NRAI Compliance Updates - March 2008

Sincerely,

Robert K. Rowell
General Counsel


New, Pending and Passed Legislation


Alabama

HB 131

Uniform Limited Partnership Act, relating to the organization, rights and liabilities, and rules for registration of limited partnerships, established, Chapter 9C of Title 10 added; Chapter 9B of Title 10, repealed.

Full Text available at: http://alisondb.legislature.state.al.us/acas/ViewBillsStatusACASLogin.asp?BillNumber=hb131

Current Bill Status: March 4, 2008 in Judiciary Committee.


Arizona

SB 1410

Makes various changes to the statutes pertaining to corporations and limited liability companies (LLC), including removing the requirement that certain entities file a Certificate of Disclosure (Certificate), removing the requirement that an entity file an affidavit of publication with the Arizona Corporation Commission (ACC) and changing when the existence of an LLC ceases.

Full Text available at: http://www.azleg.gov/FormatDocument.asp?inDoc=/legtext/48leg/2r/bills/sb1410s.htm

Current Bill Status: March 18, 2008 passed House and transmitted to Senate.


California

HB 2944

Under existing law, a director of a corporation is required to perform the duties of a director in good faith and in a manner that the director believes to be in the best interests of the corporation and its shareholders, and with the care of an ordinarily prudent person. This bill would specify that, in considering the best interests of the corporation, the director may consider the interests of the corporation's employees, the impact on the community, and the environment.

Full Text available at: http://www.leginfo.ca.gov/pub/07-08/bill/asm/ab_2901-2950/ab_2944_bill_20080222_introduced.html

Current Bill Status: March 13, 008 referred to Judiciary Committee.

SB 1409

Existing law, the General Corporation Law, requires corporate boards to send a specified annual report to shareholders, consisting of, but not limited to, a balance sheet, an income statement, and a statement of cashflows accompanied by any report by independent
accountants. This bill would specify that this requirement shall be considered
satisfied if a corporation with an outstanding class of securities registered under specified provisions of federal law complies with certain federal regulations relating to the Internet availability of an annual report. This bill would declare that it is to take effect immediately as an urgency statute.

Full Text available at: http://www.leginfo.ca.gov/pub/07-08/bill/sen/sb_1401-1450/sb_1409_bill_20080221_introduced.html

Current Bill Status: February 28, 2008 referred to Banking, Finance and Insurance
Committee.

SB 1550

Existing law, the General Corporation Law, governs the operation of corporations. Under existing law, the board of directors of a corporation is required to send the shareholders of the corporation, at the close of the fiscal year, an annual report containing, among
other things, a balance sheet, an income statement, and a statement of cashflows for that fiscal year. This bill would require the Secretary of State, in consultation with the investment community, to develop a climate change disclosure standard for use by listed companies doing business in California. The standard would provide guidance on disclosure of climate change risks and opportunities for listed companies. The bill would require the Secretary of State to publish the standard on its Internet Web site by December 1, 2008, and would authorize the Secretary of State to periodically revise the standard, as specified. The bill would state findings and declarations in this regard.

Full Text available at: http://www.leginfo.ca.gov/pub/07-08/bill/sen/sb_1501-1550/sb_1550_bill_20080222_introduced.html

Current Bill Status: March 25, 2008 sent to Governmental Organization Committee.


Colorado

HB 1055

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: March 6, 2008 signed by Governor.


Connecticut

SB 400

To eliminate the tax on limited liability companies, limited liability partnerships, limited partnerships and S corporations. 

Full Text available at: http://www.cga.ct.gov/2008/TOB/S/2008SB-00400-R01-SB.htm

Current Bill Status: February 21, 2008 Referred to Joint Committee on Commerce.

SB 440

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/2008/TOB/s/pdf/2008SB-00440-R00-SB.pdf

Current bill Status: February 22, 2008 Referred to Joint Committee on Judiciary.

SB 656

To make the business entity tax applicable only to those business entities that have revenues of over fifty thousand dollars in a year. 

Full Text available at: http://www.cga.ct.gov/2008/TOB/S/2008SB-00656-R00-SB.htm

Current Bill Status: March 6, 2008 Referred to Joint Committee on Finance, Revenue and Bonding.

