NRAI Compliance Updates

NRAI Compliance Updates - April, 2005

Hello All,

There has been plenty of progress in the last month with several pieces of legislation passed in key states. July 1, 2005 is the effective date for a number of these, therefore I encourage you to look through the Bills below to familiarize yourself with the new laws that will affect you.

Bills of particular interest are Virginia’s adoption of a Revised Business Corporation Act and North Dakota’s action involving taxation of Pass-Through Entities.

Sincerely,

Robert K. Rowell
General Counsel

New, Pending and Passed Legislation

Federal Legislation

HB 1500

To amend the Internal Revenue Code of 1986 to make the 2003 reduction in the individual capital gains tax rates permanent and to further reduce and simplify such rates and to reduce the corporate capital gains rate.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=109_cong_bills&docid=f:h1500ih.txt.pdf

Current Bill Status: April 6, 2005 Referred to the House Committee on Ways and Means.

Arkansas

HB 2686

An act to provide for combined reporting by corporations that are members of an affiliated group; and for other purposes.

Full Text available at: http://www.arkleg.state.ar.us/ftproot/bills/2005/public/hb2686.pdf

Current Bill Status: March 7, 2005 Read the first time, rules suspended, read the second time and referred to the Committee on Revenue & Taxation.

California

HB 241

Mergers: certificate of satisfaction. An act to amend Section 1107.5 of, and to add Sections 6020.5, 8020.5, 12550.5, 15678.10, 16915.5, and 17554.5 to, the Corporations Code, relating to business entities.

Full Text available at: http://www.leginfo.ca.gov/pub/bill/asm/ab_0201-0250/ab_241_bill_20050330_amended_asm.pdf

Current Bill Status: Read Second Time April 7, 2005, sent to Consent Calendar

Florida

SB 1056

Business Entities; provides definitions, requirements, criteria, & procedures for conversion of domestic corporation into another business entity; provides for appraisals of interest in certain limited liability companies; revises Fla. Revised Uniform Limited Liability Company Act; requires limited partnerships to maintain certain required information; authorizes certain business transactions of partners with partnership, etc. Amends Chs. 607, 608, 617, 620.

Full Text available at: http://www.flsenate.gov/data/session/2005/Senate/bills/billtext/pdf/s1056c1.pdf

Current Bill Status: March 17, 2005 in Judiciary Committee

HB 1809

Corporate Income Tax/2005 IRS Code; provides for adoption of 2005 version of Internal Revenue Code; provides for retroactive operation. Amends 220.03.

Full Text available at: LINK

Current Bill Status: Added to Second Reading Calendar on Monday, April 11, 2005

Hawaii

HB 1302

Reduces filing, service, copying, and other business fees charged by the Department of Commerce and Consumer Affairs

Full Text available at: http://www.capitol.hawaii.gov/sessioncurrent/bills/hb1302_.htm

Current Bill Status: March 21, 2005 Held in Senate Commerce Consumer Protection & Housing

Idaho

HB 221

Relating to annual reports filed with the secretary of state by formally organized business entities; amending section 30-1-1622, Idaho code, to permit business corporations to file annual reports electronically; amending section 30-3-136, Idaho code, to permit nonprofit corporations to file annual reports electronically; amending section 53-613, Idaho code, to permit limited liability companies to file annual reports electronically; and amending section 53-3-1003, Idaho code, to specify information required in the annual report, to provide the time for filing and to permit limited liability partnerships to file annual reports electronically.

Full Text available at: http://www3.state.id.us/oasis/H0221.html#billtext

Current Bill Status: April 5, 2005 Signed by Governor as Session Law Chapter 274 effective July 1, 2005

Iowa

HB 175

A bill for an act relating to the names of business entities. Effective 07-01-05.

Full Text available at: LINK

Current Bill Status: March 3, 2005 Signed by Governor

Louisiana

HB 181

Provides for the recognition of separate legal personalities among
affiliated corporations and other business entities

Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=292952

Current Bill Status: April 11, 2005 on Calendar

Maine

LD 651

This bill requires that a corporate business name clearly identify the status of the business as being incorporated as is required by many other jurisdictions.

