NRAI Compliance Updates

NRAI Compliance Updates - April, 2004

Greetings,

After another month of monitoring state legislature and case law activity, we see trends toward creating codified criminal liability for corporate fraud and establishment of necessary jurisdiction to sue a corporation in a state due to email contact.

We expect both trends to continue, as well as a movement to bring state statutes more in line with the model codes promulgated by the American Bar Association Committees.

Court Cases

A Massachusetts court ruled that a company from Texas became subject to the jurisdiction of Massachusetts after sending emails regarding the Plaintiff that were received by Massachusetts residents on a Listserv. The citation for this decision is First Act, Inc. v. Brook Mays Music Company, Lawyers Weekly No 02-049-04

If there have been similar decisions in your jurisdiction would you email me the information at rkrowell@nrai.com. This is a trend we want to keep an eye on as it relates to both electronic service of process as well as states claiming adequate nexus for internet sales taxes.

Newly Pending or Passed Legislation

Federal Legislation

Senate Bill 2210

To restrict the use of abusive tax shelters and offshore tax havens to inappropriately avoid Federal taxation, and for other purposes. This Act may be cited as the `Tax Shelter and Tax Haven Reform Act'. Full text of the bill may be accessed by searching for SB2210 at: http://www.senate.gov/pagelayout/legislative/g_three_sections_with_teasers/legislative_home.htm

History:

03/12/2004 (s) read twice and referred to the committee on finance. (text of measure as introduced: cr s2783-2790)
03/12/2004 (h) introductory remarks on measure. (cr s2778-2783)

House Bill 4125

Publish What You Pay Act of 2004. To require corporations to publish what they pay to foreign governments.
Full Text available at: http://thomas.loc.gov/cgi-bin/query/z?c108:H.R.4125:

History:

4/1/2004 Referred to House committee. Status: Referred to the House Committee on Financial Services.

California

HB 1742

An act to amend Sections 18621.9, 19104, 19120, 19368, 19411, and 23114 of, to amend and renumber Section 24328 of, and to add Section 19520 to, the Revenue. Existing law requires the Franchise Tax Board to temporarily abate the assessment of interest on an erroneous refund for which an action for recovery is provided for under a specified statute, unless the taxpayer or related party has caused the erroneous refund or the erroneous refund exceeds $50,000.

This bill would delete the second of these prohibitions.

Existing income tax laws provide for interest at a specified rate with respect to refunds and credits.

This bill would provide that any abatement of interest shall be made with reference to a specified law.

Existing law requires the Franchise Tax Board to administer collections for various nontax programs, including the child support collections program. Existing law, in conformance with the federal Personal Responsibility and Work Opportunity Reconciliation Act (PRWORA), requires employers to report the name, address, and social security number of a new hire to the Employment Development Department within 20 days following the date the new employee was hired. One of the purposes of the PRWORA is to locate noncustodial parents for the purpose of enforcing child support orders.

This bill would authorize the Franchise Tax Board to use the information required by PRWORA, among other laws, to be reported to the Employment Development Department for the purpose of enforcing collections under nontax collection programs that the Franchise Tax Board is required to administer.

The Corporation Tax Law imposes a franchise tax on a corporation that incorporates or commences doing business in this state. The franchise tax is measured by the income earned by the corporation during the taxable year, but not less than the minimum franchise tax of $800. Existing law provides that the minimum franchise tax does not apply to the first taxable year of a corporation that incorporates or qualifies to do business on or after January 1, 2000.

Existing law exempts a corporation from the franchise tax measured by the income earned by a corporation, if that corporation was inactive and if that corporation's taxable year was 15 days or less.

This bill would provide, for purposes of the minimum franchise tax, that an inactive corporation's first taxable year of 15 days or less will not be considered as that corporation's first taxable year.

The Corporation Tax Law provides that a scholarshare trust is established and maintained as a qualified state tuition program, as provided.

This bill would make a technical change to that provision.

Under existing law, California personal income tax returns may be filed electronically. Existing law requires all individual income tax returns prepared by specified income tax preparers that, during the prior calendar year, prepared more than 100 personal income tax forms, to be electronically filed in the subsequent calendar year, and each calendar year thereafter.

This bill would clarify that these provisions apply to returns to be filed on and after January 1, 2004.

