08/Pdf/Bills/House%20Bills/1041-S.pdf
Current Bill Status: January 19, 2007 passed to Rules Committee
HB 1042
Modifying the share acquisition time period for engaging in a significant business transaction. An Act Relating to business transactions; and amending RCW 23B.19.040.
Full Text available at: http://www.leg.wa.gov/pub/billinfo/2007-08/Pdf/Bills/House%20Bills/1042.pdf
Current Bill Status: January 30, 2007 referred to Judiciary Committee
HB 1111
Determining the best interests of a corporation. AN ACT Relating to the duties of corporate directors; and amending RCW 23B.08.300.
Full Text available at: http://www.leg.wa.gov/pub/billinfo/2007-08/Pdf/Bills/House%20Bills/1111.pdf
Current Bill Status: January 19, 2007 Public hearing in the House Committee on Judiciary.
West Virginia
HB 10
A BILL to amend and reenact §31E-8-802 of the Code of West Virginia, 1931, as amended, relating to requiring directors and members of the board of directors of nonprofit corporations who receive money from a state agency to participate in at least three hours of training; responsibility of state agencies for training; and reimbursement for reasonable expenses.
Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2007_SESSIONS/RS/BILLS/sb10%20intr.htm
Current Bill Status: January 10, 2007 to Government Organization
HB 2057
A BILL to amend and reenact §11-24-4 of the Code of West Virginia, 1931, as amended, relating to reducing the corporate net income tax rate to eight percent; and, gradually reducing the rate of corporation net income tax to six percent over four years.
Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2007_SESSIONS/RS/BILLS/hb2057%20intr.htm
Current Bill Status: January 12, 2007 in House Finance Committee.
Wyoming
HB 9
Corporations-bearer shares. An Act relating to corporations; prohibiting the issuance of bearer shares; and providing for an effective date.
Full Text available at: http://legisweb.state.wy.us/2007/Enroll/HB0009.pdf
Current Bill Status: Signed into law on February 14, 2007 with an effective date of July 1, 2007.
For an archive of NRAI Legislative Updates, visit
www.nrai.com and select Research Center.
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About
NRAI
Headquartered in Princeton, NJ, NRAI
is the Nation’s fastest growing company of its kind;
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law firms and corporate legal departments.
For
more information regarding NRAI services, please contact us at 800.550.6724 or info@nrai.com
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