NRAI Compliance Updates - February, 2008

NRAI Compliance Updates - February 2008

Delaware Domestic Corporations Filing Deadline – Read below
Form Logic™ launches on February 5 – Read below

Greetings,

It is that time of year when the various state legislatures are in full session, therefore our newsletter this month includes a wealth of information. The subjects included below are diverse and at this point early in the legislative season it is difficult to reveal any trends. Two interesting Bills to note are Oklahoma SB 1827 and Virginia HB 975. These bills appear to be attempts to extend the taxation of REITs proposed in the U.S. Senate in the Baucus-Grassley proposal (the so-called "Blackstone Bill") to the state level.

Robert K. Rowell
General Counsel

New, Pending and Passed Legislation

Arizona

HB 2795

This bill would prohibit a corporation from reducing its state tax liability by dividends paid to it by another corporation it owns or controls if the payee corporation deducts those dividends in the computation of its federal taxable income. The bill would become effective after December 31, 2008.

Full Text available at: http://www.azleg.gov/legtext/48leg/2r/bills/hb2795p.pdf

Current Bill Status: February 7, 2008 introduced.

SB 1164

Purpose:

Permits an insurance business to form as a limited liability company (LLC).

Background:

Laws 2007, Chapter 122, made multiple changes to statute regarding captive insurers in Title 20, Chapter 4, Article 14. Among the changes was a provision that enabled a pure captive insurer to establish itself as an LLC. However, under the Arizona Limited Liability Company Act in Title 29, Chapter 4, an LLC may only conduct insurance-related business associated to that of a title insurance agent.

S.B. 1164 makes changes to Arizona’s LLC statutes to conform with Laws 2007, Chapter 122.

There is no anticipated impact to the state General Fund as a result of this legislation.

Provisions:

1. Permits an insurance business to form as an LLC, subject to authorization by the Director of the Department of Insurance.

2. Makes technical changes.

3. Becomes effective on the general effective date.

Full Text available at: http://www.azleg.gov/legtext/48leg/2r/bills/sb1164p.pdf

Current Bill Status: January 24, 2008 in Rules Committee.

SB 1410

1. Requires the ACC, if a document that is delivered for filing satisfies all statutory requirements, to file the document without imposing any additional requirements or conditions that are not expressly prescribed by statute.

2. Removes all requirements pertaining to the filing of a Certificate of Disclosure and related provisions.

3. Removes all requirements that an affidavit evidencing publication of documents be filed with the ACC, making the submission of the affidavit permissive, and removes related provisions.

4. Removes the requirement that an incorporated corporation that elects professional status amend its articles of incorporation to state that it is a professional corporation and that its purpose is to render the specified professional services.

5. Permits a parent LLC and its subsidiary LLC to be formed at the same time.

6. Stipulates that the existence of an LLC ceases on the signing of the articles of termination, as opposed to the filing.

7. Removes the requirement that the articles of termination of an LLC state that all debts, obligations and liabilities have been paid and discharged, that all of the known properties and assets of the LLC have been applied and distributed and that there are no suits pending against the company in any court or that adequate provisions have been made for the satisfaction of any judgment order or decree that may been entered against it in any pending suits. This leaves the requirement only that the articles of termination state the name of the LLC.

8. Removes the fee for the filing of articles of termination.

9. Makes technical and conforming changes.

10. Becomes effective on the general effective date.

Full Text available at: http://www.azleg.gov/legtext/48leg/2r/bills/sb1410p.pdf

Current Bill Status: February 7, 2008 assigned to Commerce and Economic Development Committee.

Colorado

HB 1044

The bill makes minor changes and clarifications to Title 7, Colorado Revised Statutes, related to the regulation of business entities by the Secretary of State. It takes effect August 6, 2008, assuming the General Assembly adjourns on May 7, 2008, as scheduled, and no referendum petition is filed.

Full Text available at: LINK

Current Bill Status: February 14, 2008 House Considered Senate Amendments - Result was to Concur – Repass.

Connecticut

HB 5241

To create a more positive business environment for small businesses by repealing the tax on LLCs, LLPs, Limited Partnerships and S corporations.

Full Text available at: http://www.cga.ct.gov/2008/TOB/h/pdf/2008HB-05241-R00-HB.pdf

Current Bill Status: February 14, 2008 Referred to Joint Committee on Finance, Revenue and Bonding.

HB 5247

To eliminate the two-hundred-fifty-dollar annual tax on limited liability companies, limited liability partnerships, limited partnerships and S corporations.

Full Text available at: http://www.cga.ct.gov/2008/TOB/H/2008HB-05247-R00-HB.htm

Current Bill Status: February 14, 2008 Referred to Joint Committee on Finance, Revenue and Bonding.

