Federal Legislation
HB 1241
To increase the penalty for failure to file a partnership or S corporation return.
Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h1241ih.txt.pdf
Current Bill Status: March 2, 2009, introduced and referred to the House Committee on Ways and Means.
SB 506/HB 1265
A bill to restrict the use of offshore tax havens and abusive tax shelters to inappropriately avoid Federal taxation, and for other purposes.
Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:s506is.txt.pdf
Current Bill Status: March 2, 2009, referred to the Committee on Finance.
Arizona
HB 2166
Removal of Partnership publication requirement. An Act amending sections 10-203, 10-222, 10-224, 10-1007, 10-1008, 10-1503, 10-3203, 10-3222, 10-3224, 10-11006, 10-11007, 10-11008, 29-633, 29-635, 29-754 and 29-1103, Arizona Revised Statutes; relating to corporations and partnerships.
Full Text available at: http://www.azleg.gov/legtext/49leg/1r/bills/hb2166p.pdf
Current Bill Status: January 20, 2009, in Rules Committee.
Arkansas
HB 1462
To allow the merger or conversion of any form of a business entity into any other business entity. An act to amend the Arkansas Business Corporation Act, § 4-26-101 et seq., the Arkansas Business Corporation Act, § 4-27-101 et seq., the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., and § 4-46-101 et seq. Enacting the Uniform Partnership Act (1996) to allow any business entity to convert to or merge with any other business entity; to make related technical corrections; and for other purposes.
Full Text available at: http://www.arkleg.state.ar.us/assembly/2009/R/Acts/Act408.pdf
Current Bill Status: March 13, 2009, signed by Governor as Act 408.
SB 972
To make technical corrections to certain Business Entity Statutes and the Model Registered Agents Act concerning the establishment of designated offices and service upon a foreign entity.
Full Text available at: http://www.arkleg.state.ar.us/assembly/2009/R/Bills/SB972.pdf
Current Bill Status: March 25, 2009, returned by Insurance & Commerce Committee with a Do Pass recommendation.
California
HB 285
This bill would eliminate the requirement to satisfy that federal law and instead would require that electronic transmissions to an individual shareholder or member who is a natural person shall be preceded by or include a written statement containing specified information.
Full Text available at: http://www.leginfo.ca.gov/pub/09-10/bill/asm/ab_0251-0300/ab_285_bill_20090213_introduced.pdf
Current Bill Status: March 24, 2009, referred to Judiciary Committee.
HB 1546
An act to amend Section 15902.09 of the Corporations Code, and to amend Section 19591 of the Revenue and Taxation Code, relating to limited partnerships.
Full Text available at: http://www.leginfo.ca.gov/pub/09-10/bill/asm/ab_1501-1550/ab_1546_bill_20090305_introduced.html
Current Bill Status: May be heard April 5, 2009, in Committee on Revenue and Taxation.
Connecticut
HB 6640
To increase the monthly penalty levied by the Secretary of the State upon a foreign corporation, limited partnership, limited liability company, registered limited liability partnership or statutory trust that transacts business or conducts affairs in this state without a certificate of authority or registration.
Full Text available at: http://www.cga.ct.gov/2009/TOB/H/2009HB-06640-R00-HB.htm
Current Bill Status: March 5, 200, referred to Joint Committee on Judiciary.
HB 6643
To revise the date that a resignation of the statutory agent for service of process for certain business entities becomes effective, provide for the revocation of the authority to transact business in this state of a foreign business entity that does not have an agent for service of process and revise definitions applicable to partnerships, limited partnerships, limited liability companies and statutory trusts.
Full Text available at: http://www.cga.ct.gov/2009/TOB/H/2009HB-06643-R00-HB.htm
Current Bill Status: March 5, 2009 Referred to Joint Committee on Judiciary.
HB 6644
To make revisions concerning the timing and manner of the filing of annual reports and other documents with the Secretary of the State by domestic and foreign corporations, limited partnerships, limited liability companies, limited liability partnerships and statutory trusts.
Full Text available at: http://www.cga.ct.gov/2009/TOB/H/2009HB-06644-R00-HB.htm
Current Bill Status: March 5, 2009, referred to Joint Committee on Judiciary.
