Hello All,
An interesting month in legislation with New York introducing House Bill
6831 to amend the provisions of Senate Bill 85-A that was signed into
law on February 3, 2006. Senate Bill 85-A has an effective date of
June 1, 2006 and requires certain entities, LLC’s for example, to publish a notice that contains, among
other things, the names of the first ten members or partners who have
management or pecuniary interests in the entity. The proposed
House Bill 6831 eliminates that disclosure provision.
Michigan passed and presented
House Bills 5315-5321 and 5323 to the Governor on March 6, 2006 which
deal with a number of provisions in the corporate statutes. As of
this writing there is no confirmation the Governor has signed the bills.
As always we provide links below if you wish to keep tabs on the
progress.
Utah has now passed and signed
into law a bill, HB 27, which authorizes Series Limited Liability
Companies.
Robert K. Rowell
Vice-President & General Counsel
California
HB 2319 Tax
Minimum annual tax: exemptions: corporations, LLC, limited partnerships
and limited liability partnerships.
An act to amend Sections 17935, 17941, 17948, and 23153 of the Revenue
and Taxation Code, relating to taxation, to take effect immediately, tax
levy.
Full Text available at:
http://www.assembly.ca.gov/acs/acsframeset2text.htm by searching for
Bill 2319
Current Bill Status: February 22, 2006 Read first time.
HB 2426 Annual Reports
Corporations: reporting requirements.
An act to add Sections 1502.2 and 2117.2 to the Corporations Code, and
to amend Section 12186 of the Government Code, relating to corporations.
Full Text available at:
http://www.assembly.ca.gov/acs/acsframeset2text.htm by searching for
Bill 2426
Current Bill Status: February 23, 2006 Read first time.
HB 2588 Reinstatement
Business entities: reinstatement. This bill would require the
Secretary of State to reinstate a business entity to active status upon
a court finding that factual representations
in
support of the termination document are materially false or the
submission of the termination document for filing with the Secretary of
State is fraudulent or upon other grounds warranting reinstatement of
the business entity.
Full Text available at:
http://www.assembly.ca.gov/acs/acsframeset2text.htm by searching for
Bill 2588
Current Bill Status: February 27, 2006 Read first time.
HB 2668 Tax
This bill, for taxable years beginning on or after January 1, 2004,
would allow an “S” corporation, as provided, to carry forward a net
operating loss incurred by that corporation as a “C” corporation from
its last taxable year beginning before January 1, 2002, to the first
taxable year beginning on or after January 1, 2004, in which the
corporation is treated as an “S” corporation for state tax purposes as a
result of the enactment of Chapter 35 of the Statutes of 2002. This bill
would also allow an “S” corporation to carry forward the full amount of
tax credits, as specified, generated by that corporation as a “C”
corporation to the first taxable year beginning on or after January 1,
2003, in which the corporation is deemed to be an
“S” corporation for state tax purposes pursuant to Chapter 35 of the
Statutes of 2002.
Full Text available at:
http://www.assembly.ca.gov/acs/acsframeset2text.htm by searching for
Bill 2668
Current Bill Status: February 27, 2006 Read first time.
HB 2830 Tax
The Corporation Tax Law, in
conformity with federal income tax laws, allows a purchasing corporation
to make an election that its purchase of qualified stock, as defined,
from a target corporation may be treated as an asset acquisition
resulting in a step up in basis of the stock. This bill would provide
that an election for federal income tax purposes shall be treated as an
election for state purposes and no election shall be allowed for state
purposes unless a valid election was made for federal purposes. This
bill would result in a change in state taxes for the purpose of
increasing state revenues within the meaning of Section 3 of Article
XIII A of the California Constitution, and thus would require for
passage the approval of 2⁄3 of the membership of each house of the
Legislature.
Full Text available at:
http://www.assembly.ca.gov/acs/acsframeset2text.htm by searching for
Bill 2830
Current Bill Status: February 27, 2006 Read first time.
HB 2982 Tax
This bill, for taxable years
beginning on or after January 1, 2004, would allow an “S” corporation,
as provided, to carry forward a net operating loss incurred by that
corporation as a “C” corporation from its last taxable year beginning
before January 1, 2002, to the first taxable year beginning on or after
January 1, 2004, in which the
corporation is treated as an “S” corporation
for state tax purposes as a result of the enactment of Chapter 35 of the
Statutes of 2002. This bill would also allow an “S” corporation to carry
forward the full amount of tax credits, as specified, generated by that
corporation as a “C” corporation to the first taxable year beginning on
or after January 1,
2003, in which the
corporation is deemed to be an “S” corporation for state tax purposes
pursuant to Chapter 35 of the Statutes of 2002.
Full Text available at:
http://www.assembly.ca.gov/acs/acsframeset2text.htm by searching for
Bill 2982.
Current Bill Status: February 27, 2006 Read first time.
HB 2998 Tax
This bill would specify that the
amount of NOLs and tax credits acquired by a corporate taxpayer from
other corporations, as a result of the acquisition of those corporations
by the taxpayer, must be calculated by multiplying the amount of NOLs or
tax credits allowable to the taxpayer for federal income tax purposes,
after applying the federal limitation rules, by the average
apportionment percentage of the acquired corporation for the year of the
acquisition and the 2 immediately preceding taxable years.
