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NRAI Compliance Updates - March, 2004
Greetings,
Please find below NRAI's monthly collection of updates and alerts for Business Entities and the SEC. Please follow the links to additional information where applicable.
Newly Introduced and Pending Legislation
Alabama
HB 582
Business Corporation Shareholder Voting Modernization Act, corporations, voting by shareholders, use of electronic transmission over the Internet to appoint proxies authorized,
Secs. 10-2B-1.40, 10-2B-7.22, 10-2B-7.24 am'd
Under existing law, shares of a corporation may be voted by a shareholder in person or by proxy appointed by signing an appointment either personally or by the shareholder's attorney-in-fact. This bill would amend Section 10-2B-1.40, Code of Alabama 1975, to define electronic transmission for purposes of the Alabama Business Corporation Act. This bill would also amend Section shareholders to appoint proxies electronically, including by submission through the internet. Also, under existing law, if the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. This bill would amend Section 10-2B-7.24, Code of Alabama 1975, to allow corporations to accept votes electronically, including by submission through the internet.
Legislative History:
03/09/2004 Read for the first time and referred to the House of Representatives committee on Commerce
Full Text available at http://alisdb.legislature.state.al.us/acas/ACASLogin.asp
Click the “view” button in upper right hand corner.
Colorado
HB 1399
Amends laws relating to a limited liability company
("LLC") by: Specifying the effects of and methods to modify an operating agreement; Altering the rules governing LLC management, including new duties for members and managers, new indemnification obligations and rights, and new record-keeping requirements; Changing the rules for member admission, contributions, resignation, transfer of interests, voting, meetings, and LLC dissolution.
Legislative History:
03/10/2004 Introduced In House - Assigned to Business Affairs & Labor
Full Text available at CLICK
HERE
Connecticut
SB 556 An act concerning certain business organization mergers and dissolution of certain nonstick corporations
To provide that one or more domestic corporations may merge with one or more domestic or foreign corporations or other entities, to specify certain provisions to be set forth in a certificate of dissolution in the case of a nonstock corporation without members or with members who are not entitled to vote on the dissolution, to provide that one or more domestic limited partnerships may merge with one or more domestic or foreign limited partnerships and to provide that one or more limited liability companies may merge or consolidate with one or more domestic or foreign limited liability companies.
Introduced and referred to Joint Committee on Judiciary March 3, 2004
Full Text available at http://www.cga.state.ct.us/2004/tob/s/2004SB-00556-R00-SB.htm
HB 5625 An act concerning registered agents and annual reports of stock and nonstock corporations, the names of business entities required to file with the secretary of the state, the filing of aircraft and vessel liens and the filing of certain notices and reports by limited liability companies.
To require that appointments of registered agents by stock and nonstock corporations be in writing and signed by the registered agent so appointed, to permit registered limited liability partnerships and statutory trusts to serve as agents for service of process for various business entities, to eliminate provisions concerning biennial reports by stock and nonstock corporations, to require foreign limited liability companies to report manager or member information in their annual reports, to revise provisions concerning the reservation and use of names by business entities to include the names of all entities that register with the office of the Secretary of the State, to provide for the filing of an interim notice of change of manager or member by domestic and foreign limited liability companies, to require filings for vessel liens and aircraft liens to be in duplicate rather than in quadruplicate and to make technical and conforming changes.
3/9/2004 Public Hearing 03/15
3/4/2004 Referred to Joint Committee on Judiciary
Full Text available at http://www.cga.state.ct.us/2004/tob/h/2004HB-05625-R00-HB.htm
Federal Legislation
House Bill 3955
To require the Securities and Exchange Commission to require public companies to disclose their payments to foreign governments for the purposes of natural resources exploration, development, and extractions rights.
Legislative History:
3/11/2004 Referred to House committee. Status: Referred to the House Committee on Financial Services.
View Full text at http://thomas.loc.gov/cgi-bin/query/z?c108:H.R.3955:
Illinois
SB 2982
Uniform Limited Partnership Act
Creates the Uniform Limited Partnership Act (2001). Provides procedures for the formation, operation, and regulation of limited partnerships. Repeals the Revised Uniform Limited Partnership Act. Amends other Acts to make conforming changes.