SB 139

To lower the corporation business tax by one per cent and to require combined returns from all taxpayers that have affiliated corporations.

Full Text available at: http://www.cga.ct.gov/2008/TOB/s/pdf/2008SB-00139-R00-SB.pdf

Current Bill Status: February Referred to Joint Committee on Finance, Revenue and Bonding.

Georgia

SB 358

To amend Chapter 5 of Title 10 of the Official Code of Georgia Annotated, relating to securities, by repealing it in its entirety and enacting a new Chapter 5 of Title 10 to be known as the "Georgia Uniform Securities Act of 2008"; to provide for a short title; to provide for definitions; to provide for electronic records and signatures; to provide for exemptions from registration of securities; to provide for registration of securities and notice of filing of federal covered securities; to provide for denial, suspension, or revocation of securities registration; to provide for registration of broker-dealers, agents, investment advisers, investment adviser representatives, and federal covered investment advisers; to provide for termination or transfer of employment of investment advisers; to provide for succession, change, or withdrawal of registration; to provide for filing fees and postregistration requirements; to provide for fraud and liabilities; to provide for prohibited conduct in providing investment advice; to provide for filing of sales and advertising literature; to provide for qualified immunity and civil and criminal penalties; to provide for rescission offers; to provide for administration and judicial review; to provide for investigations and subpoenas; to provide for uniformity and cooperation with other agencies; to provide for jurisdiction and service of process; to amend the Official Code of Georgia Annotated to change certain references; to provide for applicability; to provide for related matters; to provide an effective date; to repeal conflicting laws; and for other purposes.

Full Text available at: LINK

Current Bill Status: February 14, 2008 read Second Time.

SB 436

To amend Chapter 2 of Title 14 of the Official Code of Georgia Annotated, relating to business corporations, so as to change provisions relating to voting for directors in publicly traded corporations; to provide for a contingency resignation of a director, which may be irrevocable; to change certain provisions relating to vacancies on a board; to change certain provisions relating to amending bylaws by the board of directors or shareholders; 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/2007_08/pdf/sb436.pdf

Current Bill Status: February 8, 2008 referred to Senate Committee on Judiciary.

Hawaii

SB 3006/HB 3034

(1) To make the laws governing corporate dissolution and director's rights consistent; (2) to more accurately reflect the administrative procedures of administratively canceling a limited partnership; (3) to make provisions regarding the expiration of corporations consistent with other entities; and (4) to streamline and conform limited liability company law filing requests.

Full Text available at: http://www.capitol.hawaii.gov/session2008/Bills/SB3006_.htm

Current Bill Status: February 14, 2008 Commerce, Consumer Protection, and Affordable Housing Committee recommends that Bill be passed.

SB 3007/HB 3085

Clarifies the law relating to registration and protection of trademarks and names and clarifies how similar trade names are resolved.

Full Text available at: http://www.capitol.hawaii.gov/session2008/Bills/SB3007_SD1_.htm

Current Bill Status: February 12, 2008 Commerce, Consumer Protection, and Affordable Housing Committee recommends that Bill be passed.

Idaho

SB 1262

Idaho Entity Transaction Act - Repeals and amends existing law to revise
definitions; to provide for the required notice for an interest exchange, conversion or domestication; to provide for obtaining the appropriate order of the Attorney General for certain transactions; to revise appraisal rights; to revise the procedure for approval of a plan of merger; to revise the effect of a merger; to revise the procedure for approval of a plan of interest exchange; to revise the effect of an interest exchange; to revise the procedure for approval of a plan of conversion; to revise the effect of a conversion; to revise the procedure for approval of a plan of domestication; and to revise the effect of a domestication.

Full Text available at: http://www3.idaho.gov/oasis/S1262.html#billtext

Current Bill Status: February 15, 2008 having passed the Senate the Bill had a Second Reading in the House.

SB 1350

Repeals, amends and adds to existing law to enact the Idaho Uniform Limited Liability Company Act. 25 (11) "Manager-managed limited liability company" means a limited liability 26 company that qualifies.

Full Text available at: http://www3.idaho.gov/oasis/S1350.html#billtext

Current Bill Status: February 13, 2008 Second Reading.

Illinois

HB 4972

Amends the Business Corporation Act of 1983. Makes a technical change in a Section concerning the short title.

Full Text available at: http://www.ilga.gov/legislation/95/HB/PDF/09500HB4972lv.pdf

Current Bill Status: February 13, 2008 referred to Rules Committee.

HB 4973

Amends the Limited Liability Company Act. Makes a technical change in a Section concerning service of process on a foreign limited liability company.