The Corporation Tax Law, in
conformity with, and by reference to, specified federal statutes,
requires a borrower to include in its income the amount of debt canceled
or discharged; however, it allows a corporate taxpayer, instead of
including that amount in its income, to reduce the taxpayer’s tax
attributes, such as net operating losses, tax credits, capital losses,
and depreciable basis of property, that could otherwise have been used
by the taxpayer to reduce its tax liability in the future, as provided.
This bill would require the
apportionment and allocation rules to apply for purposes of determining
the amount of tax attributes that a taxpayer is required to reduce, as
provided.
Full Text available at:
http://www.assembly.ca.gov/acs/acsframeset2text.htm by searching for
Bill 2998.
Current Bill Status: February 27, 2006 Read first time.
Colorado
SB 187 Creditors Rights after
Dissolution
Standardizes rights of creditors, owners, and the entity with respect
to dissolved business entities. Clarifies the rights of creditors of a
corporation or nonprofit corporation.
Standardizes rules for unlawful distributions for a limited liability
partnership, a limited liability limited partnership, and a limited
liability company. Amends the corporation and association laws by:
Adding a definition of a "mutual ditch company" to the "Colorado Revised
Nonprofit Corporation Act"; Clarifying trade name laws as such laws
pertain to delinquent or dissolved entities; Modifying the definition,
contents, and operation of an operating agreement of a limited liability
company; Clarifying the role of managers and members of a limited
liability company, including agency authority; Modifying the voting
requirements with respect to mergers and conversions; Clarifies the
liabilities of directors and officers of a nonprofit corporation that
dissolves but continues to operate without winding up. Expands the
authority of the secretary of state to propound interrogatories to a
domestic entity that has a constituent filed document in the records of
the secretary of state, and a foreign entity that is authorized to
transact business or conduct activities in Colorado. Sets deadlines by
which an entity shall respond to the interrogatories. Increases the penalties for failure to respond to interrogatories.
Makes conforming amendments.
Full Text available at:
http://www.leg.state.co.us/clics2006a/csl.nsf/fsbillcont3/FE46FE6F1954318D87257106007935C6?Open&file=187_ren.pdf
Current Bill Status: February 27, 2006 Third Reading in
Senate, passed.
Connecticut
HB 5155 Tax
To eliminate the $250.00 minimum business tax.
Full Text available at:
http://www.cga.ct.gov/2006/TOB/H/2006HB-05155-R00-HB.htm
Current Bill Status: February 16, 2006 Referred to Joint Committee on
Finance, Revenue and Bonding
HB 5156 Tax
To eliminate the surcharge on the corporation business tax.
Full Text available at:
http://www.cga.ct.gov/2006/TOB/H/2006HB-05156-R00-HB.htm
Current Bill Status: February 16, 2006 Referred to Joint Committee on
Finance, Revenue and Bonding
HB 5167 Tax
To eliminate the deduction for non-cash compensation from the tax base
of corporations.
Full Text available at:
http://www.cga.ct.gov/2006/TOB/H/2006HB-05167-R00-HB.htm
Current Bill Status: February 16, 2006 Referred to Joint Committee on
Finance, Revenue and Bonding
HB 5168 Tax
To assure that stock options and other non-cash compensation expenses
of corporations are not deducted from income for purposes of the
corporation business tax.
Full Text available at:
http://www.cga.ct.gov/2006/TOB/H/2006HB-05168-R00-HB.htm
Current Bill Status: February 16, 2006 Referred to Joint Committee on
Finance, Revenue and Bonding
HB 5541 Conversion
To clarify certain provisions governing the conversion of a partnership
to a limited liability company and to conform
certain provisions concerning partnership dissolution to the Uniform
Partnership Act.
Full Text available at:
http://www.cga.ct.gov/2006/TOB/H/2006HB-05541-R00-HB.htm
Current Bill Status: March 14, 2006 Filed with Legislative
Commissioners' Office having passed Senate Judiciary Committee.
SB 547 Directors and Officers
To amend the Connecticut Business Corporation Act to adopt recent
changes to the Model Business Corporation Act concerning the duties and
responsibilities of corporate directors and officers and to make similar
amendments to the Connecticut Revised Nonstock Corporation Act.