Taxation Code, relating to taxation. Full text may be accessed by searching the bill number at: http://www.assembly.ca.gov/acs/acsframeset2text.htm

History: Chaptered by Secretary of State - Chapter 455, Statutes of 2003.

Delaware

HB 362

An act amending title 27 of the Delaware code relating to the election of trustees of religious societies and corporations.
Full Text at http://www.legis.state.de.us/LIS/LIS142.NSF/vwLegislation/

History:

House Passed on 4/08/2004 03:56:35 PM

Florida

An act relating to the Florida Business Corporation Act; amending s. 607.1302, F.S.; clarifying a corporate action entitling a shareholder to certain appraisal rights and payments for shares; creating s. 607.1330, F.S.; providing requirements, procedures, and limitations on court actions; providing for entitlement to certain judgments; requiring corporate payments under certain circumstances; amending s. 607.1407, F.S.; revising certain notice requirements for dissolved corporations; revising a procedure to clarify an exemption for certain claims against dissolved corporations being barred; correcting a cross reference; providing an effective date.
Full Text available at: http://www.flsenate.gov/data/session/2004/Senate/bills/billtext/pdf/s2718.pdf

History:

03/02/04 SENATE Filed
03/16/04 SENATE Introduced, referred to Judiciary; Governmental Oversight and Productivity; Commerce, Economic Opportunities, and Consumer Services -SJ 00313
03/25/04 SENATE On Committee agenda-- Judiciary, 03/30/04, 9:00 am, 110-S 03/30/04 SENATE Favorable by Judiciary; YEAS 8 NAYS 0 -SJ 00438; Now in Governmental Oversight and Productivity -SJ 00438
04/08/04 SENATE On Committee agenda-- Governmental Oversight and Productivity, 04/13/04, 2:45 pm, 110-S
04/13/04 SENATE Favorable by Governmental Oversight and Productivity; YEAS 10 NAYS 0
04/14/04 SENATE Now in Commerce, Economic Opportunities, and Consumer Services

Hawaii

Relating to business registration.

Provides DCCA with the flexibility to adjust fees and other nontax revenues to help align revenue collections with expenditures; reduces fees charged for DCCA business registration filings. Requires DCCA director to establish advisory committees. Requires reports. (SB1318 HD2)
Full Text at: http://www.capitol.hawaii.gov/sessioncurrent/bills/sb1318_.htm

History:

01/22/03 S Introduced and passed First Reading.
01/27/03 S Referred to CPH.
02/06/03 S Bill scheduled to be heard by CPH on 02-12-03 at 9:00 am in conference room 016.
02/12/03 S The committee(s) on CPH recommend(s) that the measure be PASSED, WITH AMENDMENTS.
02/12/03 S The votes in CPH were as follows: 5 Aye(s): Menor, Baker, Espero, Ige, Kim; Aye(s) with reservations: none ; 0 No(es): none; and 2 Excused: Sakamoto, Whalen.
02/27/03 S Reported from CPH (Stand. Com. Rep. No. 621) with recommendation of passage on Second Reading, as amended (SD 1) and placement on the calendar for Third Reading. Report adopted; Passed Second Reading, as amended (SD 1).
02/27/03 S 48 Hrs. Notice 03-04-03.
03/04/03 S Passed Third Reading, as amended (SD 1). Ayes, 24; Aye(s) with reservations: none . Noes, 0 (none). Excused, 1 (Senator(s) Ihara). Transmitted to House.
03/04/03 H Received from Senate (Sen. Com. No. 171) in amended form (SD 1).
03/06/03 H Pass First Reading
03/10/03 H Referred to CPC, JUD, FIN, referral sheet 23.
08/21/03 D Carried over to 2004 Regular Session.
03/12/04 H Bill scheduled to be heard by CPC on Monday, 03-15-04 at 1:45 pm in House conference room 325.
03/15/04 H The committees on CPC recommend that the measure be PASSED, WITH AMENDMENTS. The votes were as follows: 9 Ayes: Representative(s) Hiraki, Herkes, Caldwell, Lee, Souki, Finnegan, Marumoto, Stonebraker, Thielen; Ayes with reservations: none; 0 Noes: none; and 6 Excused: Representative(s) Chang, Ito, Kanoho, B. Oshiro, M. Oshiro, Sonson.
03/23/04 H Reported from the committee on CPC (Stand. Com. Rep. No. 860-04) as amended in (HD 1), recommending passage on Second Reading and referral to the committee on JUD.
03/23/04 H Passed Second Reading as amended in (HD 1) and referred to the committee(s) on JUD with none voting no and Representative(s) Herkes, Pendleton excused.
03/24/04 H Re-referred to CPC, FIN, referral sheet 40.
04/02/04 H Bill scheduled to be heard by FIN on Monday, 04-05-04 at 3:00 pm in House conference room 308.
04/05/04 H The committees on FIN recommend that the measure be PASSED, WITH AMENDMENTS. The votes were as follows: 14 Ayes: Representative(s) Takamine, Kawakami, Kaho`ohalahala, Karamatsu, Magaoay, Mindo, Nakasone, Nishimoto, Shimabukuro, Waters, Bukoski, Jernigan, Moses; Ayes with reservations: Representative(s) Meyer; 0 Noes: none; and 1 Excused: Representative(s) Wakai.
04/08/04 H Reported from the committee on FIN (Stand. Com. Rep. No. 1293-04) as amended in (HD 2), recommending passage on Third Reading.
04/08/04 H Forty-eight (48) hours notice Tuesday, 4/13/2004.
04/13/04 H Passed Third Reading as amended in (HD 2) with none voting no and Representative(s) Herkes, Wakai excused.
04/13/04 H Transmitted to Senate.