Full Text available at: http://www.ilga.gov/legislation/95/HB/PDF/09500HB4973lv.pdf

Current Bill Status: February 13, 2008 referred to Rules Committee.

HB 5070

Amends the Limited Liability Company Act. Provides that a limited liability company shall not open, operate, or maintain an establishment for any of the purposes for which a limited liability company may be organized under the Act without a certificate of registration from the Department of Financial and Professional Regulation authorized by law to license individuals to engage in the profession or related professions concerned, for the professions of dentistry or medicine or in any licensing Act administered by the Department in which any licensee intending to incorporate is limited to incorporating as a professional corporation. Establishes procedures and fees for obtaining certificates of registration. Provides that a certificate of registration shall not be assignable.

Full Text available at: http://www.ilga.gov/legislation/95/HB/PDF/09500HB5070lv.pdf

Current Bill Status: February 13, 2008 referred to Rules Committee.

Kansas

SB 442

This Bill would allow the Insurance Commissioner to require insurance companies applying to transact business in the state to disclose the identity of all stockholders, partners, officers, members, and employees.

Full Text available at: http://www.kslegislature.org/bills/2008/442.pdf

Current Bill Status: January 18, 2008 Referred to Financial Institutions and Insurance Committee.

SB 448

An Act relating to corporations; concerning the application of general corporation code to certain cooperatives.

Full Text available at: http://www.kslegislature.org/bills/2008/448.pdf

Current Bill Status: January 22, 2008 referred to Judiciary Committee

Kentucky

HB 302

AN ACT relating to corporation income tax. Creating new sections in KRS Chapter 141 to require combined reporting for a unitary business; apply to taxable years beginning after December 31, 2008; make conforming amendments to various sections in KRS Chapter 141.

Full Text available at: Not Available
Current Bill Status: Withdrawn by Sponsor

HB 323

An Act relating to business entities. Reenact the provisions of 2007 HB 334/GA and SCA #1 as passed and enacted into law which contained the following provisions: creates and amends various statutes relating to business entities to accomplish the following: make consistent the provisions of the corporate and other business organization acts regarding business entity names such that equivalent rules will govern the names of business corporations, nonprofit corporations, cooperatives, associations, partnerships, limited partnerships, limited liability companies, and business trusts; modify procedural rules across the various business entity acts such that they will contain equivalent if not identical provisions; update provisions of KRS Chapter 271B to reflect the more current provisions of the Model Business Corporation Act; allow limited liability companies to enter into a share exchange with a corporation, be created by conversion from a corporation, have statutory rules governing nonprofit status, and to provide for their existence after the death or other termination of their members; provide rules for business trusts to create uniformity in regard to other forms of business organizations; allow dentists to practice dentistry within a business organized as a limited liability company; revive several sections of KRS ch. 362 that were repealed with a delayed effective date in 2006 Ky. Acts. ch. 149; confirm new repeal of other sections of KRS ch. 362 that were also repealed in 2006 Ky. Acts ch. 149; amend KRS 45.560 to include the definition of "equal employment opportunity job categories"; amend KRS 45.570 to clarify the classes protected against discrimination by state contractors; amend KRS 45.590 to increase the dollar amount of exempted contracts or subcontracts from $250,000 to $500,000; allow the Finance and Administration Cabinet to promulgate administrative regulations to establish additional exemptions; amend KRS 45.600 to allow the contracting agency rather than the cabinet to set the time period for submitting statements and information required by the statute; set out the information to be reported by the bidding party regarding its workforce; require the bidding party to submit a breakdown of subcontracts over $500,000; include a determination by the cabinet that the percentage of women in the bidding party's workforce reflects the percentage of available women in the area from which the bidding party's workforce is drawn and to use this determination in the cabinet's existing affirmative action process; amend KRS 45.610 to include women in the affirmative action requirements for state contractors and allow the cabinet to investigate the employment practices of any contractor or subcontractor to determine if they have violated any provision of KRS 45.560 to 45.640; and create a new section of KRS 45.560 to 45.640 to allow the Finance and Administration Cabinet to promulgate administrative regulations to carry out the provisions of KRS 45.560 to 45.640; confirm amendments to certain statutes whose effectiveness was made contingent upon the approval by the voters of proposed constitutional changes in 2002; and in addition amend various sections to conform.

Full Text available at: http://www.lrc.ky.gov/record/08RS/HB323/bill.doc

Current Bill Status: January 22, 2008 referred to Judiciary Committee.

SB 84

An Act relating to corporation income tax and limited liability entity tax.
Create a new section of KRS Chapter 141 to provide that the net gain from treasury function transactions be included in the sales factor of the corporation apportionment formula; make conforming amendments to other sections of KRS Chapter 141; apply to taxable periods beginning after December 31, 2007.