Full Text available at:
http://www.cga.ct.gov/2006/TOB/S/2006SB-00547-R00-SB.htm
Current Bill Status: March 14, 2006 Public hearing in Judiciary
Committee
Georgia
SB 469 Corporations, Partnerships and
Associations
Corporations, Partnerships and Associations; update provisions
To amend Title 14 of the Official Code of Georgia Annotated, relating to
corporations, partnerships, and associations, so as to provide for the
updating of provisions relating to corporations, partnerships, and
associations; to provide confirmation when an order for relief with
respect to a corporation has been entered pursuant to the federal
Bankruptcy Code of the power and authority of such corporation to take
action pursuant to the decree of order or the court or judge in such
bankruptcy proceedings; to provide that a board of directors can commit
a corporation to submit a matter for shareholder approval even if the
board of directors subsequently determines to recommend against it
later; to correct cross-references; to change certain provisions
relating to court ordered indemnification and advancement for expenses;
to confirm the authority of a court to order advancement of expenses
before determining a director’s ultimate entitlement to indemnification;
to provide statutory rules of construction for language frequently used
in mandatory indemnification provisions; to change certain provisions
relating to amendment to articles of incorporation by board of directors
and shareholders; to repeal certain provisions relating to amendment to
articles of incorporation pursuant to reorganization; to clarify
existing law by expressly recognizing the possibility of different
treatment of shareholders in a plan of merger of share exchange; to
change certain provisions relating to merger; to change certain
provisions relating to share exchange; to change certain provisions
relating to action on plan of merger; to change certain provisions
relating to merger with subsidiary; to change certain provisions
relating to merger with other entities; to change certain provisions
relating to election to become limited liability company; to streamline
the process of permitting an entity to convert from one form into
another; to allow entities organized in other states to convert to
certain corporations or partnerships in this state; to change certain
provisions relating to sale of assets requiring shareholder approval; to
change certain provisions relating to right to dissent; to change
provisions relating to dissolution by board of directors and
shareholders; to change certain provisions relating to amended
certificate of authority; to change certain provisions relating to
corporate name of foreign corporation; to change certain provisions
relating to election to become a limited partnership; to change certain
provisions relating to certificate of authority for foreign limited
partnerships; to change certain provisions relating to change of name or
state of organization; to change certain provisions relating to amended
certificate required for change of name or jurisdiction of organization;
to change certain provisions relating to election to become a limited
liability company; to add a filing fee for entity conversion; to change
certain provisions relating
Full Text available at:
http://www.legis.state.ga.us/legis/2005_06/pdf/sb469.pdf
Current Bill Status: February 14, 2006 passed in Senate, Sent to House.
February 16, 2006 read for second time in House.
Iowa
SB 2374 Entity Names
This bill is divided into a number of divisions corresponding to Code
chapters governing different forms of business entities, including
division I which amends provisions in Code chapter 490 governing
business corporations, division II which amends provisions in Code
chapter 490A governing limited liability companies, and division III
amending provisions in Code chapter 504 governing nonprofit
corporations. DIVISION I == BUSINESS CORPORATIONS. Code section 490.401
restricts how a business corporation may name itself. The division
provides that the name must be distinguished from names of other
business entities in existence or which may be reinstated following
administrative dissolution, including a limited liability partnership
(Code chapter 486A), a limited partnership (Code chapter 488), another
business corporation, a limited liability company (Code chapter 490A),
or a nonprofit corporation (Code chapter 504). Code section 490.401 is
amended to allow a business corporation to file a certified copy of a
resolution with the secretary of state to use a fictitious name. Code
section 490.704 is amended to allow a business corporation to take
action without a meeting with the consent of shareholders having the
minimum number of votes required to authorize the action at a meeting.
Code section 490.1422 provides procedures for reinstatement by the
secretary of state. The division provides that a corporation does not
relinquish the right to retain its corporate name if the reinstatement
is effective within five years of the effective date of the
corporation's dissolution. DIVISION II == LIMITED LIABILITY COMPANIES.
Code section 490A.131 requires a limited liability company to deliver a
biennial report to the secretary of state. The division provides that
the report must include the name and address of the limited liability
company's registered office and agent. Code section 490A.201 is amended
to provide that a limited liability company may have as its purpose any
lawful activity, not just a lawful business activity. Code section
490A.305 is amended to further describe the requirements for maintenance
of separate and distinct records associated with a series of members,
managers, or membership interests of a limited liability company. In
addition, the division amends Code sections 490A.305, 490A.1401,
409A.1405, 490A.1406, and 490A.1410 by making terminology changes in
Code chapter 490A relating to the issuance of certificates of authority
to foreign limited liability companies. DIVISION III == NONPROFIT
CORPORATIONS. Code section 504.401 restricts how a nonprofit corporation
may name itself. The division amends Code section 504.403 to provide
that the registered name must be distinguished from names of other
business entities in existence or which may be reinstated following
dissolution, in the same manner as the business entities described in
division I.
Full Text available at:
http://coolice.legis.state.ia.us/Cool-ICE/default.asp?category=billinfo&Service=Billbook&menu=text&hbill=SF2374
Current Bill Status: March 14, 2006 read first time and passed.
Kansas
HB 2973 Annual Reports
Extension for filing annual reports of business
entities.
An act concerning business entities; relating to annual reports; exten-
sion of time for filing; amending K.S.A. 56-1a606, 56-1a607, 56-1a610,
56a-1201, 56a-1202 and 56a-1204 and K.S.A. 2005 supp. 17-1618, 17- 2036,
17-2718, 17-4634, 17-4677, 17-7503, 17-7504, 17-7505, 17-7514 and
17-76,139 and repealing the existing sections.
Full Text available at:
http://www.kslegislature.org/bills/2006/2973.pdf
Current Bill Status: February 22, 2006 Introduced.