SB 658

To require the Business Tax Credit and Tax Policy Review Committee to conduct a study of unitary reporting by corporate taxpayers.

Full Text available at: http://www.cga.ct.gov/2008/TOB/s/pdf/2008SB-00658-R00-SB.pdf

Current Bill Status: March 6, 2008 Referred to Joint Committee on Finance, Revenue and Bonding.

SB 441

An act concerning standards of conduct for corporate directors. To permit, rather than require, certain directors of business corporations to consider the interests of other constituencies when taking action concerning a merger or exchange of shares of the corporation, a sale or other disposition of the assets of the corporation or a combination of the corporation with another business entity.

Full Text available at: http://www.cga.ct.gov/2008/TOB/S/2008SB-00441-R00-SB.htm

Current Bill Status: February 22, 2008 Referred to Joint Committee on Judiciary.


Delaware

SB 213

An act to amend Title 5 of the Delaware code pertaining to the Delaware Bank Franchise Tax and Title 30 of the Delaware Code pertaining to the Delaware Corporation Income Tax.

This Act recognizes the changing nature of the financial services industry by permitting certain types of corporations to apportion their apportionable income based on a single ratio of Delaware-sourced gross receipts from asset management services to all gross receipts from asset management services, rather than the 3 ratio average apportionment factor used by other corporations. The Act creates a definition of an “asset management corporation,” which is a corporation, 90% or more of the federally reported gross receipts of which are derived from asset management services, which is also defined by the Act. The Act permits, but does not require, corporations that meet the criteria for treatment as asset management corporations to elect such treatment for each taxable year. Asset management services are services rendered with respect to intangible investments and consist of rendering investment advice, determining the timing of sales and purchases of intangible investments, selling and purchasing intangible investments, rendering administration and distribution services and managing contracts for sub-advisory services. The sourcing of gross receipts derived from providing asset management services is based generally on the domicile of the consumer of asset management services. The Act prevents the election by subsidiary corporations of banking organizations, trust companies or electing banking organizations and trust companies under the Delaware Bank Franchise Tax to be taxed as asset management corporations under the Corporation Income Tax of Title 30 of the Delaware Code rather than under the Delaware Bank Franchise Tax under Title 5 of the Delaware Code.

Full Text available at: http://legis.delaware.gov/LIS/lis144.nsf/vwLegislation/SB+213/$file/legis.html?open

Current Bill Status: March 12, 2008 Assigned to Finance Committee in Senate.


Florida

HB 205/SB 304

Corporations Not for Profit; Revises provisions relating to Corporations Not for Profit law to incorporate changes related to creation of "mutual benefit corporation" as not for profit, to incorporate changes related to filing, amendments, & dissolutions to conform with ch. 607, F.S., & to incorporate, where applicable, changes to non-filing provisions to conform with ch. 607, F.S. EFFECTIVE DATE: 10/01/2008. 

Full Text available at: http://www.myfloridahouse.gov/Sections/Documents/loaddoc.aspx?FileName=_h0205__.xml&DocumentType=Bill&BillNumber=0205&Session=2008

Current Bill Status: March 20, 2008 Favorable with 1 amendments by Committee on Tourism & Trade.

HB 419/SB 698

Corporations; Exempts specified corporations, limited liability companies, corporations not for profit, & partnerships from requirements to file articles of merger or certificates of conversion under specified circumstances; requires converting entities to file certificates of conversion or partnership registration with DOS; provides for copy of articles of merger or certificate of merger to be filed in each county, etc. EFFECTIVE DATE: 07/01/2008. 

Full Text available at: http://www.myfloridahouse.gov/Sections/Documents/loaddoc.aspx?FileName=_h0419__.xml&DocumentType=Bill&BillNumber=0419&Session=2008

Current Bill Status: March 19, 2008 in Jobs & Entrepreneurship Council.


