So many bills became law this last month I’m not going to list them all here. They are all below with summaries and links.  New York continues to tinker with the publishing requirement with HB 10399 however you should keep in mind that the latest set of requirements set by Chapter 767 of 2005 (Senate Bill 85-A) will become effective June 1, 2006.

Robert K. Rowell

Executive Vice-President & General Counsel

National Registered Agents, Inc.

Federal Legislation

SB 2462 Federal Tax

A bill to permit startup partnerships and S corporations to elect taxable years other than required years.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=109_cong_bills&docid=f:s2462is.txt.pdf

Current Bill Status:  March 28, 2006 Introduced.

Arizona

HB 2273 Corporations and LLC omnibus

An Act amending sections 10-122.01, 10-124, 10-401, 10-402 and 10-403, Arizona Revised Statutes; repealing section 10-504, Arizona Revised Statutes; amending title 10, chapter 5, article 1, Arizona Revised Statutes, by adding a new section 10-504; amending sections 10-720 and 10-1506, Arizona Revised Statutes; repealing section 10-1510, Arizona Revised Statutes; amending title 10, chapter 15, article 1, Arizona Revised Statutes, by adding a new section 10-1510; amending title 10, chapter 15, article 2, Arizona Revised Statutes, by adding section 10-1521; amending sections 10-1622, 10-2054, 10-2124 and 10-2215, Arizona Revised Statutes; repealing section 10-3122, Arizona Revised Statutes, as amended by Laws 2005, chapter 253, section 5; amending section 10-3122, Arizona Revised Statutes, as amended by Laws 2005, chapter 262, section 2; amending sections 10-3124, 10-3401, 10-3402 and 10-3403, Arizona Revised Statutes; repealing section 10-3504, Arizona Revised Statutes; amending title 10, chapter 28, article 1, Arizona Revised Statutes, by adding a new section 10-3504; amending section 10-11506, Arizona Revised Statutes; repealing section 10-11510, Arizona Revised Statutes; amending title 10, chapter 38, article 1, Arizona Revised Statutes, by adding a new section 10-11510; amending title 10, chapter 38, article 2, Arizona Revised Statutes, by adding section 10-11521; amending sections 10-11632, 29-601, 29-602, 29-603, 29-606, 29-633, 29-634, 29-637, 29-681, 29-781, 29-781.01, 29-783, 29-802, 29-803, 29-805, 29-841, 29-841.01, 29-845 and 29-851, Arizona Revised Statutes; relating to corporations and limited liability companies.

Full Text available at: http://www.azleg.gov/legtext/47leg/2r/bills/hb2273s.pdf

Current Bill Status: March 28, 2006 Engrossed in Senate

HB 2327  Corporations; shares without certificates

Amending section 10-626, Arizona Revised Statutes; relating to corporate shares and distribution.

Full Text available at: http://www.azleg.gov/legtext/47leg/2r/bills/hb2327h.pdf

Current Bill Status: April 11, 2006 Signed by Governor

Colorado

SB 187 Rights of Creditors, Dissolved Business Entities

Standardizes rights of creditors, owners, and the entity with respect to dissolved business entities. Clarifies the rights of creditors of a corporation or nonprofit corporation. Standardizes rules for unlawful distributions for a limited liability partnership, a limited liability limited partnership, and a limited liability company. Amends the corporation and association laws by: Adding a definition of a "mutual ditch company" to the "Colorado Revised Nonprofit Corporation Act"; Clarifying trade name laws as such laws pertain to delinquent or dissolved entities; Modifying the definition, contents, and operation of an operating agreement of a limited liability company; Clarifying the role of managers and members of a limited liability company, including agency authority; Modifying the voting requirements with respect to mergers and conversions; Clarifies the liabilities of directors and officers of a nonprofit corporation that dissolves but continues to operate without winding up. Expands the authority of the secretary of state to propound interrogatories to a domestic entity that has a constituent filed document in the records of the secretary of state, and a foreign entity that is authorized to transact business or conduct activities in Colorado. Sets deadlines by which an entity shall respond to the interrogatories. Increases the penalties for failure to respond to interrogatories. Makes conforming amendments.