Full Text:

Be it enacted by the People of the State of Maine as follows:

Sec. 1. 13-C MRSA §401, sub-§8 is enacted to read:

8. Status as part of name. The name of any corporation that organizes under this Title on or after January 1, 2006 or that amends its articles of incorporation after the effective date of this subsection must contain the word, or abbreviation of the word, "corporation," "incorporated" or "limited" or comparable words or abbreviations of like meaning in another language.

Current Bill Status: February 24, 2005 On Motion By Senator Hobbins Of York, Referred To The Committee On Judiciary And Ordered Printed

Maryland

HB 159

Altering a requirement that the Department of Assessments and Taxation return specified documents filed for record by specified business entities; requiring the Department to send an acknowledgment after recording specified documents and to return the documents on payment of a $5 fee unless the filer declines the return; requiring that fees collected for a request to return specified documents be credited to a specified fund; etc

Full Text available at: http://mlis.state.md.us/2005rs/bills/hb/hb0159t.pdf

Current Bill Status: April 12, 2005 Signed by Governor

Massachusetts

SB 175

Relative to making the members of limited liability companies liable for violations of the payment of wages statute.

Full Text available at: http://www.mass.gov/legis/bills/senate/st00/st00175.htm

Current Bill Status: March 16, 2005 Referred To Joint Committee On Community Development And Small Businesses

SB 261

An Act relative to The Business Corporations Law

Full Text available at: http://www.mass.gov/legis/bills/senate/st00/st00261.htm

Current Bill Status: March 16, 2005 Referred To Joint Committee On Economic Development And Emerging Technologies

SB 262

An Act Relative to Limited Partnerships

Full Text available at: http://www.mass.gov/legis/bills/senate/st00/st00262.htm

Current Bill Status: March 16, 2005 Referred To Joint Committee On Economic Development And Emerging Technologies

SB 263

An Act Relative to The Business Corporations Law

Full Text available at: : http://www.mass.gov/legis/bills/senate/st00/st00263.htm

Current Bill Status: : March 16, 2005 Referred To Joint Committee On Economic Development And Emerging Technologies

SB 632

Relating to making amendments to the Massachusetts Business Corporation Act.

Full Text available at: http://www.mass.gov/legis/bills/senate/st00/st00632.htm

Current Bill Status: March 16, 2005 Referred to Joint Committee On Financial Services

Minnesota

SB 767 H 1043

A bill for an act relating to corporations; recodifying and modernizing the law regulating the formation, structure, and operation of certain corporations; making miscellaneous technical and clarifying changes

Full Text available at: http://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=H1043.1&session=ls84

Current Bill Status: March 7, 2005 Second Reading

SB 1348 H 1356

Corporate franchise tax research credit modification

A bill for an act relating to taxation; changing competition of the research credit

Full Text available at: http://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=S1348.0&session=ls84

Current Bill Status: March 3, 2005 referred to Committee on Taxes

Missouri

HB 678

Allows a corporation to specify that classes or series of its stock will be uncertificated shares

Full Text available at: http://www.house.state.mo.us/bills051/biltxt/perf/HB0678P.HTM

Current Bill Status: April 11, 2005 – Senate Committee Substitute Reported Do Pass-Placed on 3rd Read Consent Calendar (S)

Mississippi

HB 371

An act to codify section 79-4-6.24, Mississippi code of 1972, to provide for corporate issuance of rights, options and warrants; to codify section 79-4-15.20, Mississippi code of 1972, to set forth provisions relating to the withdrawal of foreign corporations; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2005/html/HB/0300-0399/HB0371SG.htm

Current Bill Status: To Governor April 4, 2005, Due From Governor April 21, 2005

Montana

HB 180

A bill for an act entitled: "an act revising certain procedures for filing applications with the secretary of state regarding the name of certain corporations, limited liability companies, and partnerships; eliminating certain requirements that duplicate copies of certain applications, certificates, and registrations with respect to the name of certain corporations, limited liability companies, and partnerships be filed with the secretary of state; specifying requirements for registration of a foreign limited partnership; and amending sections 30-13-204, 30-13-208, 30-13-210, 30-13-212, 35-1-1207, 32-1-112, 35-1-1309, 35-2-119, 35-2-1109, 35-8-205, 35-8-206, 35-8-212, 35-10-113, 35-10-622, 35-10-627, 35-12-606, 35-12-1302, and 35-12-1304, MCA; and repealing section 35-1-1207, MCA."