SB 963
To update statutes concerning business corporations to reflect recent changes in the Model Business Corporation Act and to keep Connecticut statutes current with corporate statutes in other states.
Full Text available at: http://www.cga.ct.gov/2009/TOB/S/2009SB-00963-R00-SB.htm
Current Bill Status: February 19, 2009, referred to Joint Committee on Judiciary.
Florida
HB 1233/SB 2330
Authorizes certain alternative procedures for election of members of board of directors; revises resignation procedures for members of board; provides that resignation may be irrevocable under certain conditions; revises procedures for filling vacancy on board of directors. EFFECTIVE DATE: 07/01/2009.
Full Text available at: here
Current Bill Status: March 9, 2009, in Insurance, Business & Financial Affairs Policy Committee.
Hawaii
HB 150
Requires notice of board meetings to be sent to members 72 hours prior to the meeting, to include the agenda for the meeting.
Full Text available at: http://www.capitol.hawaii.gov/session2009/Bills/HB150_.HTM
Current Bill Status: January 26, 2009 referred to Consumer Protection & Commerce Committee.
HB 272
Adopts provisions of the Model Registered Agents Act, which streamlines business registration filings for registered agents who accept service of process on behalf of businesses in Hawaii, particularly commercial agents who are in the business of serving as agents.
Full Text available at: http://www.capitol.hawaii.gov/session2009/Bills/HB272_HD1_.HTM
Current Bill Status: March 12, 2009 referred to Committee.
Illinois
HB 1336
Amends the Limited Liability Corporation Act. Provides that in a manager-managed company a member is held to specified standards of conduct to the extent that the member exercises the managerial authority vested in a manager by this Act (rather than a member who pursuant to the operating agreement exercises some or all of the authority of a manager in the management and conduct of the company's business is held to specified standards of conduct to the extent that the member exercises the managerial authority vested in a manager by this Act).
Full Text available at: http://www.ilga.gov/legislation/96/HB/PDF/09600HB1336lv.pdf
Current Bill Status: Passed House March 22, 2009.
HB 2335
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. Effective immediately.
Full Text available at: http://www.ilga.gov/legislation/96/HB/PDF/09600HB2335lv.pdf
Current Bill Status: March 11, 2009, placed on Calendar 2nd Reading - Short Debate.
SB 1886
Amends the Limited Liability Company Act. Provides that the fee for filing articles of organization (domestic), an application for admission (foreign), and restated articles of organization (domestic) is $150 (instead of $500). Provides that the fee for filing articles of organization (domestic), an application for admission (foreign), and restated articles of organization (domestic) in connection with a limited liability company with a series is $150 (instead of $750).
Full Text available at: http://www.ilga.gov/legislation/96/SB/PDF/09600SB1886lv.pdf
Current Bill Status: March 13, 2009, re-referred to Committee on Assignments.
HB 3725
Amends the Limited Liability Company Act. Eliminates language stating that the specified Section provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest in a limited liability company. Effective immediately.
Full Text available at: http://www.ilga.gov/legislation/96/HB/PDF/09600HB3725lv.pdf
Current Bill Status: March 11, 2009, placed on Calendar 2nd Reading - Short Debate.
HB 3780
Amends the Limited Liability Company Act. Provides that a late penalty of $25 a month (rather than $300 plus $100 for each year or fraction thereof beginning with the second year of the delinquency) will be imposed on any limited liability company or foreign limited liability company that (1) failed to file its annual report and pay all requisite fees required under the Act or (2) failed to appoint and maintain a registered agent within 60 days of notification of the Secretary of State by the resigning registered agent.
Full Text available at: http://www.ilga.gov/legislation/96/HB/PDF/09600HB3780lv.pdf
Current Bill Status: March 13, 2009, re-referred to Rules Committee.
Maryland
HB 983
Altering the definition of real property entity under the controlling interest transfer tax to remove a requirement that the entity own real property of at least $1,000,000 value; requiring the articles of organization of a limited liability company to include the name and address of specified organizers, members, managers, and authorized persons; etc.
Full Text available at: http://mlis.state.md.us/2009rs/bills/hb/hb0983f.pdf
Current Bill Status: March 9, 2009, Unfavorable Report by Ways and Means Withdrawn.