Full Text available at: http://www.lrc.ky.gov/record/08RS/SB84/bill.doc

Current Bill Status: January 17, 2008 referred to the Appropriations & Revenue Committee.

Maryland

HB 743

Repealing a provision of law requiring a corporation to give specified written notice of the amount, time, and place of payment on subscriptions for stock to each subscriber; repealing a specified provision of law requiring that a call by the board of directors for payment on subscriptions be uniform as to all stock of the same class; clarifying that stockholders of a corporation formed on or after October 1, 1995, do not have specified preemptive rights unless the charter expressly grants the rights; etc.

Full Text available at: http://mlis.state.md.us/2008RS/bills/hb/hb0743f.pdf

Current Bill Status: February 4, 2008 First Reading.

SB 548

Altering the definition of "real estate investment trust" to clarify that the term means an unincorporated "business" trust or association formed under specified provisions of law; requiring a real estate investment trust, on request of the shareholder, to send without charge a written statement containing specified information for shares issued without certificates; etc.

Full Text available at: http://mlis.state.md.us/2008RS/bills/sb/sb0548f.pdf

Current Bill Status: February 1, 2008 First Reading.

SB 556

Altering the circumstances under which a stockholder of a Maryland corporation who objects to specified transactions may demand and receive the fair value of the stockholder's stock; authorizing a stockholder to demand the fair value of stock listed on a national securities exchange under specified circumstances; altering the definition of "beneficial owner" under the Maryland Business Combination Act to exclude, under specified circumstances, a person that holds a revocable proxy from a stockholder; etc.

Full Text available at: http://mlis.state.md.us/2008RS/bills/sb/sb0556f.pdf

Current Bill Status: February 1, 2008 First Reading.

SB 696

Repealing a provision of law requiring a corporation to give specified written notice of the amount, time, and place of payment on subscriptions for stock to each subscriber; repealing a specified provision of law requiring that a call by the board of directors for payment on subscriptions be uniform as to all stock of the same class; clarifying that stockholders of a corporation formed on or after October 1, 1995, do not have specified preemptive rights unless the charter expressly grants the rights; etc.

Full Text available at: http://mlis.state.md.us/2008RS/bills/sb/sb0696f.pdf

Current Bill Status: February 1, 2008 First Reading.

Michigan

HB 5681

Businesses; nonprofit corporations; nonprofit corporation act; allow certain electronic communication and make other general changes. A bill to amend 1982 PA 162, entitled "Nonprofit corporation act," by amending sections 106, 141, 143, 404, 405, 407, 413, 421, 441, 446, 451, 505, 521, 525, 548, 611, 901, 1103, and 1144 (MCL 450.2106, 450.2141, 450.2143, 450.2404, 450.2405, 450.2407, 450.2413, 450.2421, 450.2441, 450.2446, 450.2451, 450.2505, 450.2521, 450.2525, 450.2548, 450.2611, 450.2901, 450.3103, and 450.3144), section 611 as amended and sections 1103 and 1144 as added by 1984 PA 209, and by adding section 404a.

Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/billintroduced/House/pdf/2008-HIB-5681.pdf

Current Bill Status: January 31, 2008 referred to Commerce Committee.

Missouri

HB 1923

Allows for the conversion of other entities to domestic corporations and the conversion of domestic corporations to other entities

Full Text available at: http://www.house.mo.gov/billtracking/bills081/biltxt/intro/HB1923I.htm

Current Bill Status: February 7, 2008 referred to Special Committee on General Laws.

HB 2092

Changes the laws regarding limited liability companies. To repeal sections 347.187, 355.020, 355.171, 355.631, 355.791, and 359.121, RSMo, and to enact in lieu thereof six new sections relating to limited liability companies.

Full Text available at: http://www.house.mo.gov/billtracking/bills081/biltxt/intro/HB2092I.htm

Current Bill Status: February 12, 2008 read second time.

HB 2138

Requires foreign corporations to comply with the laws of this state when conducting a business transaction with a business entity located in this state.

Full Text available at: http://www.house.mo.gov/billtracking/bills081/biltxt/intro/HB2138I.htm

Current Bill Status: February 18, 2008 read second time.

HB 2166

Changes the laws regarding limited liability companies.

Full Text available at: http://www.house.mo.gov/billtracking/bills081/biltxt/intro/HB2166I.htm

Current Bill Status: February 18, 2008 read second time.

SB 1062

This act modifies the manner in which certain business organizations may file with the Secretary of State. The Secretary of State has the authority to establish a special handling 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 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 is similar to SB 875 (2006), and SB 368 (2007).