Georgia

HB 1359

To amend Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships, and associations, so as to provide for certain filing fees for late filing of annual registration, filing of articles of dissolution or intent to dissolve, or application of withdrawal for a business corporation, a nonprofit corporation, a foreign limited liability partnership, a partnership under the "Georgia Revised Uniform Limited Partnership Act," or a limited liability company; to change provisions relating to reinstatement of a corporation, nonprofit corporation, or limited liability company after such entity was administratively dissolved; 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/fulltext/hb1359.htm

Current Bill Status: March 11, 2008 House Committee favorably reported.


Idaho

SB 1350

The purpose of the Idaho Uniform Limited Liability Company Act ("IULLCA") is to provide Idaho with modern, updated legislation governing the formation and operation of limited liability companies (LLCs). An LLC is a single business entity which provides limited liability protection for its members, as well as providing all the owners of the business with federal partnership taxation. IULLCA will replace, but retain the essential characteristics of, the existing Idaho Limited Liability Company Act. 

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

Current Bill Status: March 18, 2008 Governor signed as Session Law Chapter 176
Effective: 07/01/08 Sections 1 through 4; effective 07/01/10 for Section 5.


Indiana

HB 1042

Requires a person that intends to offer for sale or sell sexually explicit materials to register and file a statement with the secretary of state. Imposes a $250 filing fee and requires the secretary of state to notify certain local officials of the county in which the person locates the business. Provides that a person that offers for sale or sells sexually explicit materials without registering and filing the statement commits a Class B misdemeanor. 

Full Text available at: http://www.in.gov/legislative/bills/2008/HE/HE1042.1.html

Current Bill Status: March 19, 2008 signed by Governor effective July 1, 2008

HB 1187

Provides that notice given by a nonprofit corporation (corporation) is fair and reasonable if the corporation provides notice by: (1) communicating in person; (2) mail or other method of delivery; or (3) other electronic means capable of verification. Requires a corporation to maintain a notice in a record unless the notice was given orally. Establishes when notice is effective. Requires a corporation to retain ballots for a certain period. Establishes circumstances under which contracts or transactions that involve conflicting interests of members, directors, members of a designated body, or officers are not void or voidable. (Current law establishes the circumstances under which contracts or transactions that involve conflicting interests of directors are not void or voidable.) Amends provisions that restrict certain actions by committees of directors. Allows: (1) boards of directors; and (2) members present at a committee meeting; to appoint alternate members of a committee. Allows corporations to create or authorize the creation of advisory committees. Provides that a constituent of a business entity and the business entity are presumed to have agreed to conduct certain actions electronically unless conducting the actions electronically is prohibited by the governing documents of the business entity or an express statement by the business entity. Establishes certain guidelines for the use of electronic records or electronic signatures. Makes other changes and conforming amendments. Repeals a provision that is replaced concerning conflicting interest contracts or transactions. 

Full Text available at: http://www.in.gov/legislative/bills/2008/HE/HE1187.1.html

Current Bill Status: March 21, 2008 signed by Governor.


Iowa

HSB 748

A study bill relating to business associations, by providing for limited liability companies and conversion involving corporations, and providing an effective date

Full Text available at: http://nxtsearch.legis.state.ia.us/NXT/gateway.dll/curleg/study%20bills/house/hsb748?

Current Bill Status: February 29, 2008 Draft request.

SF 2395

A bill for an act relating to business associations, by providing for limited liability companies and conversion involving corporations, providing fees and penalties, and providing an effective date.

Full Text available at: http://coolice.legis.state.ia.us/Legislation/82ndGA//Bills/SenateFiles/Introduced/SF2395.html

Current Bill Status: March 12, 2008 Committee report approving Bill.


Louisiana

HB 3/SB 10

An Act to amend and reenact R.S. 47:602(A) and (G), 603(A)(2), 605(C), and 609(A) and to repeal R.S. 47:603, relative to the corporation franchise tax; to accelerate the elimination of borrowed capital from taxable capital; to provide for an effective date; and to provide for related matters.

Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=462313

Current Bill Status: March 14, 2008 sent to Governor.


Maine

HB 1374

An Act to Assist Distressed Businesses Organized as Limited Liability Companies

Full Text available at: http://www.mainelegislature.org/legis/bills/billtexts/LD194001.asp

Current Bill Status: March 14, 2008 Emergency Signed - Public Law, Chapter 496.