Full Text available at: http://www.leg.state.co.us/clics2006a/csl.nsf/fsbillcont3/FE46FE6F1954318D87257106007935C6?Open&file=187_rev.pdf

Current Bill Status: April 11, 2006 Senate Considered House Amendments - Result was to Concur – Repass

SB 1256  Uniform Limited Partnership Act

Repeals and adds to existing law to provide for the Uniform Limited Partnership Act; to define terms; to provide for knowledge and notice; to set forth powers; to provide governing law; to provide a rate of interest; to provide for names and reservation of

names; to set forth effect of partnership agreements; to set forth required information; to provide for business transactions of partners with a partnership; to provide for dual capacity; to provide for offices and agents for service of process; to provide for service of process; to provide for consent and proxies of partners; to provide for the formation

of limited partnerships; to provide for delivery and filing of records by the Secretary of State; to provide for liability for false information in filed records; to provide for annual reports; to limit the right or power to bind limited partnerships; to limit liability; to provide for the right to information; to set forth provisions applicable to becoming a general partner; to provide for a general partner agent; to set forth general standards of conduct; to provide for forms of contribution; to provide for distributions; to provide for dissociation of persons as limited partners; to provide for winding up of the partnership; to provide for the disposition of assets; to set forth governing law for foreign limited

partnerships; to provide for conversions and mergers; to set forth provisions applicable to the Electronic Signatures in Global and National Commerce Act; and to provide for application to existing relationships.

Full Text available at: http://www3.state.id.us/oasis/S1256.html#billtext

Current Bill Status: March 22, 2006 Governor signed as Session Law Chapter 144,   Effective: 07/01/06

Florida

HB 7179/SB 1198 Corporate Income Tax

Provides for adoption of 2006 version of Internal Revenue Code; provides for retroactive operation. Amends 220.03.

Full Text available at: http://www.myfloridahouse.gov/Sections/Documents/loaddoc.aspx?FileName=_h7179__.doc&DocumentType=Bill&BillNumber=7179&Session=2006

Current Bill Status: April 11, 2006 added to Second Reading Calender

Georgia

SB 469 Corporations, Partnerships and Associations; update provisions

A Bill to be entitled an Act to amend Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships, and associations, so as to provide for the updating of provisions relating to corporations, partnerships, and associations; to provide confirmation when an order for relief with respect to a corporation has been entered pursuant to the federal Bankruptcy Code of the power and authority of such corporation to take action pursuant to the decree of order or the court or judge in such bankruptcy proceedings; to provide that a board of directors can commit a corporation to submit a matter for shareholder approval even if the board of directors subsequently determines to recommend against it later; to correct cross-references; to provide for related matters; to repeal conflicting laws; and for other purposes.

Full Text available at: http://www.legis.state.ga.us/legis/2005_06/pdf/sb469.pdf

Current Bill Status: April 3, 2006 sent to Governor.

Indiana

HB 1306   Distributions, Conversions, Records

Changes the name of the corporate law survey commission to the business law survey commission. Permits the execution of certain documents by an attorney in fact. Provides that distributions by a corporation or limited liability company do not include reasonable compensation, retirement payments, or guaranty payments. Provides for conversion of certain domestic or foreign entities to certain other entities. Specifies the rights of access of members to records or information of a limited liability company. Specifies the procedure for revocation of dissolution by a limited liability company.

Full Text available at: http://www.in.gov/legislative/bills/2006/HE/HE1306.1.html

Current Bill Status: March 21, 2006 Signed by Governor

HB 1353  Trademarks

Conforms certain provisions of the Indiana Trademark Act to the Model Trademark Act and repeals obsolete provisions of the Indiana Trademark Act. Specifies that a judicial or administrative interpretation of the federal Trademark Act may be considered as persuasive authority in construing provisions of the Indiana Trademark Act.