Full Text available at: http://www.senate.mo.gov/08info/pdf-bill/intro/SB1062.pdf

Current Bill Status: February 4, 2008 Second Read and Referred Judiciary and Civil & Criminal Jurisprudence Committee.

Mississippi

HB 316

An Act to amend section 79-11-507, Mississippi Code of 1972, to revise the monetary threshold reporting requirement for charitable organizations; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2008/pdf/HB/0300-0399/HB0316IN.pdf

Current Bill Status: February 19, 2008 recommendation from Appropriations Committee do pass.

SB 2512

Corporations; file annual report with Tax Commission, reduce fee and transfer to General Fund.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2008/pdf/SB/2500-2599/SB2512IN.pdf

Current Bill Status: February 19, 2008 Died in Committee.

Missouri

HB 1551

Authorizes a gradual reduction in the annual corporate income tax rate.

Full Text available at: http://www.house.mo.gov/billtracking/bills081/biltxt/intro/HB1551I.htm

Current Bill Status: February 12, 2008, voted do pass.

SB 940

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. This act is identical to SB 214

Full Text available at: http://www.senate.mo.gov/08info/pdf-bill/intro/SB940.pdf

Current Bill Status: January 16, 2008 Second Read and referred to Senate Judiciary and Civil & Criminal Jurisprudence Committee.

SB 1114

This act prohibits a business from listing a fictitious or assumed name in a local telephone directory or directory assistance database when: the name misrepresents the geographic location of the business; calls to the listed number are forwarded to a number outside the local calling area; when the business is located in a county that is not contiguous to any county in the local calling area; and additionally for telephone directories, when the phone listing does not identify the business' physical address. Telephone companies or providers of telephone directories or directory assistance services are not liable for any such deceptive listing, provided the deceptive listing does not relate to their own businesses. Violations of the act are considered an unlawful merchandising practice, which the Attorney General currently has authority to prosecute. This act is similar to HB 1796 (2008).

Full Text available at: http://www.senate.mo.gov/08info/pdf-bill/intro/SB1114.pdf

Current Bill Status: February 14, 2008 Referred S Commerce, Energy and the Environment Committee.

Nebraska

LB 907

Change provisions relating to corporations and limited liability companies

Full Text available at: http://uniweb.legislature.ne.gov/FloorDocs/Current/PDF/Intro/LB907.pdf

Current Bill Status: February 6, 2008 Placed on General File.

LB 918

Change provisions relating to bank holding company ownership limitations and interstate mergers.

Full Text available at: http://uniweb.legislature.ne.gov/FloorDocs/Current/PDF/Intro/LB918.pdf

Current Bill Status: February 6, 2008 in Banking, Commerce and Insurance Committee.

New Hampshire

HB 351

This bill clarifies that the definition of “overseas business organization” includes all foreign incorporated business organizations and all 80/20 business organizations. This bill also redefines “business activity” for purposes of the business profits tax This bill was requested by the department of revenue administration.

Full Text available at: http://www.gencourt.state.nh.us/legislation/2008/HB0351.html

Current Bill Status: January30, 2008 in Senate Ways and Means Committee.

New Mexico

SB 168

Senate Bill 168 amends the Corporate Reports Act to reduce from one year to 30 days the time the Public Regulation Commission (PRC) may grant an extension for filing a required corporate report. The bill require biennial reports, plus a $10 fee, instead of annual reports and reduces the penalty for failure file the report from $200 to $100.

Full Text available at: http://legis.state.nm.us/Sessions/08%20Regular/bills/senate/SB0168.pdf

Current Bill Status: February 2, 2008 the Judiciary Committee recommends that Bill be passed.

New York

AB 1221

Determines annual filing fees for limited liability companies and limited
liability partnerships at $100 per partner or member with a maximum of $25,000;
requires fees to be paid on or before April 15th.

Full Text available at: http://www.assembly.state.ny.us/leg/?bn=A01221&sh=t

Current Bill Status: January 28, 2008 in Ways and Means Committee.

Ohio

HB 332

Adopt the Uniform Partnership Act to be known as the "Ohio Uniform Partnership Act (1997). To amend sections 111.16, 1329.01, 1329.04, and 2329.66 and to enact sections 1775.66, 1776.01 to 1776.08, 1776.10 to 1776.12, 1776.21 to 1776.24, 1776.31 to 1776.38, 1776.41 to 1776.58, 1776.61 to 1776.79, 1776.81 to 1776.89, 1776.91, 1776.92, 1776.95, 1776.96, 1777.07, 1779.12, 1782.64, and 2307.30 of the Revised Code to adopt the Revised Uniform Partnership Act to be known as the "Ohio Uniform Partnership Act (1997)," to establish that on and after January 1, 2009, the act governs new partnerships and partnerships that elect to be governed by the act, to establish that effective January 1, 2010, the act governs all partnerships in Ohio, and to establish that effective January 1, 2010, the existing Ohio Partnership Law no longer governs partnerships.

Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_332

Current Bill Status: January 15, 2008 referred to Senate Judiciary Committee.

HB 374

To amend sections 1701.04, 1701.55, 1701.58, 1701.69, and 1701.76 of the Revised Code to allow the original articles of incorporation to eliminate cumulative voting in the election of directors, to remove restrictions for certain corporations regarding the elimination of cumulative voting, and to exclude from the existing procedures for the sale of all or substantially all of the assets of a corporation the sale of those assets to the corporation's wholly owned subsidiaries.

Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_374

Current Bill Status: January 16, 2008 in Civil and Commercial Law Committee.

Oklahoma

SB 1761

An Act relating to corporations; amending 18 O.S. 2001, Section 803, as amended by Section 1, Chapter 151, O.S.L. 2003 (18 O.S. Supp. 2007, Section 803),which relates to definitions; modifying definition; and providing an effective date.

Full Text available at: http://webserver1.lsb.state.ok.us/2007-08SB/SB1761_int.rtf

Current Bill Status: February 4, 2008 Introduced.

SB 1827

Revenue and Taxation; taxation of real estate investment trusts. An Act relating to revenue and taxation; imposing certain tax upon real estate investment trusts; disallowing certain deduction; amending 68 O.S. 2001, Section 2353, as last amended by Section 1 2, Chapter 272 , O.S.L. 200 6 (68 O.S. Supp. 2007, Section 2353), which relates to definitions for the Income Tax Code; modifying definition for taxable income to address certain dividends received from certain real estate investment trusts; providing for codification; and declaring an emergency.

Full Text available at: http://webserver1.lsb.state.ok.us/2007-08SB/SB1827_int.rtf

Current Bill Status: February 4, 2008 Introduced.

South Dakota

HJR 1001

To propose a constitutional amendment to repeal certain provisions of the State Constitution relating to corporations.

Full Text available at: http://legis.state.sd.us/sessions/2008/Bills/HJR1001P.pdf

Current Bill Status: February 15, 2008 Senate deferred to another day.

HB 1137

An act to adopt the Model Registered Agents Act.

Full Text available at: http://legis.state.sd.us/sessions/2008/Bills/HB1137ENR.pdf

Current Bill Status: February 14, 2008 Delivered to the Governor.

HB 1139

An act to revise certain provisions of the South Dakota Business Corporations Act regarding the issuance of shares and cumulative voting for directors.

Full Text available at: http://legis.state.sd.us/sessions/2008/Bills/HB1139HJU.pdf

Current Bill Status: February 15, 2008 Senate deferred to another day.

Tennessee

HB 3075/SB 3666

Corporations, Not for Profit - Changes the penalty for a person who signs a document concerning a non-profit corporation knowing it to be false with intent that it be delivered to the secretary of state for filing from a Class A misdemeanor to a Class A misdemeanor, subject to a fine only. - Amends TCA Title 48, Chapter 51; Title 48, Chapter 52; Title 48, Chapter 53 and Title 48, Chapter 60.

Full Text available at: http://www.legislature.state.tn.us/bills/currentga/BILL/HB3075.pdf

Current Bill Status: January 23, 2008 Introduced.

SB 3749/HB3344

Corporations, For Profit - Increases time for enforcement of breach of fiduciary duty of directors of for-profit corporations. - Amends TCA Title 48.

Full Text available at: http://www.legislature.state.tn.us/bills/currentga/BILL/SB3749.pdf

Current Bill Status: January 17, 2008 Introduced.

Utah

SB 69

Uniform Limited Cooperative Association Act. This bill modifies parts of the Utah Code to make technical corrections including eliminating references to repealed provisions, making minor wording changes, updating cross references, and correcting numbering. This bill: . modifies parts of the Utah Code to make technical corrections including eliminating references to repealed provisions, making minor wording changes, updating cross references, and correcting numbering.

Full Text available at: http://le.utah.gov/~2008/bills/sbillamd/sb0069.pdf

Current Bill Status: February 12, 2008 Introduced.

SB 88

This bill enacts Title 16, Chapter 16, Uniform Model Registered Agents Act, and makes conforming amendments. This bill: . defines terms; . provides for the manner of a business's appointment, change, and termination of a registered agent; . addresses service of process on a business entity with a registered agent; . provides a venue for certain actions concerning a company with or without a registered agent; . provides duties for a registered agent; . addresses the effect of other laws; . specifically provides that Title 16, Chapter 16, Uniform Model Registered Agents Act, does not have retrospective effect; . makes conforming amendments to other business entity provisions, including concerning: . registered agents, registered offices, designated offices, and principal offices; and . time limits for which a business entity may be without a registered agent; and . makes technical changes.