Legislative History:
2/6/2004 Senate Filed with Secretary by Sen. Don Harmon
2/6/2004 Senate First Reading
2/6/2004 Senate Referred to Rules
2/18/2004 Senate Assigned to Judiciary
2/26/2004 Senate Do Pass Judiciary; 008-000-000
2/26/2004 Senate Placed on Calendar Order of 2nd Reading March 2, 2004
3/4/2004 Senate Senate Floor Amendment No. 1 Filed with Secretary by Sen. Don Harmon
3/4/2004 Senate Senate Floor Amendment No. 1 Referred to Rules
Full Text available at CLICK
HERE
Iowa
HB 2539
A bill for an act to permit a state bank to organize as a limited liability company. {Formerly HSB 673}
Legislative History:
March 12, 2004 Introduced, placed on calendar
Full Text available at: CLICK
HERE
Louisiana
HB 37 Repeals the corporation franchise tax
Present law levies the corporation franchise tax on the amount of each corporation’s taxable capital a the rate of $1.50 per $1,000 on the first $300,000 of the taxable capital and $3.00 per $1,000 on all taxable capital over $300,000. Taxable capital means capital stock, surplus, undivided profits, and borrowed capital.
Proposed law repeals the corporation franchise tax.
Legislative History:
3/8/04 Read by title, returned to calendar subject to call
Full Text available at: http://www.legis.state.la.us/leg_docs/041ES/CVT6/OUT/0000KYBF.PDF
Maryland
HB 1504 Corporations - Limited Liability Companies - Entity Conversion
Authorizing a corporation to become a limited liability company in accordance with a plan of entity conversion adopted and approved in accordance with the Act; requiring a plan of entity conversion of a converting corporation to include specified terms and conditions and a specified attachment; authorizing a plan of entity conversion to include a specified provision; prohibiting a specified change to the terms and conditions of a plan of entity conversion; etc.
Legislative History:
House Action
3/4/04 First Reading House Rules and Executive Nominations
3/15/04 Re-referred Economic Matters
Full Text available at http://mlis.state.md.us/2004rs/bills/hb/hb1504f.rtf
HB 1512 Corporations and Associations - Venture Limited Liability Companies
Providing that the articles of incorporation of a venture limited liability company are subject to repeal or modification by public general law of the General Assembly; providing that a specified determination relating to a venture limited liability company is prima facie proper if specified conditions are met; establishing specified rules governing the assertion of lack of corporate power or capacity in proceedings relating to a venture limited liability company; etc.
Legislative History:
House Action
3/5
First Reading House Rules and Executive Nominations
3/15
Re-referred Economic Matters
Full Text Available at: http://mlis.state.md.us/2004rs/bills/hb/hb1512f.rtf
Nebraska
LB 16 Change filing requirements for professional services businesses
A BILL FOR AN ACT relating to business entities; to amend sections 21-2204, 21-2209, 21-2607, 21-2631, and 21-2639, Reissue Revised Statutes of Nebraska, and sections 67-454, 67-456, and 67-458, Revised Statutes Supplement, 2002; to change filing requirements for businesses engaged in professional services as prescribed; to harmonize provisions; and to repeal the original sections.
Legislative Bill 16 changes filing requirements for businesses engaged in professional legal services. In 1999, the Nebraska Supreme Court adopted the Limited Liability Professional Organizations rule which enables law firms to organize as Limited Liability entities. Such rule requires firms to receive a certificate of authority issued by the Court, prior to such firms or entities filing with the Secretary of State as business entities.
LB16 clearly states that any business entity engaged in the practice of law must include in its application to the Secretary of State a certificate of authority from the Court.
Legislative History
2003 Jan. 9 Read first time
2003 Jan. 10 Referred to Business and Labor Committee
2003 Feb. 27 Notice of hearing (3/10)
2003 Mar. 11 Placed on General File
2004 Jan. 7 Title printed
2004 Feb. 26 Advanced for Review
2004 Mar. 2 Placed on Select File - AM7178
2004 Mar. 5 AM7178 (E & R) adopted. Advanced for Engrossment
2004 Mar. 8 Correctly Engrossed
2004 Mar. 11 Final Reading 40-0-9
2004 Mar. 16 McDonald explanation of vote
Full text may be viewed at http://www.unicam.state.ne.us/pdf/FINAL_LB16_1.pdf
Rhode Island
HB 8036
This act would require the secretary of state to make available for sale a database of information contained in filings received by the secretary of state. This act would take effect upon passage.
Legislative History:
02/24/2004 Introduced, referred to House Corporations
Full Text available at http://www.rilin.state.ri.us/Billtext/BillText04/HouseText04/H8036.pdf
HB 7463
This act would authorize the secretary of state to levy a penalty in the amount of one thousand five hundred dollars ($1,500) to foreign corporations which do not obtain certificates of authority prior to conducting work in this state. This act would take effect upon passage.