Maryland

HB 743/SB 696

Maryland General Corporation Law - Altering and Updating Corporate Procedures and Miscellaneous Provisions. 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/hb0743t.pdf

Current Bill Status: March 20, 2008 First Reading Judicial Proceedings.

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/sb0556t.pdf

Current Bill Status: March 19, 2008 having passed in the Senate the Bill is referred to the House and is in the Economic Matters Committee.

SB 975

Denial of Deduction for Excessive Compensation of Officers and Directors. Providing an addition modification under the Maryland corporate income tax for the amount of salary, wages, or other compensation for personal services paid or incurred by a corporation to an officer or director of the corporation in excess of 25 times the annual salary, wages, or other compensation for personal services of the lowest-paid full-time employee; and applying the Act to taxable years beginning after December 31, 2007. 

Full Text available at: http://mlis.state.md.us/2008rs/bills/sb/sb0975f.pdf

Current Bill Status: March 12, 2008 Re-referred Budget and Taxation Committee.


Michigan

SB 123

Allowing Non-profit corporation to use electronic communication. An Act to amend 1982 PA 162, entitled "An act to revise, consolidate, and classify the laws relating to the organization and regulation of certain nonprofit corporations; to prescribe their duties, rights, powers, immunities, and liabilities; to provide for the authorization of foreign nonprofit corporations within this state; to impose certain duties on certain state departments; to prescribe fees; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts," by amending sections 106, 133, 141, 143, 151, 404, 405, 407, 413, 421, 441, 446, 451, 521, 525, 901, 1103, and 1144 (MCL 450.2106, 450.2133, 450.2141, 450.2143, 450.2151, 450.2404, 450.2405, 450.2407, 450.2413, 450.2421, 450.2441, 450.2446, 450.2451, 450.2521, 450.2525, 450.2901, 450.3103, and 450.3144), sections 1103 and 1144 as added by 1984 PA 209, and by adding section 406a. 

Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/publicact/pdf/2008-PA-0009.pdf

Current Bill Status: February 29, 2008 approved by Governor as Public Act 9 of 2009 effective July 1, 2008.


Minnesota

SB 2575

A bill for an act relating to business organizations; proposing technical amendments to the Business Corporations Act, the Limited Liability Company Act, and the Uniform Limited Partnership Act of 2001; authorizing the formation of nonprofit limited liability companies 


Full Text available at: https://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=S2575.1.html&session=ls85

Current Bill Status: March 3, 2008 referred to Taxation Committee.

HB 3500

A bill for an act relating to business organizations; proposing technical amendments to the Business Corporations Act, the Limited Liability Company Act, and the Uniform Limited Partnership Act of 2001; authorizing the formation of nonprofit limited liability companies.

Full Text available at: https://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=H3500.1.html&session=ls85

Current Bill Status: March 11, 2008 Second Reading in House.

HB 3543

A bill for an act relating to business organizations; providing for the return of documents submitted to the secretary of state; regulating foreign cooperatives; removing the request that the attorney general and the Department of Revenue be notified of the dissolution of foreign cooperatives and nonprofit corporations; allowing foreign limited liability partnerships to use alternative names under certain circumstances; eliminating contest of name filings 

Full Text available at: https://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=H3543.1.html&session=ls85

Current Bill Status: March 18, 2008 Second Reading in House.


Mississippi

SB 1307

Corporation franchise tax; phase out effective January 1, 2013.

Full Text available at: http://billstatus.ls.state.ms.us/2008/pdf/history/SB/SB3107.xml

Current Bill Status: March 12, 2008 died in Committee.


Missouri

HB 1983

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/perf/HB1983P.HTM

Current Bill Status: March 11, 2008 Perfected by Consent - Pursuant to House Rules this bill has remained on the HB for Perfection Consent Calendar for five legislative days without any objection, and any committee substitutes and committee amendments are hereby adopted by consent.

HB 2184

Requires certain corporations to file an annual tax disclosure statement. This bill requires a corporation to file an annual tax disclosure statement if the corporation is publicly traded, is a financial corporation, employs 50 or more full-time employees, or has sales
in excess of $10 million annually. The annual tax disclosure statement must include the corporation's name, federal industry classification number, registered agent's name, all tax liabilities, real and personal property assessed valuations, apportionment factor information, Missouri taxable income, federal taxable income, and each tax credit claimed. Personal service corporations are exempt from these requirements.