Kentucky
HB 234 Partnerships
Create two new subchapters of KRS Chapter 362, relating to partnerships,
to adopt with changes the Uniform Partnership Act, as approved by the
National Conference of Commissioners on Uniform State Laws in 1994 and
with amendments thereto in 1997, and the Uniform Limited Partnership
Act, as approved by the National Conference of Commissioners on Uniform
State Laws in 2001; create a new section of KRS Chapter 275, the
Kentucky Limited Liability Company Act, to permit the conversion of a
limited liability company to a limited partnership; amend KRS 446.010,
relating to definitions for the Kentucky Revised Statutes, to provide
that the word "partnership" shall include all varieties of both general
and limited partnerships, unless otherwise required by the context;
amend KRS 365.015, 313.310, 148.851, 164.6011, 274.005, 275.010,
292.310, 342.0011, 67.750, various sections in Title XI, relating to
revenue and taxation, and various sections in KRS Chapter 154, relating
to state development, to conform; and, effective January 1, 2008, repeal
the Uniform Partnership Act, KRS 362.150 to 362.360, the Kentucky
Revised Uniform Limited Partnership Act, KRS 362.401 to 362.525, and
remaining sections of KRS Chapter 362 relating to registered limited
liability partnerships, merger of various partnerships with other
business entities, and suits by and against partnerships.
Full Text available at:
http://www.lrc.ky.gov/record/06RS/HB234/bill.doc
Current Bill Status: March 2, 2006 after passing in House sent to Senate
and referred to Judiciary Committee
HB 571 Tax
Amend KRS 141.010 to change the definition of "corporation" and add
definitions of "pass-through entity," "S corporation," and "limited
liability pass-through entity"; amend KRS 141.0205 to recognize changes
to types of credits; amend KRS 141.040 to recognize change in corporate
definitions and to keep 7% as top corporate tax rate; create a new
section of KRS Chapter 141 to address changes in the structure of the
alternative minimum calculation; create a new section of KRS Chapter 141
to impose the replacement for the corporation minimum tax; amend KRS
141.042 to include the new alternative minimum calculation language;
amend KRS 141.120 to address pass-through entity apportionment; amend
KRS 141.200 to recognize changes to corporate definitions; amend KRS
141.205 to recognize changes to corporate definitions and to make a
technical correction; amend KRS 141.206 to recognize changes in
definitions and to require withholding on nonresident owners of
pass-through entities, allow limited exceptions, and determine basis in
an ownership interest; amend KRS 141.208 to treat limited liability
companies for tax purposes as they are treated by the IRS; amend KRS
141.420 to apply for tax years beginning during 2005; amend KRS 141.011,
141.068, 141.130, 141.347, 141.400, 141.401, 141.403, 141.405, 141.407,
141.414, 141.415, 141.418, 141.424, 141.428, 141.430, 141.390, 136.505,
154.01-010, 144.125, and 144.139 to conform; make effective for tax
years beginning on and after January 1, 2006.
Full Text available at:
http://www.lrc.ky.gov/record/06RS/HB571/bill.doc
Current Bill Status: February 14, referred to Appropriations and Revenue
Committee.
Maine
HB 1431 (LD#2034)
Non-Profit Corporations
This amendment clarifies that a corporation without capital stock formed
under the Maine Revised Statutes, Title 13 may merge or consolidate with
or into a nonprofit corporation formed under Title 13-B.
Full Text available at:
http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280020452&LD=2034&Type=1&SessionID=6
Current Bill Status: February 28, 2006 sent to Judiciary Committee
Maryland
HB 708 Civil
Procedure, Service of Process
Criminal Procedure - Process Against Limited
Liability Companies - Summons, Service, and Execution.
Authorizing a clerk of court, if a charging document is filed against a
specified limited liability company, to issue a summons to the limited
liability company in the company name to appear at court to answer the
charging document; establishing that, if a sheriff or other officer
returns a summons in a specified manner, the limited liability company
to whom the summons was issued shall be considered as in court and as
appearing to the charging document; etc.
Full Text available at:
http://mlis.state.md.us/2006rs/bills/hb/hb0708t.pdf
Current Bill Status: March 3, 2006 having passed the House sent to
Senate and referred to Judiciary Committee.
SB 578 Limited
Liability Companies and Partnerships - Inspection Authority of Personal
Representative
Authorizing a personal representative, trustee, or fiduciary to inspect
the property and assets of a limited liability company in which the
personal representative, trustee, or fiduciary holds an interest to
determine compliance with an environmental law and respond to liability
relating to the property; etc.
Full Text available at:
http://mlis.state.md.us/2006rs/bills/sb/sb0678t.pdf
Current Bill Status: February 24, 2006 First Reading in Judiciary
Committee
Michigan
HB 5315 Foreign Corporations
An Act to amend 1972 PA 284, entitled "An act to provide for the
organization and regulation of corporations; to prescribe their duties,
rights, powers, immunities and liabilities; to provide for the
authorization of foreign corporations within this state; to prescribe
the functions of the administrator of this act; to prescribe penalties
for violations of this act; and to repeal certain acts and parts of
acts," by amending section 735 (MCL 450.1735), as amended by 1997 PA
118.
Full Text available at:
http://www.legislature.mi.gov/documents/2005-2006/billenrolled/House/pdf/2005-HNB-5315.pdf
Current Bill Status: March 6, 2006 presented to Governor.