Full Text available at: http://data.opi.state.mt.us/bills/2005/billhtml/HB0180.htm

Current Bill Status: March 25, 2005 Signed by Governor

LC 697/SB509

Graduated minimum payment of corporate license tax

A bill for an act entitled: "an act providing a graduated minimum tax payment for the corporate license tax based upon the corporation's annual gross volume of sales in Montana; amending section 15-31-121, MCA; and providing an immediate effective date and a retroactive applicability date.

Full Text available at: http://data.opi.state.mt.us/bills/2005/billhtml/SB0509.htm

Current Bill Status: April 11, 2005 in Taxation Committee

Nebraska

LB 450

Eliminate a requirement that a trade name registration application be notarized

Full Text available at: http://www.unicam.state.ne.us/pdf/FINAL_LB450_1.pdf

Current Bill Status: Approved by Governor March 28, 2005

New Mexico

HB 320

An act relating to taxation; amending the corporate income and franchise tax act to mandate combined reporting; repealing a section of the NMSA 1978 pertaining to consolidated returns.

Full Text available at: http://legis.state.nm.us/Sessions/05%20Regular/bills/house/HB0320.pdf

Current Bill Status: March 2, 2005 in Taxation and Revenue Committee

New York

AB 5675

Establishes the "business trust law" as a new consolidated law regulating domestic and foreign business trusts

Full Text available at: http://assembly.state.ny.us/leg/?bn=A05675&sh=t

Current Bill Status: February 25, 2005 Introduced and Referred to Judiciary Committee

AB 5832

Requires board of directors meetings of cooperative corporations to be open to members

Provides that every meeting of the board of directors of a cooperative corporation shall be open to the members of such corporation unless the members of the board of directors vote to close any part of such a meeting; provides that notice of such closure shall be announced in an agenda published at least seven days prior to such a meeting; provides that such notice shall not apply to meetings held for the resolution of an emergency matter or for the carrying out of administrative or "housekeeping" responsibilities.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A05832&sh=t

Current Bill Status: April 7, 2005 advanced to Third Reading

AB 6988

Allows the county clerk, upon written request of the limited liability investment company, the limited liability company, and the limited partnership, when determining the weekly newspaper in which publication shall be made, to designate any such newspaper which is requested by the limited liability investment company which otherwise meets the requirements.

Full Text available at: : http://assembly.state.ny.us/leg/?bn=A6988&sh=t

Current Bill Status: April 1, 2005 referred to Banking Committee

North Dakota

HB 1253

AN ACT to create and enact a new subdivision to subsection 1 of section 45-22-21.1 of the North Dakota Century Code, relating to the registration of limited liability partnerships; and to amend and reenact subsection 3 of section 45-22-03 of the North Dakota Century Code, relating to the registration of limited liability partnerships.

Full Text available at: http://www.state.nd.us/lr/assembly/59-2005/bill-text/FBAO0300.pdf

Current Bill Status: March 14, 2005 signed by Governor and filed with Secretary of State

SB 2045

AN ACT to amend and reenact section 57-38-31.1 of the North Dakota Century Code, relating to filing of composite income tax returns by passthrough entities; and to provide an effective date.