Full Text available at: http://le.utah.gov/~2008/bills/sbillint/sb0088.pdf

Current Bill Status: February 11, 2008 in Senate Business and Labor Committee.

Vermont

HB 775

This bill proposes to provide for the organization of low-profit (charitable or education purpose) limited liability companies under Vermont's corporate code.

Full Text available at: http://www.leg.state.vt.us/docs/legdoc.cfm?URL=/docs/2008/bills/intro/H-775.HTM

Current Bill Status: February 2, 2008 in Commerce Committee.

Virginia

HB 742

Corporations; business office of registered agent. Authorizes the business office of an individual registered agent of a corporation to be at a post office box at any post office in the Commonwealth. Such business office is not required to be identical with the corporation's registered office. If such a post office box is the registered agent's business office, then the clerk of the State Corporation Commission is an agent of the corporation for the purpose of receiving service of process.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+HB742

Current Bill Status: February 12, 2008 in House Commerce and Labor Committee.

HB 780

Revised Uniform Limited Partnership Act. Reorganizes provisions of the Revised Uniform Limited Partnership Act regarding the winding up, cancellation, and reinstatement of limited partnerships. The revisions to the structure of the Act conform to the organization of the Virginia Stock and Nonstock Corporation Acts. Other provisions authorize the removal of the initial registered office and registered agent information in the certificate of limited partnership if a statement of change is on file with the Commission and make technical clarifications.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+HB780

Current Bill Status: January 24, 2008 having passed the House the Bill is referred to Senate Committee on Commerce and Labor.

HB 918

Professional corporations; professional limited liability companies. Conforms the substantive provisions that govern mergers and consolidations of professional corporations and professional limited liability companies. The measure also (i) provides a credit toward the entrance fee that is due from a foreign stock or nonstock corporation applying for a certificate of authority if it was previously a Virginia corporation; (ii) authorizes the issuance of a certificate of correction to a Virginia stock or nonstock corporation upon the filing of articles of correction that were received within 30 days of the effective date of the articles being corrected; and (iii) makes technical amendments.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+HB918

Current Bill Status: January 24, 2008 having passed the House the Bill is referred to Senate Committee on Commerce and Labor.

HB 975

Corporate income tax; Real Estate Investment Trusts. Includes certain dividend income in calculating the Virginia taxable income of "Captive REITs" to be certain their shareholders/owners are taxed in the same manner as any other corporation's shareholders/owners.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+HB975

Current Bill Status: February 12, 2008 in Finance Committee.

HB 1381

Closely held corporations; pro se representation. Allows a closely held corporation to be represented by an officer or an employee pro se before the general district courts if the amount in controversy is $4,500 or less.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+HB1381

Current Bill Status: January 9, 2008 Referred to Committee for Courts of Justice.

HB 1451

Limited partnerships; distributions of assets. Provides that, except as provided in the partnership agreement, upon the winding up of a limited partnership, its assets, after payment to creditors and to partners and former partners in satisfaction of certain liabilities, shall be distributed, when the winding up is due to an order of the State Corporation Commission, to partners respecting their partnership interests. If the winding up is due to another reason, the assets shall be distributed to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions. Currently, the distribution of such net assets is made to partners first for the return of their contributions and secondly respecting their partnership interests, without regard to what caused the winding up of the limited partnership.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+HB1451

Current Bill Status: February 12, 2008 in Commerce and Labor Committee

HB 1490

Foreign business entities; failure to register. Bars the successor to a foreign limited liability company, business trust or limited partnership that transacted business in the Commonwealth without registering in the Commonwealth, and the assignee of a cause of action arising out of that business, from maintaining a proceeding based on that cause of action in any court until the foreign business entity or its successor has registered with the State Corporation Commission. Similar prohibitions currently exist with respect to foreign stock and nonstock corporations.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+HB1490

Current Bill Status: January 31, 2008 referred to Committee on Commerce and Labor

SB 146

Authorizes the State Corporation Commission to correct Commission records at any time to eliminate clerical errors and eliminate filings made by a person without authority to act for the stock or nonstock corporation. The period within which a shareholder is required to file a petition asserting that a certification contains a misstatement of a material fact is increased from 10 to 30 days after the effective date of the certificate. The measure clarifies that actions required to be adopted, as well as actions required to be taken, at a shareholders meeting may be adopted or taken without a meeting if the action is adopted or taken by all of the shareholders entitled to vote. The requirement that a stock corporation give nonvoting shareholders written notice of certain actions not less than 15 days before the action becomes effective is repealed. A provision that allowed an exception to the requirement that, unless otherwise provided in the articles of incorporation, each class of share be allowed to vote as a separate voting group on a proposed amendment to the articles that would increase or decrease the aggregate number of authorized shares of the class is repealed. Other elements revise provisions relating to the time limit on the commencement of proceedings to enforce a claim against a dissolved corporation, limitations on remedial actions, maintaining records with respect to beneficial owners whose shares are held by a nominee, and proceedings to determine the security to be provided for claims involving a dissolved corporation.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+SB146E

Current Bill Status: February 14, 2008 Having passed the Senate the Bill is now in the House and under consideration of the Commerce and Labor Committee.