HB 1270/SB 726
Altering the definition of "address" for business entities; requiring entities to state a specified location in the address; altering the definition of "principal office" to include a specified "address"; etc.
Full Text available at: http://mlis.state.md.us/2009rs/bills/hb/hb1270f.pdf
Current Bill Status: March 10, 2009, Unfavorable Report by Economic Matters Withdrawn.
SB 67
Requiring foreign business entities that are required to register or qualify to do business in Maryland to provide the State Department of Assessments and Taxation proof acceptable to the Department of good standing in the jurisdictions where the foreign business entities currently are organized.
Full Text available at: http://mlis.state.md.us/2009rs/bills/sb/sb0067t.pdf
Current Bill Status: March 17, 2009, hearing scheduled for April 1, 2009
Minnesota
SB 1224
A bill for an act relating to the secretary of state; regulating various filings and fees; defining certain terms. Relating to secretary of state, defining business entity, authorizing business entities e-mail (email) address collection, permitting fee charging for electronically transmitted document images, requiring on-line (online) business entities changes filing and charging a fee, extending the temporary technology surcharge, modifying certain annual renewal filing provisions for business entities, corporations, cooperatives, cooperative associations, nonprofit corporations, limited partnership, foreign limited partnerships and limited liability companies, increasing department of revenue lien fees and specifying fee for electronic images, making optional the secretary of state annual renewal notice to corporations, adding a limited partnership name reservation filing fee, increasing certain fees, changing the terms of assumed names certificate filings and renewal.
Full Text available at: https://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=S1224.1.html&session=ls86
Current Bill Status: March 24, 2009, Finance Committee recommends do pass.
SB 1288
Secretary of state filings, forms, submissions, motions, orders, dissolutions, electronic signatures and liens provisions modifications.
Full Text available at: https://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=S1288.0.html&session=ls86
Current Bill Status: March 9, 2009, referred to Judiciary Committee.
Mississippi
SB 3060
An Act to amend Section 79-4-1.22, Mississippi Code of 1972, to revise fees charged by the Secretary of State for the filing of documents under the Mississippi Business Corporation Act; to amend Section 79-4-6.24, Mississippi Code of 1972, to allow a board of directors to delegate to an officer the power to designate the number and recipients of equity compensation awards and to impose limitations; to amend Section 79-4-14.22, Mississippi Code of 1972, to eliminate the time limit for reinstatement following administrative dissolution; to amend Section 79-4-15.32, Mississippi Code of 1972, to eliminate the time limit within which a corporation may apply for reinstatement after administrative dissolution; and for related purposes.
Full Text available at: http://billstatus.ls.state.ms.us/documents/2009/pdf/SB/3000-3099/SB3060PS.pdf
Current Bill Status: March 13, 2009, in Conference Committee.
Missouri
HB 333
This bill changes the designation for a limited liability company's representative for tax payment purposes from an authorized person to a responsible person. A "responsible person" is specified as a manager or any member who is designated a responsible member in the articles of incorporation or has the direct control, supervision, or responsibility for filing returns and making tax payments. No member of a company can be held liable for any payroll, sales, or employment security taxes solely on the basis of the person's membership in the company. A certificate of amendment for continuation of a limited partnership under Section 359.451, RSMo, is required to be signed by each general partner designated in the certificate as a new general partner with a statement affirming the occurrence of the specific event of withdrawal of the former partners.
Full Text available at: http://www.house.mo.gov/billtracking/bills091/biltxt/intro/HB0333I.htm
Current Bill Status: January 22, 2009, Second Reading.
HB 776
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 the Fairness for Missouri Business Act. This bill changes the designation for a limited liability company's representative for tax payment purposes from an authorized person to a responsible person. A "responsible person" is specified as a manager or any member who is designated as a responsible member in the company's articles of organization or has the direct control, supervision, or responsibility for filing returns and making tax payments. No member of a company can be held liable for any payroll, sales, or employment security taxes solely on the basis of the person's membership in the company. A certificate of amendment for continuation of a limited partnership under Section 359.451, RSMo, is required to be signed by each general partner designated in the certificate as a new general partner with a statement affirming the occurrence of the specific event of withdrawal of the former partners.