Full Text:
Fifty-ninth Legislative Assembly of North Dakota
In Regular Session Commencing Tuesday, January 4, 2005
SENATE BILL NO. 2045
(Legislative Council)
(Taxation Committee)
AN ACT to amend and reenact section 57-38-31.1 of the North Dakota Century Code, relating to filing of composite income tax returns by passthrough entities; and to provide an effective date.
BE IT ENACTED BY THE LEGISLATIVE ASSEMBLY OF NORTH DAKOTA:
SECTION 1. AMENDMENT. Section 57-38-31.1 of the North Dakota Century Code is amended and reenacted as follows:
57-38-31.1. Composite returns. Partnerships and subchapter S corporations may file a composite return on behalf of nonresident individual partners or shareholders in the manner prescribed by the tax commissioner. Any amount of tax paid by the partnership or subchapter S corporation on the composite return on behalf of a nonresident partner or shareholder constitutes a credit on the North Dakota return of the nonresident individual on whose behalf the tax was paid by the partnership orsubchapter S corporation. Any return filed by a partnership or subchapter S corporation under this
section is considered as the return of the nonresident individual partner or shareholder on whose behalf the return is filed. The tax under this section must be computed by multiplying the aggregate of the shares of North Dakota income reportable to North Dakota by the partners or shareholders included in the composite return by five and fifty-four hundredths percent.
1. For purposes of this section, unless the context otherwise requires:
a. "Member" means an individual who is a shareholder of an S corporation; a partner in a general partnership, a limited partnership, or a limited liability partnership; a member of a limited liability company; or a beneficiary of a trust.
b. "Nonresident" means an individual who is not a resident of or domiciled in the state or a trust not organized in the state.
c. "Passthrough entity" means an entity that for the applicable tax year is treated as an S corporation under this chapter or a general partnership, limited partnership, limited liability partnership, trust, or limited liability company that for the applicable tax year is not taxed as a corporation under this chapter.
2. a. A passthrough entity may file a composite income tax return on behalf of electing nonresident members reporting and paying income tax, at the highest marginal rate provided in section 57-38-30.3 for individuals, on the members' pro rata or distributive shares of income of the passthrough entity from doing business in, or deriving income from sources within, this state.
b. A nonresident member whose only source of income within the state is from one or more passthrough entities may elect to be included in a composite return filed under this section.
c. A nonresident member that has been included in a composite return may file an individual income tax return and shall receive credit for tax paid on the member's behalf by the passthrough entity.
3. a. A passthrough entity shall withhold income tax, at the highest tax rate provided in section 57-38-30.3 for individuals, on the share of income of the entity distributed to each nonresident member and pay the withheld amount in the manner prescribed by the tax commissioner. The passthrough entity is liable to the state for the payment of the tax required to be withheld under this section and is not liable to any member for the amount withheld and paid over in compliance with this section. A member of a passthrough entity that is itself a passthrough entity (a lower-tier passthrough entity) is subject to this same requirement to withhold and pay over income tax on the share of income distributed by the lower-tier passthrough entity to each of its nonresident members. The tax commissioner shall apply tax withheld and paid over by a passthrough entity on distributions to a lower-tier passthrough entity to the withholding required of that lower-tier passthrough entity.
b. At the time of a payment made under this section, a passthrough entity shall deliver to the tax commissioner a return upon a form prescribed by the tax commissioner showing the total amounts paid or credited to its nonresident members, the amount withheld in accordance with this section, and any other information the tax commissioner may require. A passthrough entity shall furnish to its nonresident member annually, but not later than the fifteenth day of the third month after the end of its taxable year, a record of the amount of tax withheld on behalf of such member on a form prescribed by the tax commissioner.
c. Notwithstanding subdivision a, a passthrough entity is not required to withhold tax for a nonresident member if:
(1) The member has a pro rata or distributive share of income of the passthrough entity from doing business in, or deriving income from sources within, this state of less than one thousand dollars per annual accounting period;
(2) The tax commissioner has determined by rule, ruling, or instruction that the member's income is not subject to withholding;
(3) The member elects to have the tax due paid as part of a composite return filed by the passthrough entity under subsection 2; or
(4) The entity is a publicly traded partnership as defined by section 7704(b) of the Internal Revenue Code which is treated as a partnership for the purposes of the Internal Revenue Code and which has agreed to file an annual information return reporting the name, address, taxpayer identification number, and other information requested by the tax commissioner of each unitholder with an income in the state in excess of five hundred dollars.
SECTION 2. EFFECTIVE DATE. This Act is effective for taxable years beginning after December 31, 2004.