HB 5316 Foreign Corporations
An Act to amend 1972 PA 284, entitled "An act to provide for the
organization and regulation of corporations; to prescribe their duties,
rights, powers, immunities and liabilities; to provide for the
authorization of foreign corporations within this state; to prescribe
the functions of the administrator of this act; to prescribe penalties
for violations of this act; and to repeal certain acts and parts of
acts," by amending section 823 (MCL 450.1823), as amended by 1989 PA 121
Full Text available at:
http://www.legislature.mi.gov/documents/2005-2006/billenrolled/House/pdf/2005-HNB-5316.pdf
Current Bill Status: March 6, 2006 presented to Governor.
HB 5317 Foreign Corporations
An Act to amend 1972 PA 284, entitled "An act to provide for the
organization and regulation of corporations; to prescribe their duties,
rights, powers, immunities and liabilities; to provide for the
authorization of foreign corporations within this state; to prescribe
the functions of the administrator of this act; to prescribe penalties
for violations of this act; and to repeal certain acts and parts of
acts," by amending section 611 (MCL 450.1611), as amended by 1997 PA
118.
Full Text available at:
http://www.legislature.mi.gov/documents/2005-2006/billenrolled/House/pdf/2005-HNB-5317.pdf
Current Bill Status: March 6, 2006 presented to Governor.
HB 5318 Foreign Corporations
An Act to amend 1972 PA 284, entitled "An act to provide for the
organization and regulation of corporations; to prescribe their duties,
rights, powers, immunities and liabilities; to provide for the
authorization of foreign corporations within this state; to prescribe
the functions of the administrator of this act; to prescribe penalties
for violations of this act; and to repeal certain acts and parts of
acts," by amending section 528 (MCL 450.1528), as amended by 1997 PA
118.
Full Text available at:
http://www.legislature.mi.gov/documents/2005-2006/billenrolled/House/pdf/2005-HNB-5318.pdf
Current Bill Status: March 6, 2006 presented to Governor.
HB 5319 Foreign Corporations
An Act to amend 1972 PA 284, entitled "An act to provide for the
organization and regulation of corporations; to prescribe their duties,
rights, powers, immunities and liabilities; to provide for the
authorization of foreign corporations within this state; to prescribe
the functions of the administrator of this act; to prescribe penalties
for violations of this act; and to repeal certain acts and parts of
acts," by amending section 441 (MCL 450.1441), as amended by 1989 PA
121.
Full Text available at:
http://www.legislature.mi.gov/documents/2005-2006/billenrolled/House/pdf/2005-HNB-5319.pdf
Current Bill Status: March 6, 2006 presented to Governor.
HB 5320 Foreign Corporations
An Act to amend 1972 PA 284, entitled "An act to provide for the
organization and regulation of corporations; to prescribe their duties,
rights, powers, immunities and liabilities; to provide for the
authorization of foreign corporations within this state; to prescribe
the functions of the administrator of this act; to prescribe penalties
for violations of this act; and to repeal certain acts and parts of
acts," by amending section 442 (MCL 450.1442).
Full Text available at:
http://www.legislature.mi.gov/documents/2005-2006/billenrolled/House/pdf/2005-HNB-5320.pdf
Current Bill Status: March 6, 2006 presented to Governor.
HB 5321 Foreign Corporations
An Act to amend 1972 PA 284, entitled "An act to provide for the
organization and regulation of corporations; to prescribe their duties,
rights, powers, immunities and liabilities; to provide for the
authorization of foreign corporations within this state; to prescribe
the functions of the administrator of this act; to prescribe penalties
for violations of this act; and to repeal certain acts and parts of
acts," by amending section 143 (MCL 450.1143), as amended by 2001 PA 57.
Full Text available at:
http://www.legislature.mi.gov/documents/2005-2006/billenrolled/House/pdf/2005-HNB-5321.pdf
Current Bill Status: March 6, 2006 presented to Governor.
HB 5323 Foreign Corporations
An Act to amend 1972 PA 284, entitled "An act to provide for the
organization and regulation of corporations; to prescribe their duties,
rights, powers, immunities and liabilities; to provide for the
authorization of foreign corporations within this state; to prescribe
the functions of the administrator of this act; to prescribe penalties
for violations of this act; and to repeal certain acts and parts of
acts," by amending sections 106, 261, and 489 (MCL 450.1106, 450.1261,
and 450.1489), sections 106 and 489 as amended by 2001 PA 57 and section
261 as amended by 1993 PA 91.
Full Text available at:
http://www.legislature.mi.gov/documents/2005-2006/billenrolled/House/pdf/2005-HNB-5323.pdf
Current Bill Status: March 6, 2006 presented to Governor.
HB 5679 Board of Directors
Businesses; business corporations; term of office for board members;
require 3-year terms. Amends secs.
231, 441 & 505 of 1972 PA 284 (MCL 450.1231 et seq.).
A bill to amend 1972 PA 284, entitled "Business corporation act," by
amending sections 231, 441, and 505 (MCL 450.1231, 450.1441, and
450.1505), sections 231 and 441 as amended by 1989 PA 121 and section
505 as amended by 1993 PA 91.