Idaho

HB 671

Business Corporation Act, Revised

This legislation has been prepared by the Committee to Revise the Idaho Corporate Code (the "Committee"), under the auspices of the State Bar's Business and Corporate Law Section. The charge to the committee was to review the Idaho Business Corporation Act for the purpose of developing proposals to the Idaho Legislature for amendments to bring the Act into conformity with the most current draft of the Revised Model Business Corporation Act, as amended to date and published by the Committee on Corporate Law of the Section of Corporation, Banking and Business Law of the American Bar Association (the "ABA Committee").

The legislature completely revised Idaho's business corporation laws in 1997 based on recommendations of the Committee with the adoption of the Model Act; subsequently a number of changes have been made to the Model Act. The State Bar and the Committee recognize the need to keep up in the rapidly changing area of business organization law. One of the reasons for the Legislature's adoption of the Model Act in 1997 was to take advantage of the benefits from substantial uniformity with the statutes of other states, including our neighboring states of Montana, Oregon, Utah and Wyoming, each of which now follows the Model Act closely enough to be said to have adopted it. Many of the amendments proposed in this report are designed to maintain this uniformity.

The Committee has limited this project to the subject of business corporations and has not involved itself directly with nonprofit corporations, professional corporations, limited liability companies, and the several forms of partnerships or any other "specialty areas" of business organization law. Some of those other forms of business associations do become involved, however, in parts of the proposed legislation. In its numerous and sometimes lengthy deliberations, the Committee tried to come up with amendments which strike a balance between the legitimate needs for flexibility and ease of operations for corporations, on the one hand, and protection of the rights of shareholders and creditors, on the other hand.

Full Text available at: http://www3.state.id.us/oasis/H0671.html#billtext

History:

Signed into law by Governor March 24 as Session Law 324 with and effective date of July 1, 2004

Louisiana

HB 410

AN ACT To amend and reenact R.S. 14:24, relative to corporate criminal liability; to provide that a corporation may be a principal in a felony case; to provide for the types of prohibited acts; to provide for who may commit those acts; to provide for what circumstances will not be a defense; and to provide for related matters. Full Text available at: http://www.legis.state.la.us/leg_docs/04RS/CVT6/OUT/0000L18W.PDF

History:

March 29, 2003 read by title, under the rules, referred to the Committee on Administrative Criminal Justice

HB 687

Present law provides, relative to for-profit corporations, that the number of directors on the board of directors shall be the number of directors named in the initial report or supplemental report, provided the number of directors is not fixed in the articles of incorporation or the bylaws, and further provides that if the directors are not so named, the number of directors shall be the number elected from time to time by the shareholders.