Bill Status: Signed by Governor March 7, 2005, Filed with Secretary of State March 8, 2005

Ohio

HB 42

Amending the Revised Code relating to the use of authorized communications equipment, including electronic or telephonic transmissions, in certain meetings and votings of nonprofit corporations and the authority to take action on behalf of a nonprofit corporation without a meeting of incorporators, directors, or members.

Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=126_HB_42

Current Bill Status: March 16, 2005 Passed Third Consederation

HB 123

To revise the corporation franchise tax law by lowering tax rates, adding alternative minimum tax bases, expanding add-backs for expenses paid to related companies, adding a sales factor "throwback," eliminating future net operating loss deductions, requiring "water's edge" combined tax reporting, eliminating the implied deduction for taxes paid to other jurisdictions, increasing the maximum tax computed on a net worth basis, expressly narrowing the net worth exclusion for financial institutions relative to appreciation, clarifying the pass-through entity withholding tax base, requiring corporate taxpayers to disclose certain tax-related information, and eliminating several credits and to eliminate corresponding personal income tax credits for business owners.

Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=126_HB_123

Bill Status: Introduced March 10, 2005

Oklahoma

SB 560

Corporations; modifying the Oklahoma General Corporation Act and the Oklahoma Limited Liability Company

An Act relating to corporations; amending 18 O.S. 2001, Sections 1006, as amended by Section 2, Chapter 255, O.S.L. 2004, 1024, 1027, as amended by Section 7, Chapter 255, O.S.L. 2004, 1033, 1035, 1038, as amended by Section 8, Chapter 255, O.S.L. 2004, 1081, as amended by Section 20, Chapter 255, O.S.L. 2004, 1082, as amended by Section 21, Chapter 255, O.S.L. 2004, 1090.2, as amended by Section 26, Chapter 255, O.S.L. 2004, 1090.4, 1090.5, as amended by Section 28, Chapter 255, O.S.L. 2004, 1118, 2002, as amended by Section 10, Chapter 180, O.S.L. 2003, 2005, as amended by Section 34, Chapter 255, O.S.L. 2004, 2007, as amended by Section 36, Chapter 255, O.S.L. 2004, 2010, as amended by Section 37, Chapter 255, O.S.L. 2004, 2037, as amended by Section 48, Chapter 255, O.S.L. 2004, 2054.1, as amended by Section 52, Chapter 255, O.S.L. 2004, 2054.2, as amended by Section 53, Chapter 255, O.S.L. 2004, and 2055.2 (18 O.S. Supp. 2004, Sections 1006, 1027, 1038, 1081, 1082, 1090.2, 1090.5, 2002, 2005, 2007, 2010, 2037, 2054.1 and 2054.2), which relate to the Oklahoma General Corporation Act and the Oklahoma Limited Liability Company Act; allowing inclusion of certain provisions in certificates of incorporation; defining term; permitting certain changes to be made in single filing; clarifying authority of certain committee; updating reference; broadening permitted forms of certain consideration; conforming language; modifying certain time periods; clarifying form of certain amendments; expanding certain definition; requiring conversion notice under specified circumstances; clarifying applicability of certain federal law; clarifying continuance of certain company; permitting conversion of certain business entities; amending 54 O.S. 2001, Sections 1-901, as amended by Section 56, Chapter 255, O.S.L. 2004, 1-903, as amended by Section 58, Chapter 255, O.S.L. 2004, 1-904, as amended by Section 59, Chapter 255, O.S.L. 2004, 302, 310.1, 310.2, as amended by Section 61, Chapter 255, O.S.L. 2004, 310.3, as amended by Section 62, Chapter 255, O.S.L. 2004, and 311.1 (54 O.S. Supp. 2004, Sections 1-901, 1-903, 1-904, 310.2 and 310.3), which relate to the Oklahoma Revised Uniform Partnership Act and the Oklahoma Revised Uniform Limited Partnership Act; modifying definitions; requiring certain filing for conversion of certain business entities; establishing consent of certain business entities to specified jurisdiction and service of process; modifying requirements for filing certain certificates; and providing an effective date.