SB 209

Authorizes persons or professional business entities that are duly licensed or authorized to render the professional service under the laws of the Commonwealth or the jurisdiction under whose laws the entity is formed to be shareholders of a professional corporation or members of a professional limited liability company. The requirements that at least one of the members of a professional limited liability company and that at least one shareholder of a professional corporation be licensed or otherwise legally authorized to render the service in the Commonwealth are deleted.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+SB209

Current Bill Status: February 12, 2008 having passed the Senate the Bill has been referred to Committee on Commerce and Labor in the House.

SB 360

Virginia Business Trust Act. Reorganizes provisions of the Virginia Business Trust Act regarding the winding up, cancellation, and reinstatement of business trusts. The revisions to the structure of the Act conform to the organization of the Virginia Stock and Nonstock Corporation Acts. Other provisions address the involuntary cancellation and reinstatement of foreign business trusts and the cancellation of a business trust's existence. The measure also authorizes the removal of the initial registered office and registered agent information in the articles of trust if a statement of change is on file with the Commission, and makes technical clarifications.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+SB360

Current Bill Status: February 14, 2009 having passed the Senate the Bill has been reported from Commerce and Labor in the House.

SB 573

Virginia Limited Liability Company Act. Reorganizes provisions of the Virginia Limited Liability Company Act regarding the winding up, cancellation, and reinstatement of limited liability companies. The revisions to the structure of the Act conform to the organization of the Virginia Stock and Nonstock Corporation Acts. Other provisions address the involuntary cancellation of domestic and foreign limited liability companies and state that upon certain events a limited liability company's existence is cancelled, rather than stating that they result in cancellation of its certificate of organization. The measure also (i) provides a uniform method of reinstating a domestic limited liability company that has been canceled, (ii) authorizes the removal of the initial registered office and registered agent information in the articles of organization if a statement of change is on file with the Commission, and (iii) makes technical clarifications.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+SB573

Current Bill Status: February 14, 2009 having passed the Senate the Bill has been reported from Commerce and Labor in the House.

Washington

HB 2499

Addressing the materials required to accompany notice under the Washington business corporation act.

Full Text available at: http://apps.leg.wa.gov/documents/billdocs/2007-08/Pdf/Bills/House%20Bills/2499.pdf

Current Bill Status: February 20, 2008 Scheduled for public hearing in the Senate Committee on Judiciary.

West Virginia

HB 4464

Adding more exemptions to the requirement that a foreign corporation obtain a certificate of authority before conducting affairs in the state.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2008_SESSIONS/RS/BILLS/hb4464%20intr.htm

Current Bill Status: February 18, 2008 referred to Judiciary Committee.

HB 4465

A BILL to amend and reenact §59-1-2 of the Code of West Virginia, 1931, as amended, relating to fees to be charged by secretary of state.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2008_SESSIONS/RS/BILLS/hb4465%20intr.htm

Current Bill Status: February 18, 2008 referred to Judiciary Committee.

SB 465

A Bill to amend and reenact §11-23-6 of the Code of West Virginia, 1931, as amended, relating to eliminating the business franchise tax effective the first day of January, two thousand thirteen.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2008_SESSIONS/RS/BILLS/sb465%20intr.htm

Current Bill Status: February 20, 2008 laid over on 2nd reading.

SB 583

Requiring certain nonprofit board members and directors attend training. 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/2008_SESSIONS/RS/BILLS/sb583%20intr.htm

Current Bill Status: February 6, 2008 to Government Organization Committee.

Wisconsin

SB 391

An Act to renumber 183.0906 (intro.); and to create 183.0906 (2m) and 183.0906 (3m) of the statutes; relating to: revoking the voluntary dissolution of a limited liability company (suggested as remedial legislation by the Department of Financial Institutions)

Full Text available at: http://www.legis.state.wi.us/2007/data/SB-391.pdf

Current Bill Status: January 17, 2008 Read first time and referred to committee on Veterans and Military Affairs, Biotechnology and Financial Institutions.

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