Proposed law provides that the number of directors shall be fixed by or in the manner provided in the articles of incorporation or if not so fixed, shall be the number fixed by or in the manner provided in the bylaws. If not fixed by or in the manner provided in the articles or the bylaws, the number of directors shall be the number of directors elected from time to time by the shareholders and, if the directors have not been elected by the shareholders, the number of directors shall be the number of directors named in the initial report or supplemental report.

Present law provides, relative to nonprofit corporations, that the number of directors is subject to the provisions of the articles or the bylaws but that the corporation shall be managed by a board of directors of not less than three natural persons, except that if there are fewer than three members, there need be only as many directors as there are members, and further provides that if the number is not so fixed, the number of directors shall be the number elected from time to time by the members.

Proposed law provides that the number of directors shall be fixed by or in the manner provided in the articles of incorporation or if not so fixed, shall be the number fixed by or in the manner provided in the bylaws. If not so fixed by or in the manner provided in the articles or the bylaws, the number of directors shall be the number of directors elected from time to time by the members.

(Amends R.S. 12:81(A) and 224(B))
Full Text available at: http://www.legis.state.la.us/leg_docs/04RS/CVT10/OUT/0000LALR.PDF

History:

Date Chamber Page Action
04/13 S 0 Received in the Senate. Read by title.
04/08 H 27 Read third time by title, roll called on final passage, yeas 99, nays 0. Finally passed, title adopted, ordered to the Senate.
04/07 H 13 Read by title, ordered engrossed, passed to 3rd reading - regular calendar.
04/06 H 27 Reported favorably (12-0) (Regular)
03/29 H 75 Read by title, under the rules, referred to the Committee on COMMERCE.
03/22 H 0 First appeared in the Interim Calendar on 3-22-04.
03/18 H 0 Under the rules, provisionally referred to the Committee on COMMERCE.
03/18 H 0 Prefiled.

HB 1047

AN ACT To amend and reenact R.S. 12:1308(C)(1) and (D)(2), relative to limited liability companies; to revise the procedure for changing an registered agent and the registered agent's address; and to provide for related matter. Full Text available at: http://www.legis.state.la.us/leg_docs/04RS/CVT1/OUT/0000LALC.PDFF

History:

Date Chamber Page Action
04/13 S 0 Received in the Senate. Read by title.
04/08 H 29 Read third time by title, roll called on final passage, yeas 100, nays 0. Finally passed, title adopted, ordered to the Senate.
04/07 H 14 Read by title, ordered engrossed, passed to 3rd reading - regular calendar.
04/06 H 27 Reported favorably (14-0) (Regular)
03/29 H 112 Read by title, under the rules, referred to the Committee on COMMERCE.
03/22 H 0 First appeared in the Interim Calendar on 3-22-04.
03/19 H 0 Under the rules, provisionally referred to the Committee on COMMERCE.
03/19 H 0 Prefiled.

Massachusetts

SD 979

New Hampshire

ANALYSIS This bill makes a variety of changes to the processes for registering business organizations, including requirements for use of a name, requirements for designation of an agent, effectiveness of documents filed electronically, and procedures for service of process. This bill also changes certain filing fees for business organizations

Full Text available at: http://www.gencourt.state.nh.us/legislation/2004/HB1348.html

History

Bill Title: relative to registration of business organizations.

Date Body Description
09/04/03 H Introduced and ref to Commerce; HJ 67, p 1841
12/17/03 H Hearing Feb 3 10:00 RM302,LOB
02/04/04 H Subcommittee Work Session Feb 10 noon RM302,LOB
02/04/04 H (Subcom: Reps Stepanek, Brady, DeStefano & DiFruscia)
02/18/04 H Subcommittee Work Session Mar 2 11:00 RM302,LOB
03/04/04 H Maj Report OTP/AM for Mar 17 (vote 16-0;CC)
03/04/04 H Prop Comm Am{0402}; HC 19, p 836
03/17/04 H Passed with Am (Cons Cal by nec 2/3VV); HJ 22, p 959 + 1005
03/17/04 S Introduced and Referred to Executive Departments & Administration; SJ 9, Pg.240
03/25/04 S Hearing; March 31, 2004, Room 102, LOB, 1:15 p.m.; SC13
04/09/04 S Committee Report; Ought to Pass with Amendment{1121} [04/15/04]; SC15, Pg.11-23