Full Text available at: http://www2.lsb.state.ok.us/2005-06SB/sb560_engr.rtf

Current Bill Status: March 2, 2005 Second Reading referred to House Judiciary Committee

Oregon

HB 3324

Allows Oregon bank or Oregon trust company to be organized as limited liability company. Allows conversion between forms of business entities.

Full Text available at: http://www.leg.state.or.us/05reg/measpdf/hb3300.dir/hb3324.intro.pdf

Current Bill Status: April 8, 2005 In Senate and referred to Judiciary Committee

Pennsylvania

HB 709

An Act amending Title 15 (Corporations and Unincorporated Associations) of the Pennsylvania Consolidated Statutes, repealing annual registration requirements for certain limited liability companies.

Full Text available at: http://www2.legis.state.pa.us/WU01/LI/BI/BT/2005/0/HB0709P0801.pdf

Current Bill Status: In Commerce Committee since March 2, 2005

Tennessee

HB 1121/ SB 0421

Business Organizations - Enacts the "Tennessee Revised Limited Liability Company Act." - Amends TCA Title 48

Full Text available at: http://www.legislature.state.tn.us/bills/currentga/BILL/HB1121.pdf

Current Bill Status: Placed on calendar in Finance, Ways & Means Committee for 4/19/2005

Texas

SB 876

Relating to financial reporting requirements of a nonprofit corporation.

Full Text available at: LINK

Current Bill Status: Engrossed April 12, 2005 In House, Referred to Business & Industry Committee

HB 1154

Relating to limited liability companies and partnerships.

Full Text available at: LINK

Current Bill Status: Having been sent by the House to the Senate the bill is currently in the Senate Business & Commerce Committee as of April 5, 2005

HB 1507

Relating to the regulation of corporations; providing a penalty.

Full Text available at: LINK

Current Bill Status: Having been sent by the House to the Senate the bill is currently in the Business & Commerce as of April 5, 2005

Utah

HB 275

This bill modifies provisions addressing business entities under the Utah Revised Business Corporation Act, Utah Revised Uniform Limited Partnership Act, and Utah Revised Limited Liability Company Act.

Highlighted Provisions:

This bill:
. clarifies definitions in the Utah Revised Business Corporation Act;
. clarifies notice requirements in the Utah Revised Business Corporation Act;
. addresses who may be a registered agent under the Utah Revised Uniform Limited Partnership Act;
. addresses the duration of a limited partnership under the Utah Revised Uniform Limited Partnership Act;
. modifies provisions of the Utah Revised Limited Liability Company Act, including provisions:
. defining terms;
. addressing limitations on a company's articles of organization and operating agreement;
. addressing the effect of certain filings as to third persons, members, and managers;
. addressing powers of a company;
. related to annual reports;
. related to organization of a company under the act;
. related to the duration of a company;
. related to amending articles of organization;
. related to an initial operating agreement of a company;
. related to membership of a company;
. related to management by members of a company;
. related to the calculation of a member's profits interest;
. related to management by managers;
. related to duties of managers and members;
. related to capital accounts;
. related to the rights of a creditor or a member;
. related to dissolution of a company; and
. related to company conversion; and
. makes technical changes.
Monies Appropriated in this Bill:
None
Other Special Clauses:
None
Utah Code Sections Affected:
AMENDS:
16-10a-102, as last amended by Chapter 218, Laws of Utah 2001
16-10a-103, as enacted by Chapter 277, Laws of Utah 1992
48-2a-104, as last amended by Chapter 193, Laws of Utah 2002
48-2a-201, as last amended by Chapter 189, Laws of Utah 1991
48-2c-102, as enacted by Chapter 260, Laws of Utah 2001
48-2c-110, as last amended by Chapter 193, Laws of Utah 2002
48-2c-120, as enacted by Chapter 260, Laws of Utah 2001
48-2c-121, as enacted by Chapter 260, Laws of Utah 2001
48-2c-203, as enacted by Chapter 260, Laws of Utah 2001
48-2c-401, as last amended by Chapter 193, Laws of Utah 2002
48-2c-403, as enacted by Chapter 260, Laws of Utah 2001
48-2c-408, as last amended by Chapter 193, Laws of Utah 2002
48-2c-501, as enacted by Chapter 260, Laws of Utah 2001
48-2c-702, as enacted by Chapter 260, Laws of Utah 2001
48-2c-803, as enacted by Chapter 260, Laws of Utah 2001
48-2c-804, as last amended by Chapter 193, Laws of Utah 2002
48-2c-807, as enacted by Chapter 260, Laws of Utah 2001
48-2c-903, as enacted by Chapter 260, Laws of Utah 2001
48-2c-1103, as last amended by Chapter 193, Laws of Utah 2002
48-2c-1201, as enacted by Chapter 260, Laws of Utah 2001
48-2c-1204, as enacted by Chapter 260, Laws of Utah 2001
48-2c-1207, as last amended by Chapter 193, Laws of Utah 2002
48-2c-1211, as enacted by Chapter 260, Laws of Utah 2001
48-2c-1404, as enacted by Chapter 260, Laws of Utah 2001
48-2c-1406, as enacted by Chapter 260, Laws of Utah 2001
ENACTS:
48-2c-803.1, Utah Code Annotated 1953