Full Text available at: http://www.house.mo.gov/billtracking/bills081/bills/hb2184.htm

Current Bill Status: February 19, 2008 Read Second Time.

HB 2197

To repeal sections 28.160, 41.950, 347.179, 351.047, 351.120, 351.125, 351.127, 351.145, 351.155, 351.484, 351.592, 351.594, 351.598, 351.602, 351.690, 355.016, 355.021, 355.066, 355.071, 355.176, 355.688, 355.706, 355.796, 355.806, 355.811, 355.821, 355.856, and 356.211, RSMo, and to enact in lieu thereof thirty new sections relating to corporate filings with the secretary of state.

Full Text available at: http://www.house.mo.gov/billtracking/bills081/biltxt/intro/HB2197I.htm

Current Bill Status: February 20, 2008 Read Second Time.

HB 2200

Changes laws relating to the Uniform Limited Partnership Law. To repeal section 359.681, RSMo, and to enact in lieu thereof one new section relating to the uniform limited partnership law, with penalty provisions.

Full Text available at: http://www.house.mo.gov/billtracking/bills081/biltxt/intro/HB2200I.htm

Current Bill Status: February 28, 2008 referred to Judiciary Committee.

HB 2352

Changes the laws regarding the registration of fictitious business names

Full Text available at: http://www.house.mo.gov/billtracking/bills081/biltxt/intro/HB2352I.htm

Current Bill Status: March 10, 2008 referred to Judiciary Committee.

SB 1151

Restricts corporate name reservation. Under the act, corporate names shall only be reserved for 180 days. This act is similar to HB 1951.

Full Text available at: http://www.senate.mo.gov/08info/pdf-bill/intro/SB1151.pdf

Current Bill Status: March 25, 2008 placed on Senate Consent Calendar.

SB 1224

Currently, fictitious names filed prior to August 28, 2004, expire August 28, 2009, unless renewed. Under the act, these names will expire on the month and day on which they were originally filed immediately following August 28, 2009. Under current law, registrations filed prior to August 28, 2004, shall be inactivated by the Secretary of State on or after August 28, 2009. This act changes that deadline to on or before August 28, 2010. 

Full Text available at: http://www.senate.mo.gov/08info/pdf-bill/intro/SB1224.pdf

Current Bill Status: Second Read and Referred to Judiciary and Civil & Criminal Jurisprudence Committee.


Nebraska

LB 379

Change certain corporate reporting, notice, and filing provisions and eliminate references to professional limited liability companies 

Full Text available at: http://uniweb.legislature.ne.gov/FloorDocs/Current/PDF/Final/LB379.pdf

Current Bill Status: February 7, 2008 Approved by Governor.

LB 383

Change filing requirements involving the address of a partnership's agent.

Full Text available at: http://uniweb.legislature.ne.gov/FloorDocs/Current/PDF/Final/LB383.pdf

Current Bill Status: February 7, 2008 Approved by Governor.


New Hampshire

HB 351

Clarifying that the definition of “overseas business organization” includes all foreign incorporated business organizations and all 80/20 business organizations.

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

Current Bill Status: February 22, 2008 signed by Governor as Chapter 002 effective April 22, 2008.


New Jersey

HB 2398

Prohibits registration of identical or similar corporate alternate names.

Full Text available at: http://www.njleg.state.nj.us/2008/Bills/A2500/2398_I1.HTM

Current Bill Status: February 28, 2008 Introduced, Referred to Assembly Commerce and Economic Development Committee.

HB 2491/SB 1539

Expands definition of "place of business" under Franchise Practices Act.

Full Text available at: http://www.njleg.state.nj.us/2008/Bills/A2500/2491_I1.HTM

Current Bill Status: March 10, 2008 Introduced, Referred to Assembly Commerce and Economic Development Committee.

HB 2562/SB 1497

Removes proposed exemption from State's public records act for certain domestic nonprofit corporations under certain circumstances.