Full Text available at: http://www.house.mo.gov/billtracking/bills091/biltxt/intro/HB0776I.htm
Current Bill Status: March 18, 2009, read second time in House.
Nevada
SB 153
AN ACT relating to corporations; requiring certain charitable corporations, before soliciting contributions, to register with the Secretary of State; providing that registration must not be construed as an endorsement of the charitable corporation; requiring the Secretary of State to provide certain information concerning a charitable corporation to the public; and providing other matters properly relating thereto.
Full Text available at: http://leg.state.nv.us/75th2009/Bills/SB/SB153.pdf
Current Bill Status: March 16, 2009, notice of eligibility for exemption.
New York
AB 5085
Relates to the overall operation of non-profit entities in the state of New York.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A05855&sh=t
Current Bill Status: February 20, 2009, referred to corporations, authorities and commissions.
AB 5491
Provides that upon finding a corporate defendant liable for a criminal charge, the district attorney may simultaneously file a civil judgment against such corporate defendant.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A05491&sh=t
Current Bill Status: February 13, 2000, referred to Codes Committee.
AB 5927
Requires certificates of incorporation of not-for-profit corporations to include certifications that the initial directors of the corporation shall commit to the inclusion in the corporation bylaws of a conflict of interest policy and a requirement that the directors and officers of the corporation comply with education requirements regarding their fiduciary obligations to the corporation.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A05927&sh=t
Current Bill Status: February 23, 2009, referred to Corporations, Authorities and Commissions.
AB 6128
Establishes the 'business trust law' as a new consolidated law regulating domestic and foreign business trusts.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A06128&sh=t
Current Bill Status: February 25, 2009, referred to Judiciary Committee.
SB 1101
Eliminates publication requirements for limited liability companies and limited partnerships.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S01101&sh=t
Current Bill Status: January 26, 2009, Referred to Corporations, Authorities and Commissions Committee.
Oregon
HB 2829
Authorizes director of corporation to consider certain interests in determining what director believes to be in corporation's best interests.
Full Text available at: http://www.leg.state.or.us/09reg/measures/hb2800.dir/hb2829.intro.html
Current Bill Status: March 24, 2009, Public Hearing and Possible Work Session scheduled.
HB 2886
Creates low-profit limited liability company as type of limited liability company with specified business purpose. Provides that business purpose of low-profit limited liability company must be to significantly further charitable, educational or related purposes identified in Internal Revenue Code. Prohibits low-profit limited liability company from engaging in certain activities. Specifies form of name for low-profit limited liability company. Provides that Secretary of State may administratively dissolve low-profit limited liability company for failure to meet business purpose requirement and failure to amend articles of organization to accurately describe business purpose and change name.
Full Text available at: http://www.leg.state.or.us/09reg/measures/hb2800.dir/hb2886.intro.html
Current Bill Status: March 9, 2009, referred to Judiciary Committee.
Pennsylvania
SB 351
An Act amending Titles 15 (Corporations and Unincorporated Associations) and 54 (Names) of the Pennsylvania Consolidated Statutes, in Title 15, making extensive revisions, additions and deletions to preliminary material on general provisions. Amending Titles 15 (Corporations and Unincorporated Associations) and 54 (Names) of the Pennsylvania Consolidated Statutes, in Title 15, making extensive revisions, additions and deletions to preliminary material on general provisions; to corporation material on general provisions, on incorporation, on corporate powers, duties and safeguards, on officers, directors and shareholders, on fundamental changes, on registered corporations, on insurance corporations, on foreign business corporations, on incorporation and on foreign nonprofit corporations; to partnership and limited liability company material on general provisions, on registered limited liability partnerships, on general partnerships, on limited partnerships and on limited liability companies; and to material on business trusts; in Title 54, further providing for general provisions and for corporate and other association names; and making related repeals.
Full text available: here
Current Bill Status: First consideration, March 24, 2009
Rhode Island
SB 295
This act would repeal Rhode Island general corporations law and replace it and model with the law used in the state of Delaware. This act would take effect upon passage.
Full Text available at: http://www.rilin.state.ri.us//BillText09/SenateText09/S0295.pdf
Current Bill Status: March 5, 2009, Senate Corporations Committee recommended measure be held for further study.