Full Text available at:
http://www.legislature.mi.gov/documents/2005-2006/billintroduced/House/pdf/2006-HIB-5679.pdf
Current Bill Status: February 15, 2006 referred to Committee on Commerce
SB 751 Resorts, Police Powers
AN ACT to amend 1929 PA 137, entitled "An act to authorize the formation
of corporations by summer resort owners; to authorize the purchase,
improvement, sale, and lease of lands; to authorize the exercise of
certain police powers over the lands owned by said corporation and
within its jurisdiction; to impose certain duties on the department of
commerce; and to provide penalties for the violation of by-laws
established under police powers," by amending section19 (MCL 455.219).
Full Text available at:
http://www.legislature.mi.gov/documents/2005-2006/publicact/pdf/2006-PA-0044.pdf
Current Bill Status: March 2, 2006 Signed by Governor as Act No. 44
Public Acts of 2006
Minnesota
HB 3076 Definitions and Terms
Business corporations regulated, terms clarified and updated, limited
liability companies regulated, and references to limited liability
companies provided.
Full Text available at:
http://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=H3076.0.html&session=ls84
Current Bill Status: March 1, 2006 Introduced and referred to Civil Law
and Elections Committee.
SB 2520 Definitions and Terms
This bill contains recommendations from the business law section of the
Minnesota Bar Association. Article 1 contains amendments to chapter 302A,
dealing with business corporations. Article 2
contains amendments to chapter 322B, dealing with limited
liability companies. Most of the amendments in article 2
relating to limited liability companies are parallel to those made for
business corporations in article 1.
Full Text available at:
http://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=S2520.0.html&session=ls84
Current Bill Status: March 1, 2006 referred to Judiciary
Committee.
Missouri
SB 1208 Amendment,
Shareholder Approval
This act allows the
board of directors of a corporation to directly submit to its
shareholders, a proposed amendment to the corporation's articles of
incorporation.
Full Text available at:
http://www.senate.mo.gov/06info/pdf-bill/intro/SB1208.pdf
Current Bill Status: March 13, 2006 - Voted Do Pass in
Senate Judiciary and Civil & Criminal Jurisprudence Committee.
New York
HB 6831 LLC, LLP, LP, Notice and
Publication
Makes amendments to provisions requiring the
publication of notices for certain business entities.
Requires notices relating to business entities to be published for 6
weeks; eliminates the listing of certain owners of a business entity in
the affidavit of publication and the application for authority; requires
business entities to comply within 120 days; failure to comply shall
cause joint and several liability of the owners of the business.
Full Text available at:
http://assembly.state.ny.us/leg/?bn=S06831&sh=t
Current Bill Status: February 28, 2006 referred to Corporations,
Authorities and Commissions Committee.
HB 10055
Franchise Tax
Phases out the franchise tax on business corporations that are
manufacturers over a two-year period; defines terms "manufacturer" and
"principally engaged".
Full Text available at:
http://assembly.state.ny.us/leg/?bn=A10055&sh=t
Current Bill Status: February 22, 2006 referred to Ways and Means
Committee
HB 10128
Annual Report Filing Date
Requires the secretary of state to establish a filing fee date uniformly
applicable
to all domestic businesses and foreign businesses authorized to do
business
in this state, including limited liability companies, partnerships,
and
limited liability partnerships.
Full Text available at:
http://assembly.state.ny.us/leg/?bn=A10128&sh=t
Current Bill Status: March 1, 2006 referred to Governmental Operations
Committee.
HB 10240
Annual Report Fees
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 March 15th.
Full Text available at:
http://assembly.state.ny.us/leg/?bn=A10240&sh=t
Current Bill Status: March 9, 2006 referred to Ways and Means Committee.
SB 6904 Tax
Provides for the election to deem gross income of a C
corporation to shareholders.
Full Text available at:
http://assembly.state.ny.us/leg/?bn=S06904&sh=t
Current Bill Status: March 6, 2006 referred to Investigations and
Government Operations Committee.
Rhode Island
SB 2723 Tax
This act would make changes in the allocation of income of a business
deriving its income from sources both within and without the state.
This act would take effect upon passage.
Full Text available at:
http://www.rilin.state.ri.us/Billtext/BillText06/SenateText06/S2723.pdf
Current Bill Status: February 14, 2006 Introduced, referred to Senate
Finance Committee
South Dakota
HB 1135 Registered Agent and Address
An Act to revise certain provisions relating to domestic limited
liability companies, domestic limited liability partnerships, and the
appointment of certain agents.
Full Text available at:
http://legis.state.sd.us/sessions/2006/bills/HB1135enr.pdf
Current Bill Status: February 21, 2006 Signed by Governor
Tennessee
SB 3324/HB 3413 LLC’s
Business Organizations - Makes a variety of changes to the "Tennessee
Revised Limited Liability Company Act" and enacts the "Tennessee Revised
Nonprofit Limited Liability Company Act." - Amends TCA Title 48
Full Text available at:
http://www.legislature.state.tn.us/bills/currentga/BILL/SB3324.pdf
Current Bill Status: March 8, 2006 Commerce, Labor & Agriculture
Committee
SB 3750/HB 3680 Service of Process
Under this bill, when service of a warrant, writ, or other papers is
attempted by registered or certified mail and delivery of the documents
is refused by the addressee or the addressee's agent, and where such
refusal is stated upon the return receipt provided by the United States
postal service, this return receipt would be deemed a valid service of
the documents. The receipt would have to be returned and filed in the
action.