Full Text available at: http://www.njleg.state.nj.us/2008/Bills/S1500/1497_I1.HTM

Current Bill Status: March 10, 2008 Introduced in the Senate, Referred to Senate State Government Committee.


Ohio

HB 374

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, 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, to permit the articles or certain regulations of a corporation to provide for uncertificated shares, and to authorize the directors to amend the articles with respect to series of shares.

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

Current Bill Status: March 11, 2008 having passed in the House the Bill has been referred to the Senate.


Rhode Island

SB 2795

This act would allow filings with the secretary of state to be made by electronic transmission.

Full Text available at: http://www.rilin.state.ri.us//BillText08/SenateText08/S2795.pdf

Current Bill Status: March 13, 2008 Corporations Committee recommended measure be held for further study.

SB 2801

This act would increase various secretary of state filing fees.

Full Text available at: http://www.rilin.state.ri.us//BillText08/SenateText08/S2801.pdf

Current Bill Status: March 5, 2008 Introduced, referred to Senate Finance Committee.


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/HJR1001ENR.htm

Current Bill Status: February 15, 2008 Signed by Governor.

HB 1137

An act to adopt the Model Registered Agents Act.

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

Current Bill Status: Signed by Governor February 20, 2008 effective July 1, 2008.

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/HB1139ENR.htm

Current Bill Status: Signed by Governor March 17, 2008.

SB 52

An act to revise certain provisions regarding the regulation of franchises and business opportunities.

Full Text available at: http://legis.state.sd.us/sessions/2008/Bills/SB52ENR.htm

Current Bill Status: March 17, 2008 Signed by Governor.


Utah

HB 99

This bill requires a certificate of assumed and true name form created by the Division of Corporations and Commercial Code to allow a person to provide information about the gender and race of the entity's owner. This bill: requires the division to include on a form created by the division a way to indicate the gender and race of one or more owners of the entity for which the form is filed; and provides that information concerning gender or race is not required to be provided.

Full Text available at: http://le.utah.gov/~2008/bills/hbillenr/hb0099.htm

Current Bill Status: March 18, 2008 signed by Governor.

SB 69

This bill enacts the Uniform Limited Cooperative Association Act. This bill: defines terms; addresses the nature, purpose, and duration of a limited cooperative association; outlines the relationship of the act to other law; provides for the adoption of various provisions governing a limited cooperative association; addresses voting within a limited cooperative association; details the nature of membership in a limited cooperative association; provides for meetings of a limited cooperative association; addresses marketing contracts between the limited cooperative association and another person; outlines the qualifications, election, service, and removal of a director; addresses liability and indemnification of a director; establishes requirements concerning contributions, allocations, and distributions to and by a limited cooperative association; provides for the dissociation of a member of a limited cooperative association; addresses dissolution of a limited cooperative association; allows a derivative action by a member of a limited cooperative association; provides for a foreign cooperative to do business in Utah; addresses the disposition of assets by a limited cooperative association; provides for the conversion to and from a limited cooperative association; addresses the merger of a limited cooperative association and another entity; and makes technical changes. 

Full Text available at: http://le.utah.gov/~2008/bills/sbillenr/sb0069.htm

Current Bill Status: March 18, 2008 signed by Governor.

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/sbillenr/sb0088.htm

Current Bill Status: March 18, 2008 signed by Governor.

SB 110

Foreign Business Entities and Tribal Law. This bill modifies provisions related to corporations, partnerships, and other business entities to address tribal entities created by tribal law. This bill: . defines "tribe" and related terms for purposes of certain business entity provisions; . modifies provisions related to nonprofit and for profit corporations, partnerships, and limited liability companies to provide for a tribal entity created by tribal law to be treated as a foreign business entity authorized to transact business in the state; and . makes technical and conforming amendments. 

Full Text available at: http://le.utah.gov/~2008/bills/sbillenr/sb0110.htm

Current Bill Status: March 17, 2008 signed by Governor.


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/Session%20Law%202008/2499.SL.pdf

Current Bill Status: March 18, 2008 approved by Governor as Chapter 59, 2008 Laws effective June 12, 2008.