Pennsylvania

HB 2444

An Act amending the act of March 4, 1971 (P.L.6, No.2), known as the
Tax Reform Code of 1971, further providing, in capital stock franchise tax,
for imposition and for expiration. Full Text available at: http://www.legis.state.pa.us/WU01/LI/BI/BT/2003/0/HB2444P3455.HTM

History:
Referred to Finance Committee on March 16, 2004

HB 506

An act amending title 18 {crimes and offenses} of the Pennsylvania consolidated statutes, further providing for deceptive or fraudulent business practices.
Full Text available at: http://www.legis.state.pa.us/WU01/LI/BI/BT/2003/0/HB0506P1647.HTM

History:

Referred to JUDICIARY, Feb. 26, 2003
Reported as committed, March 12, 2003
First consideration, March 12, 2003
Laid on the table, March 12, 2003
Removed from table, March 25, 2003
Second consideration, March 25, 2003
Re-referred to APPROPRIATIONS, March 25, 2003
Re-reported as amended, May 5, 2003
Third consideration and final passage, May 5, 2003 (195-0)
(Remarks see House Journal Page 611), May 5, 2003
In the Senate
Referred to CONSUMER PROTECTION AND PROFESSIONAL LICENSURE, May 21, 2003
Reported as committed, March 23, 2004
First consideration, March 23, 2004
Second consideration, March 29, 2004
Third consideration and final passage, March 30, 2004 (50-0)
Signed in House, March 31, 2004
Signed in Senate, March 31, 2004
In hands of the Governor, April 1, 2004
Last day for action, April 11, 2004
Approved by the Governor, April 5, 2004
Act No. 26

Rhode Island

HB 7962

This act would provide that any nonprofit corporation with the except of hospitals which pays its officers more than two hundred thousand dollars ($200,000) a year may not be entitled to nonprofit corporation status. This act would take effect upon passage.
Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText04/HouseText04/H7962.pdf

History:

02/12/04 Introduced, referred to House Corporations
03/25/04 Scheduled for hearing and/or consideration
03/25/04 Continued

SB 2726

An act relating to corporations, associations, and partnerships
This act would repeal the existing Rhode Island Business Corporation Act and replace it with a revised Rhode Island Business Corporation Act. This act would take effect on January 1, 2005.
Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText04/SenateText04/S2726.pdf

History:

02/11/04 Introduced, referred to Senate Commerce, Housing and Municipal Government
04/01/04 Scheduled for hearing and/or consideration
04/01/04 Committee recommends passage
04/07/04 Placed on Senate Calendar

Virginia

HB 5004x

Omnibus tax bill. Makes changes regarding information reporting by pass-through entities, and taxation of estates, corporations and cigarettes as follows: Estate tax: Eliminates the estate tax on estates valued at $10 million or less and where the majority of the estate assets are an interest in a closely held business or a working farm, effective January 1, 2006. Corporate income tax: Tightens certain corporate income tax provisions (Delaware holding companies) and increases the corporate income tax rate from 6 percent to 7 percent. Pass-through entities: Requires information reporting to the Department of Taxation. Cigarette tax: Increases the state cigarette tax to 25 cents per pack.
Full Text not available at this time

History:

March 19, 2004 introduced and referred to the House Committee on Finance.

HB 1193

Limited Liability Company Act; registered agents. Permits a member or manager of a limited liability company that is a member or manager of a new or existing limited liability company to be the registered agent for the limited liability company. This provision is consistent with similar provisions applicable to limited partnerships, registered limited liability partnerships, and business trusts.
Full Text at: http://leg1.state.va.us/cgi-bin/legp504.exe?041+ful+CHAP0314

History:

01/14/04 House: Presented & ordered printed, prefiled 01/14/04 040430158
01/14/04 House: Referred to Committee on Commerce and Labor
01/20/04 House: Reported from Commerce and Labor (22-Y 0-N)
01/22/04 House: Read first time
01/23/04 House: Read second time and engrossed
01/26/04 House: Read third time and passed House BLOCK VOTE (96-Y 0-N)
01/26/04 House: VOTE: BLOCK VOTE PASSAGE (96-Y 0-N)
01/26/04 House: Communicated to Senate
01/27/04 Senate: Constitutional reading dispensed
01/27/04 Senate: Referred to Committee on Commerce and Labor
02/23/04 Senate: Reported from Commerce and Labor (15-Y 0-N)
02/25/04 Senate: Constitutional reading dispensed (40-Y 0-N)
02/25/04 Senate: VOTE: CONST. RDG. DISPENSED R (40-Y 0-N)
02/26/04 Senate: Read third time
02/26/04 Senate: Passed Senate (39-Y 0-N)
02/26/04 Senate: VOTE: PASSAGE R (39-Y 0-N)
03/15/04 House: Bill text as passed House and Senate (HB1183ER)
03/15/04 House: Enrolled
03/17/04 House: Signed by Speaker
03/17/04 Senate: Signed by President
03/31/04 Governor: Approved by Governor-Chapter 314 (effective 7/1/04)
04/12/04 Governor: Acts of Assembly Chapter text (CHAP0314)

Progress of last month's bills (for those that made progress)

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. 3/18/04 pending third reading on day 15 favorable from commerce.

Colorado HB 1399 An Act concerning certain business organization mergers and dissolution of certain nonstock corporations. 4/15/04 considered senate amendments - result was laid over.

Connecticut HB 556 An Act concerning certain business organization mergers and dissolution of certain nonstock corporations 4/1/04 The Committee on Judiciary reported through SEN. MCDONALD of the 27th Dist., Chairperson of the Committee on the part of the Senate, that the bill ought to pass.

Connecticut 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, the filing of certain notices and reports by limited liability companies and jurisdiction over foreign voluntary associations. The Committee on Judiciary reported through REP. LAWLOR of the 99th Dist., Chairperson of the Committee on the part of the House, that the substitute bill ought to pass.

Iowa HB 2539 A bill to for an act to permit a state bank to organize as a limited liability company. 3/29/04 referred to Commerce, Regulations & Labor.

Maryland HB 1504 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. 4/5/04 Bill withdrawn.

Maryland HB1512 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. 3/27/04 withdrawn.

Nebraska LB 16 AN ACT relating to business entities; to amend sections 21-2204, 21-2209, 21-2607, 21-2631, 21-2639, 67-454, 67-456, and 67-458, Reissue Revised Statutes of Nebraska; to change filing requirements for businesses engaged in professional services as prescribed; to harmonize provisions; and to repeal the original sections. Approved by the Governor March 19, 2004 Full text of new law available at: http://www.unicam.state.ne.us/pdf/FINAL_LB16_1.pdf

California HB 1859 regarding Certificate of Cancellation for LLC's. 4/13/04 re-referred to committee on banking and finance

California HB 1894 Seizure of Business Records. 4/1/04 Amended and Substituted, amendment available at: http://www.assembly.ca.gov/acs/acsframeset2text.htm

Kentucky HB 134 creating ability for Secretary of State to accept electronic signatures, 4/13/04 Enrolled (a version of a bill that includes all adopted amendments of the house of origin attached to the original measure.)

Mississippi HB 972 technical revisions to Business Corporation Act, sent to and passed by Senate, sent back to House for concurrence 4/145/04

Utah SB 144 Modifying provisions of the Corporations Code related to corporation sole. Signed by Governor into law 3/15/04. Full Text available at: http://www.le.state.ut.us/~2004/bills/sbillenr/sb0144.htm

Virginia HB 342 Business entities; conversions; mergers; registration. Requires different business entities involved in conversions or mergers to make certain filings with the State Corporation Commission. The bill expands what must be included in the application for registration, reentry, or reinstatement that must be filed with the Commission in order for a foreign business entity to transact business in Virginia. The bill also includes technical amendments. Signed by Governor 3/31/04 as Chapter 274 effective 7/1/04. Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?041+ful+CHAP0274

Virginia HB 884 Nonstock corporations; terms of directors. 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. Signed by Governor 3/31/04 as Chapter 303 effective 7/1/04. Full Text Available at: http://leg1.state.va.us/cgi-bin/legp504.exe?041+ful+CHAP0303

Previous issues of the NRAI Newsletter may be found at: http://secure.nrai.com/dynamic_frame.asp?page=research

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