If the United States postal service notation states that
the documents are "unclaimed" or other similar notation, this notation
would be sufficient evidence of the defendant's refusal to accept
delivery.
Where the entity to be served is a limited liability
company or domestic or foreign corporation doing business in this state,
the return receipt mail would be addressed to the registered agent or
managing agent at the address registered with the secretary of state. If
the entity to be served is a partnership or unincorporated association,
the return receipt mail would be addressed to a partner or managing
agent, as applicable.
Full Text available at:
http://www.legislature.state.tn.us/bills/currentga/BILL/SB3750.pdf
Current Bill Status: March 1, 2006 referred to Judiciary Committee
Utah
HB 127 Series Limited Liability Company
This bill modifies Title 48, Chapter 2c, Utah
Revised Limited Liability Company Act. This bill: allows the creation of
a series within a limited liability company; provides that a
series may have a separate business purpose and separate rights and
liabilities from the limited liability company or another series of the
company; describes the requirements for creating a series;
provides a method for making distributions from a series; outlines
methods for termination of a series; describes the winding up process
for a series; outlines the requirements for a foreign limited
liability company, the operating agreement of which allows the creation
of a series, to do business in the state; and makes technical changes
Full Text available at:
http://www.le.state.ut.us/~2006/bills/hbillenr/hb0127.pdf
Current Bill Status: March 10, 2006 Signed by Governor
SB 84 Nonprofit
Entity Amendments
This bill makes changes to Title 16, Chapter 6a, Utah
Revised Nonprofit Corporation Act. This bill: defines terms; addresses
the prosecution of a derivative suit by a member or director of a
nonprofit corporation; requires an annual meeting be held by a nonprofit
corporation unless the bylaws eliminate the requirement; describes the
effect of failure to hold an annual meeting; prescribes notice
requirements for an annual meeting; provides that a director or officer
of a nonprofit corporation is liable for a breach of duty if the
director or officer is grossly negligent; allows a nonprofit
corporation to avoid indemnification of a director if the nonprofit
corporation's bylaws limit indemnification; addresses the effect of
conversion of a nonprofit corporation to another form; addresses the
amendment of a nonprofit corporation's bylaws; addresses the
requirements for a merger of multiple entities into a domestic nonprofit
corporation; Text Box - 2 - allows distributions of assets upon
dissolution to another nonprofit corporation or a mutual benefit
corporation; requires that distribution of a nonprofit corporation's
assets comply with the Internal Revenue Code; and makes technical
changes.
Full Text available at:
http://se17.utahsenate.org/perl/bb/bb_docdisplay.pl?SB0084_text"
Current Bill Status: March 13, 2006 Sent to Governor.
SB 137 General Amendments
This bill makes changes to certain provisions affecting business
organizations and the Division of Corporations and Commercial Code. This
bill allows a document required to be filed by a nonprofit corporation
or a corporation to be signed by an attorney in fact; provides that a
claim against a dissolved corporation may not be made more than seven
years after the dissolution; changes the fee that may be collected by
the Division of Corporations and Commercial Code for service of process
upon the division under Sections 41-12a-505 and 48-2c-310; and makes
technical changes.
Full Text available at:
http://www.le.state.ut.us/~2006/bills/sbillenr/sb0137.pdf
Current Bill Status: March 10, 2006 sent to Governor.
Virginia
HB 860 Business entities;
post-assessment filings
Allows the State Corporation Commission to file or issue a document or
certificate with respect to a domestic and foreign stock and
nonstock corporation, limited liability company, business trust,
or limited partnership, notwithstanding the entity's failure to pay all
fees, fines, penalties, and interest due to the Commission, if the
entity's obligation is the payment of an annual registration fee and the
document or certificate is to be issued or filed with an effective date
that is prior to the registration fee's due date. The measure also
includes technical amendments.
Full Text available at:
http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+HB860ER
Current Bill Status: March 1, 2006 signed by House Speaker, March 2,
2006 signed by Senate President.
HB 887 Mergers and reinstatements of
corporations
Provides exceptions to the requirements for (i)
the filing of an authenticated copy of an instrument of merger on behalf
of a qualified foreign corporation when the merger includes a Virginia
entity for which articles of merger are filed and (ii) the approval of a
merger by the shareholders of a survivor whose shares do not vary by
more than 20%. These exceptions were removed in 2005. A corporation
shall not be deemed to be in good standing if, among other criteria, an
order of reinstatement prohibiting a domestic corporation from engaging
in business until it changes its corporate name is issued and in effect.
Other provisions clarify that the term articles of incorporation”
includes articles of consolidation, serial designation, reduction, and
correction; provide that a certificate of good standing will not be
issued to a reinstated Virginia corporation that is required to change
its name before transacting business; and make several technical
amendments.
Full Text available at:
http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+HB887ER
Current Bill Status: March 1, 2006 signed by House Speaker, March 2,
2006 signed by Senate President.