Legislative History:
02/03/2004 Introduced, referred to House Corporations
Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText04/HouseText04/H7463.pdf
Pending and Passed Legislation Status
California HB 1000 regarding amendments to disclosure statement filings, Read first time and sent to print in House 2/20/03. Status and text
at: CLICK
HERE
California HB 1013 regarding dissenters rights read first time and to print 2/20/03. Status and text at:
CLICK
HERE
California HB 1859 regarding certificate of cancellation for
LLC’s. Read first time and to print in House 2/20/04. Status and text at:
CLICK
HERE
California HB 1894 regarding seizure of business records to be heard in House Public Safety Committee 3/23/04 at 9:00 a.m. Room 126. Status and text at:
CLICK
HERE
Idaho HB 671 Revised Business Corporation Act, Approved in House 3/2/04 and sent to Senate. Status and Text at
CLICK
HERE
Illinois SB 2982 Uniform Limited Partnership Act, first amendment and referred to Rules Committee. Status and Text at
CLICK
HERE
Kentucky HB 135 creating a new section of KRS Chapter 14 to allow the Secretary of State to accept electronic signatures as notarization of business filings. Mar 10-posted for passage in the Regular Orders of the Day for Thursday, March 11, 2004. Status and Text at
CLICK
HERE
Maryland HB 1504 concerning conversion of a corporation into a limited liability company. 3/15/04 Re-referred to Economic Matters. Status and Text at
CLICK
HERE
Minnesota HB 1802 companion to SB 1829 relating to Organization, structure, and governance of business and nonprofit corporations and limited liability companies. 2/19/04 re-referred to State Government Finance. Status and Text at
CLICK
HERE
Mississippi HB 926 Create a Uniform Partnership Act. 3/9/04 Died in Committee. Status and Text at
CLICK
HERE
Mississippi HB 972 Business Corporation Act. 3/12/2004 Passed House and transmitted to Senate. Status and Text at
CLICK
HERE
New Mexico SB 152 New Mexico Securities Act Reporting Requirements. 3/4/04 Signed as Chapter 79. Status and Text at
CLICK
HERE
Oklahoma HB 1885 Requiring corporations to issue fractional shares. Passed House 3/2/04, passed to Senate. Referred to Senate Judiciary Committee 3/15/04
Oklahoma SB 1511 Modifying the Oklahoma General Corporation Act passed Senate 3/2/04 and sent to House. Referred to House Judiciary Committee 3/4/04. Text as Engrossed in House at
CLICK
HERE
Rhode Island HB 1123 an Act to authorize banks to be organized as limited liability companies. Passed and signed by Governer on 3/8/04
Utah SB 144 modifies provisions of the Corporations Code related to corporation sole. Passed both House and Senate, sent to Governor 3/12/04. Text and Status at
CLICK
HERE
Virginia HB 342 relating to Business entities, mergers, conversions, and registration. The bill expands what must be included application for registration, reentry, or reinstatement. Passed by both House and Senate 2/26/04. Text and Status at
CLICK
HERE
Virginia HB 884 Provides that where the articles of incorporation of a nonstock corporation are silent, the term of a director elected by the board of directors to fill a vacancy expires at the next meeting at which directors are elected. Current law contains no provision allowing the articles of incorporation to govern this matter. Passed both House and Senate 3/15/04. Text and Status at
CLICK
HERE
Securities and Exchange Commission News
The SEC has extended the compliance date for Section 404 of the Sarbanes-Oxley Act for internal control provisions. With an original compliance date of June 15, 2004 a little breathing room has been given by the date being extended for accelerated
filers. A company that has a market cap exceeding $75 million, must now comply with the filing requirements for fiscal years ending on or after November 15, 2004. Non-accelerated filers have been given an extension for compliance to fiscal years ending on or after July 15, 2005.
Previous issues of the NRAI
Newsletter may be found at: http://secure.nrai.com/dynamic_frame.asp?page=research
Corporate Governance Solutions
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About NRAI
National Registered Agents, Inc.
(NRAI) is a professional Registered Agent for new and
established business entities. NRAI is fully licensed to
maintain Registered Office and receive legal process for
companies throughout the United States and around the
globe.
The NRAI Network encompasses 23
operating affiliates, with more than 400 associates, and
36 offices nationwide. The Network is focused on
providing comprehensive corporate and public record
information, research, retrieval, filing, and corporate
services for both law firms and corporate legal
departments.
For more information regarding NRAI services, please contact us at 800.550.6724 or info@nrai.com
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