Tennessee
SB 2098/HB 2152
As introduced, requires secretary of state to promulgate rules and regulations to allow corporations to file annual report with department of revenue, accompanying franchise and excise tax return, for delivery to secretary of state; and imposes $30.00 fee for such filing.
Full Text available at: http://www.capitol.tn.gov/Bills/106/Bill/SB2098.pdf
Current Bill Status: March 2, 2009, referred to State & Local Government Committee.
SB 2099/HB 2153
Secretary of State - As introduced, requires the secretary of state to promulgate a consolidated form for certain filings and requires the commissioner of revenue to convey certification to the secretary of state for purposes of termination of entities.
Full Text available at: http://www.capitol.tn.gov/Bills/106/Bill/SB2099.pdf
Current Bill Status: March 2, 2009, referred to State & Local Government Committee.
SB 2339/HB 2369
Corporations, For Profit - As introduced, increases time for enforcement of breach of fiduciary duty of directors of for-profit corporations from one year to three years; increases statute of repose from three years to six years.
Full Text available at: http://www.capitol.tn.gov/Bills/106/Bill/SB2339.pdf
Current Bill Status: March 2, 2009, in Commerce, Labor & Agriculture Committee.
Tennessee
HB 143/SB 737
As introduced, 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.capitol.tn.gov/Bills/106/Bill/HB0143.pdf
Current Bill Status: February 11, 2009, in Committee pending amendment.
HB 154
Corporations, For Profit - As introduced, 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.capitol.tn.gov/Bills/106/Bill/HB0154.pdf
Current Bill Status: February 11, 2009, in Committee pending amendment.
Texas
HB 1787
Relating to the designation or appointment of registered agents for service of process, notice, or demand for certain entities; the duties of a registered agent; providing penalties.
Full Text available at: http://www.capitol.state.tx.us/tlodocs/81R/billtext/pdf/HB01787I.pdf
Current Bill Status: March 9, 2009, referred to Business and Industry Committee.
HB 2235
Relating to business entities and associations.
Full Text available at: http://www.capitol.state.tx.us/tlodocs/81R/billtext/pdf/HB02235I.pdf
Current Bill Status: March 18, 2009, in Business & Industry Committee.
SB 1276
Relating to the regulation of service of process; providing criminal and administrative penalties.
Full Text available at: http://www.capitol.state.tx.us/tlodocs/81R/billtext/pdf/SB01276I.pdf
Current Bill Status: March 17, 2009, referred to Jurisprudence Committee.
Virginia
SB 1241
that a limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement. The measure clarifies that the existing restrictions on distributions by a limited liability company do not apply to distributions of assets upon the company's dissolution. The period during which a member of a limited liability company is liable for a wrongful distribution made by the company is shortened from six to two years. The grounds for dissociating a member from a limited liability company are revised to remove the existing provision that states that a transfer of the member's interest for security purposes or by a court order charging the interest does not provide grounds for the member's expulsion if such a transfer or charging has not been foreclosed. The provision that a claim against a dissolved limited liability company is barred in certain circumstances if the claimant does not commence enforcement proceedings within 90 days from delivery of written confirmation of the claim to the dissolved company is revised to require that the claimant's proceeding be commenced within 90 days from the effective date of the notice from the company. The measure also provides that a dissolved limited liability company may apply for a court determination of the security to be provided for payment of claims that are based on a liability that will mature more than 60 days after the delivery of notice to the claimant. The Professional Limited Liability Company Act is amended to provide that the obligation of such a company to pay a former member the value of his interest when his membership is terminated is not contingent upon the company's continuation. The measure also makes several technical revisions to the Limited Liability Company Act.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+SB1241ER
Current Bill Status: March 4, 2009, signed by Senate President.
SB 1328
Limited liability partnerships; cancellation of status. Provides for the cancellation, rather than the revocation, of registered limited liability partnership status. The revision conforms these provisions to those applicable to other business entities. The measure also (i) provides for the automatic cancellation of status of a domestic or foreign partnership if its registered agent resigns and a replacement is not timely appointed; (ii) requires a written application for restoration of status as a registered limited liability partnership; and (iii) makes technical changes.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+SB1328ER
Current Bill Status: March 4, 2009, signed by Senate President.