SB 78 Virginia Stock Corporation Act;
short form mergers to form holding companies
Establishes a procedure by which a constituent corporation may merge an
indirect subsidiary into itself, or merge itself into an indirect
subsidiary, to form a holding company. The process may be accomplished
without approval of shareholders of the constituent corporation or the
directors or shareholders of the indirect subsidiary if specified
conditions are met.
Full Text available at:
http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB78ER
Current Bill Status: March 2, 2006 Signed by Senate President
SB 477 LLC General Amendments
Provides for the issuance of a certificate of organization upon the
filing of articles of organization. The measure also provides for (i)
the execution of documents by an organizer when there are no members or
managers and (ii) the filing by a domestic limited liability company of
articles of cancellation and the Commission’s issuance of a certificate
of cancellation. The due date for the payment of the annual registration
fee is extended from September 1 to October 1, after which the notice of
impending cancellation will be issued. Other changes are technical
amendments intended to clarify statutory provisions applicable to
limited liability companies.
Full Text available at:
http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB477ER
Current Bill Status: March 1, 2006 Signed by Senate President.
SB 587 Name Reservation
Renewal
Requires that an application to renew a reservation of the name of a
nonstock corporation, limited liability company, business trust,
or limited partnership be filed within the 45-day period preceding the
expiration of reservation.
Full Text available at:
http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB587ER
Current Bill Status: March 1, 2006 Signed by Senate President.
SB 592 Stock,
Classification
Authorizes the board of directors of an open-end management investment
company to classify unissued shares into
classes or into series within a class or to reclassify
unissued shares of a class into one or more classes or series
within one or more classes.
Registered investment companies are exempted from provisions that limit
the authority of a corporation's board of directors to increase or
decrease the number of directors. Directors of open-end management
investment companies who are not defined as an "interested person" under
the Investment Company Act are deemed to be independent and
disinterested when taking any action as a director. The directors of an
open-end management company registered under the Investment Company Act
are authorized, unless the articles of incorporation provide otherwise,
to amend the articles to increase or decrease the aggregate number of
shares or classes or series of shares without shareholder action.
Full Text available at:
http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB592ER
Current Bill Status: March 8, 2006 Signed by Senate President.
Washington
SB 6531 LLC Dissolution
An Act relating to preserving remedies when limited liability companies
dissolve; and adding a new section to chapter 25.15 RCW.
Full Text available at:
http://www.leg.wa.gov/pub/billinfo/2005-06/Pdf/Bills/Senate%20Passed%20Legislature/6531.PL.pdf
Current Bill Status: March 7, 2006 delivered to Governor.
SB 6596 Corporate Dissolutions
Revising the dissolution of Washington corporations. An Act relating to the dissolution
of Washington corporations; amending RCW 7.60.025, 23B.06.400,
23B.08.310, 23B.12.010, 23B.14.010, 23B.14.020, 23B.14.030, 23B.14.050,
23B.14.060, 23B.14.210, 23B.14.220, 23B.14.300, 23B.14.310, 23B.14.320,
23B.14.340, and 23B.14.400; and adding new sections to chapter 23B.14
RCW.
Full Text available at:
http://www.leg.wa.gov/pub/billinfo/2005-06/Pdf/Bills/Senate%20Passed%20Legislature/6596.PL.pdf
Current Bill Status: March 4, 2006 Delivered to Governor.
Wisconsin
SB 619 General Amendments
An Act to repeal 180.0825 (2) (a), 180.0825 (5) (a) to (h) and 180.1105
(1) (a) and (b); to renumber 180.1105 (1) (c) and (d); to renumber
and
amend
180.0602 (3); to consolidate, renumber and amend 180.0825 (2)
(intro.) and (b); to amend 77.22 (1),
179.02 (1), 179.76 (4) (c), 179.77
(6) (c), 180.0502 (3), 180.0706 (title), 180.0824 (3), 180.0825
(1),
180.1103 (1), 180.1106 (1) (b), 180.1130 (3) (a) (intro.), 180.1140
(11), 180.1150 (2), 180.1161 (4) (c), 180.1201 (title), 180.1201 (2),
180.1302 (4), 181.1106 (2), 181.1161 (4) (c), 183.1202 (1), 183.1205 (2)
and
183.1207 (4) (c); to repeal and recreate 180.1130 (14); and to
create
77.264, 179.76 (5) (bm), 179.77 (5) (bm), 180.0602 (3) (b),
180.0706 (3), 180.0708, 180.0825 (5) (am) and (bm),
180.11045, 180.1105
(1) (bm), (cm), (dm) and (e) to (h),
180.1161 (5) (bm), 180.1201 (1)
(d), 180.1302 (1) (a) 3., 181.1105 (1m),
181.1161 (5) (bm), 183.1204 (1)
(cm) and 183.1207 (5) (bm)
of the statutes; relating to: mergers,
conversions, and other business combinations; merger and conversion
reports
for real estate transfer fee purposes; the authority of the
boards
of directors of business corporations and corporate committees;
corporate
shareholder notices and meetings; the transfer of corporate
property
to certain affiliates; naming limited partnerships; and
providing
penalties.
Full Text available at:
http://www.legis.state.wi.us/2005/data/SB-619.pdf
Current Bill Status: March 7, 2006 Passed by Senate