West Virginia

HB 4421

Repealing the corporate license tax, and creating corporate license tax replacement fees
AN ACT to amend the Code of West Virginia, 1931, as amended, by adding thereto a new section, designated §11-12C-13; to amend and reenact §31B-1-108 of said code; to amend and reenact §59- 1-2 of said code; and to amend said code by adding thereto a new section, designated §59-1-2a, all relating to the repeal of the corporate license tax; creating an annual report fee; requiring the filing of an annual report with fee payment with the Secretary of State; creating a special revenue account; providing purposes for the expenditure of certain fee collections; legislative rules; and administrative and criminal penalties. 

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2008_SESSIONS/RS/BILLS/HB4421%20ENR%20SUB.htm

Current Bill Status: March 16, 2008 Sent to Governor.

HB 4464

An Act to amend and reenact §31B-10-1003 of the Code of West Virginia, 1931, as amended; to amend and reenact §31D-15- 1501 of said code; and to amend and reenact §31E-14-1401 of said code, all relating to conducting certain activities that do not constitute conducting affairs or transacting business within the state. 

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

Current Bill Status: March 13, 2008 Signed by Governor.

HB 4587/SB 680

A BILL to repeal §11-23-5b of the Code of West Virginia, 1931, as amended; to amend and reenact §11-13S-4 of said code; to amend and reenact §11-23-5a of said code; to amend said code by adding thereto a new section, designated §11-23-17b; to amend and reenact §11-24-3a, §11-24-4, §11-24-7, §11-24-7b, §11-24-13a, §11-24-13c, §11-24-13d, §11-24-13f and §11-24-42 of said code; and to amend said code by adding thereto a new section, designated §11-24-3b, all relating to corporate net income tax and business franchise tax and combined reporting; specifying percentage of taxes subject to offset by manufacturing investment tax credit; specifying allocation and apportionment methods and rules; specifying application of certain tax credits; defining terms; specifying general meaning relating to the term tax haven; specifying imposition of tax and rates; specifying reductions of corporation net income tax rate; specifying nullity for designated provisions; specifying removal of nullity for designated provisions; specifying apportionment rules for financial organizations; specifying treatment of insurance companies; specifying method of filing; specifying application of designated net operating losses; specifying treatment of designated dividends; mandating reporting on water's-edge unitary basis; specifying election to report based on worldwide unitary basis; specifying authority of Tax Commissioner to prescribe reporting basis; and specifying effective dates. 

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2008_SESSIONS/RS/BILLS/hb4587%20intr.htm

Current Bill Status: February 15, 2008 referred to Finance Committee.

SB 3006

Makes laws governing corporate dissolution and director's rights consistent. Amends the law to more accurately reflect the administrative procedures of administratively cancelling a limited partnership. Makes provisions regarding the expiration of corporations consistent with other entities. Streamlines and conforms limited liability company law filing requests.

Full Text available at: http://www.capitol.hawaii.gov/session2008/Bills/SB3006_HD1_.htm

Current Bill Status: March 20, 2008 Passed Second Reading as amended and referred to the committee in Finance.

SB 3007

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/HB3007_.htm
Current Bill Status: February 5, 2008 Judiciary Committee recommends that the measure be deferred.


Wyoming

SB 18

AN ACT relating to business entities; providing a penalty for filing a false document; providing for forfeiture of limited liability company articles of organization; providing for administrative dissolution of corporations; providing for fees; providing for revocation of authority for foreign corporations; providing for interim classifications; and providing for an effective date.

Full Text available at: http://legisweb.state.wy.us/2008/Enroll/SF0018.pdf

Current Bill Status: March 12, 2008 Signed by Governor as Chapter 91 effective January 1, 2009.

SB 26

AN ACT relating to business entities; consolidating provisions regulating registered agents; providing definitions; providing for recordkeeping; providing for service of process; requiring registered agents to maintain physical addresses and business hours; providing for reinstatement of business entities as specified; requiring registered agents to contact entities as specified; making conforming amendments; authorizing a position; providing appropriations; and providing for effective dates. 

Full Text available at: http://legisweb.state.wy.us/2008/Enroll/SF0026.pdf

Current Bill Status: March 12, 2008 signed by Governor as Chapter 90 effective January 1, 2009. 




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