Full Text available at: http://www.le.state.ut.us/~2005/bills/hbillenr/hb0275.pdf

Current Bill Status: March 16, 2005 signed by Governor

Virginia

SB 1228

Updates the Virginia Stock Corporation Act to incorporate refinements to the Revised Model Business Corporation Act that have been adopted by the Business Law Section of the American Bar Association since its Model Act was enacted by Virginia. Substantive changes include permitting several corporate actions to be taken electronically; confirming that provisions in corporate documents filed with the State Corporation Commission may be made dependent on statistical or market indices or other objectively ascertainable facts; making the process for amending articles of incorporation more flexible; streamlining the process for combining corporations with other types of business entities; expanding situations where a shareholder can exercise appraisal rights; revising the test for determining whether a sale of corporate assets requires shareholder approval; establishing a shareholder buy-out alternative to court-ordered dissolution; and establishing a process for resolving contingent liabilities of a dissolving corporation.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?051+ful+CHAP0765

Current Bill Status: Adopted March 26, 2005

HB 1829

Names of business entities; emergency. Clarifies that the words permitted to be in a business trust name pursuant to the Business Trust Act can be considered in determining whether a corporate, limited liability company, business trust or limited partnership name is distinguishable from the names of other such entities that have been recorded, reserved or registered in the office of the clerk of the State Corporation Commission. The measure also narrows existing cross-references and makes technical corrections.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?051+ful+CHAP0379

Current Bill Status: Adopted March 29, 2005

HB 2177

Recordation tax; exemption for limited liability companies. Removes the exemption from the recordation tax for LLCs, corporations and partnerships.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?051+ful+CHAP0093

Current Bill Status: Adopted March 24, 2005

West Virginia

HB 2843

A BILL to amend and reenact §31A-1-2 of the Code of West Virginia, 1931, as amended; to amend and reenact §31A-2-5 of said code; and to amend and reenact §31A-4-1 and §31A-4-5 of said code, all relating to the ability of a state-chartered bank to organize as a limited liability company.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2005_SESSIONS/RS/BILLS/hb2843%20intr.htm

Current Bill Status: March 2, 2005 Introduced and referred to House Banking and Industry Committee

HB 2869

AN ACT to amend the Code of West Virginia, 1931, as amended, by adding thereto a new section, designated § 31D-11-1109, relating to permitting the conversion of a domestic corporation to a domestic limited liability company.

Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2005_SESSIONS/RS/BILLS/hb2869%20enr.htm

Current Bill Status: Signed by Governor April 1, 2005

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