Full Text available at: http://www.in.gov/legislative/bills/2006/HE/HE1353.1.html

Current Bill Status: March 22, 2006 Signed by Governor

Iowa 

HB 2725 Business Entities

A bill for an act containing various provisions relating to business entities, including limited partnerships, corporations, limited liability companies, cooperatives, and nonprofit corporations. (Formerly HSB 752)

Full Text available at: http://coolice.legis.state.ia.us/Cool-ICE/default.asp?category=billinfo&Service=Billbook&menu=text&hbill=HF2725

Current Bill Status: March 29, 2006 Bill Withdrawn from Consideration

SB 2374  Various Technical Changes

A bill for an act containing various provisions relating to business entities, including corporations, limited liability companies, and nonprofit corporations.

Full Text available at: http://coolice.legis.state.ia.us/Cool-ICE/default.asp?category=billinfo&Service=Billbook&menu=text&hbill=SF2374

Current Bill Status: April 10, 2006 in Senate having passed in the House

Illinois

HB 5376 Business Corporation and LLC

Amends the Business Corporation Act of 1983. Requires that fair value (instead of just value) be paid for a fractional share that is paid in cash. Defines "fair value". Provides that, in the list of those who can make a determination for purposes of indemnification of a present or former director, officer, employee or agent in a particular case, the determination shall be by a committee of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum, designated by a majority vote of the directors (instead of a committee of directors designated by a majority vote of the directors). Amends the Limited Liability Company Act. Provides that the operating agreement may not contain any provision inconsistent with the voting provisions in the listed Section. Limits situations in which a person may vote to ratify or approve matters.

Full Text available at: http://www.ilga.gov/legislation/94/HB/PDF/09400HB5376lv.pdf

Current Bill Status: March 28, 2006 Passed both Houses

Kentucky

HB 234 Uniform Partnership Act

Create two new subchapters of KRS Chapter 362, relating to partnerships, to adopt with changes the Uniform Partnership Act, as approved by the National Conference of Commissioners on Uniform State Laws in 1994 and with amendments thereto in 1997, and the Uniform Limited Partnership Act, as approved by the National Conference of Commissioners on Uniform State Laws in 2001; create a new section of KRS Chapter 275, the Kentucky Limited Liability Company Act, to permit the conversion of a limited liability company to a limited partnership; amend KRS 446.010, relating to definitions for the Kentucky Revised Statutes, to provide that the word "partnership" shall include all varieties of both general and limited partnerships, unless otherwise required by the context; amend KRS 365.015, 313.310, 148.851, 164.6011, 274.005, 275.010, 292.310, 342.0011, 67.750, various sections in Title XI, relating to revenue and taxation, and various sections in KRS Chapter 154, relating to state development, to conform; and, effective January 1, 2008, repeal the Uniform Partnership Act, KRS 362.150 to 362.360, the Kentucky Revised Uniform Limited Partnership Act, KRS 362.401 to 362.525, and remaining sections of KRS Chapter 362 relating to registered limited liability partnerships, merger of various partnerships with other business entities, and suits by and against partnerships.

Full Text available at: http://www.lrc.ky.gov/record/06RS/HB234/bill.doc

Current Bill Status: April 5, 2006-signed by Governor (Acts CH. 149)

HB 295  Tax

Amend KRS 141.040 to provide an exclusion from the alternative minimum calculation for corporations with income factors below specified thresholds; effective for tax years ending on or after December 31, 2006.

Full Text available at: http://www.lrc.ky.gov/record/06RS/HB295/bill.doc

Current Bill Status: Apr 12, 2006 -Free Conference Committee report filed in Senate; Free Conference Committee report adopted in Senate; passed 20-10; House ruled Free Conference Committee Report out of order.

Louisiana

HB 352  Corporate Dissolution

To amend and reenact R.S. 12:142.1(A), relative to dissolution of a corporation; to provide for the qualifications for dissolution by affidavit; and to provide for related matters.

Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=368720

Current Bill Status: March 27, 2006 Read by title, under the rules, referred to the Committee on Commerce.

HB 622 Alternative method of Service of Process

AN ACT To amend and reenact Code of Civil Procedure Articles 1261(B), 1262, 1266(B), and 1267, relative to service of process; to provide for service of process on corporations and limited liability companies; to provide for service by registered or certified mail or by commercial courier under certain circumstances; and to provide for related matters.

Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=371478

Current Bill Status: March 27, 2006 Read by title, under the rules, referred to the Committee on Civil Law and Procedure.

SB 268 Corporate Income Tax

AN ACT To amend and reenact R.S. 47:287.655(A), (D)(introductory paragraph), and (G)(1), and to repeal R.S. 47:120, 120.1, and 120.2, relative to installment payments of estimated income tax by corporations; to specify that the amount to be paid if there is an underpayment of tax or an adjustment is a penalty; and to provide for related matters.

Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=379308

Current Bill Status: April 11, 2006 Read by title, engrossed and passed to a third reading.

Maine

HB 1314  Amends Laws Relating to Corporations, Limited Partnerships, Limited Liability Companies and Limited Liability Partnerships

This bill makes changes to filing fees to be consistent with changes that were made as part of Public Law 2003, chapter 631 and Public Law 2005, chapter 12. Additionally, this bill makes corrections to the time period an entity has to replace its registered agent upon resignation from 30 to 60 days. These changes were missed when changing other 30-day periods to 60 days in 2003 and 2004.

Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280019976&LD=1874&Type=1&SessionID=6

Current Bill Status: March 29, 2006 Passed to be Enacted by Senate

HB 1431 An Act Relating to Mergers and Consolidations of Corporations without Capital Stock, (LD 2034)

This amendment clarifies that a corporation without capital stock formed under the Maine Revised Statutes, Title 13 may merge or consolidate with or into a nonprofit corporation formed under Title 13-B.

Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280020452&LD=2034&Type=1&SessionID=6

Current Bill Status: April 4, 2006 -- Emergency Signed - Public Law, Chapter 531

SB 591 An Act To Establish the Uniform Partnership Act

This bill repeals the existing Uniform Partnership Act and enacts the Revised Uniform Partnership Act of 1997 (RUPA) as the new Uniform Partnership Act. It makes the following changes in Maine partnership law. Under current law concerning the agency authority of partners, every partner has apparent authority to carry on the business of the partnership. This bill continues that concept except that the apparent authority includes acts for carrying on in the ordinary course business of the kind carried on by the partnership, not just the business of the particular partnership in question. Current law provides that the partnership is bound for the acts of a partner within the apparent authority unless the partner has no actual authority and the person with whom the partner is dealing has knowledge that the partner has no actual authority. This bill is the same as current law except that RUPA provides that a person who has received a notification of a partner's lack of authority is also bound. RUPA specifies the meaning of "receives a notification". Under current law concerning partnership recovery of property wrongfully conveyed, the partnership may recover the property unless the partner binds the partnership as provided in current law or the purchaser or the purchaser's assignee is a holder for value without knowledge. Under RUPA, the burden shifts to the partnership to show that the act was not authorized and that the grantee and subsequent grantee for value had no knowledge or notice of the partner's lack of authority. Under current law concerning partnership liability for partner conduct, the partnership is liable for the wrongful conduct of a partner performed in the ordinary course of the business of the partnership or with the authority of the other partners, but only to persons who are not also partners in the partnership. RUPA is the same as the current law, except that a partner can sue as well. The RUPA provision also includes no-fault torts under the phrase "other actionable conduct." Under current law concerning partner liability, there is joint and several liability for tortuous conduct and joint liability for contractual obligations. Under RUPA, there is joint and several liability for all obligations of the partnership. With regard to registered liability partnerships except for professional limited liability partnerships, the liability shield under current law for a Maine limited liability partnership protects only against tort liabilities. RUPA provides full shield liability protection for a tortuous liability and for contractual obligations. Current law contains no provision concerning whether the partnership agreement affects the liability imposed by the statute. In contracts, RUPA provides that it expressly overrides anything to the contrary in the partnership agreement. The current law limits the liability of an incoming partner to the partnership property.

Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280015917&LD=986&Type=1&SessionID=6

Current Bill Status: April 4, 2006 Pursuant to Joint Rule 310.3 Placed in Legislative Files (DEAD)

Maryland   

SB 867/HB 1177 Credit for Income Tax Paid to Another State - Income from Pass-Through Entities

Altering the calculation of the credit against the State income tax allowed for income tax paid to another state with respect to income tax paid to another state on a resident's share of income from specified pass-through entities; allowing specified excess credit to be applied against the county income tax under specified circumstances; applying the Act to tax years after 2005

Full Text available at: http://mlis.state.md.us/2006rs/bills/sb/sb0867f.pdf

Current Bill Status: March 8, 2006 in Budget and Taxation Committee

Michigan

HB 5315 Mergers and Share Exchanges

An Act to amend 1972 PA 284, entitled "An act to provide for the organization and regulation of corporations; to prescribe their duties, rights, powers, immunities and liabilities; to provide for the authorization of foreign corporations within this state; to prescribe the functions of the administrator of this act; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts," by amending section 735 (MCL 450.1735), as amended by 1997 PA 118.

Full Text available at: http://www.legislature.mi.gov/documents/2005-2006/publicact/pdf/2006-PA-0072.pdf

Current Bill Status: Signed by Governor March 16, 2006 with and Effective Date of March 20, 2006

HB 5316  Business Corporations; provision providing for dissolution by court judgment

An Act to amend 1972 PA 284, entitled "An act to provide for the organization and regulation of corporations; to prescribe their duties, rights, powers, immunities and liabilities; to provide for the authorization of foreign corporations within this state; to prescribe the functions of the administrator of this act; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts," by amending section 823 (MCL 450.1823), as amended by 1989 PA 121.

Full Text available at: http://www.legislature.mi.gov/documents/2005-2006/publicact/pdf/2006-PA-0063.pdf

Current Bill Status: Signed by Governor March 16, 2006 with and Effective Date of March 20, 2006

HB 5317 Certain amendments to articles of incorporation; require to be initiated by the board of directors

An Act to amend 1972 PA 284, entitled "An act to provide for the organization and regulation of corporations; to prescribe their duties, rights, powers, immunities and liabilities; to provide for the authorization of foreign corporations within this state; to prescribe the functions of the administrator of this act; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts," by amending section 611 (MCL 450.1611), as amended by 1997 PA 118.

Full Text available at: http://www.legislature.mi.gov/documents/2005-2006/publicact/pdf/2006-PA-0064.pdf

Current Bill Status: Signed by Governor March 16, 2006 with and Effective Date of March 20, 2006

HB 5318  Creation of subcommittees of board committees

An Act to amend 1972 PA 284, entitled "An act to provide for the organization and regulation of corporations; to prescribe their duties, rights, powers, immunities and liabilities; to provide for the authorization of foreign corporations within this state; to prescribe the functions of the administrator of this act; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts," by amending section 528 (MCL 450.1528), as amended by 1997 PA 118.

Full Text available at: http://www.legislature.mi.gov/documents/2005-2006/publicact/pdf/2006-PA-0065.pdf

Current Bill Status: Signed by Governor March 16, 2006 with and Effective Date of March 20, 2006

HB 5319 Voting by Shareholders

An Act to amend 1972 PA 284, entitled "An act to provide for the organization and regulation of corporations; to prescribe their duties, rights, powers, immunities and liabilities; to provide for the authorization of foreign corporations within this state; to prescribe the functions of the administrator of this act; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts," by amending section 441 (MCL 450.1441), as amended by 1989 PA 121.

Full Text available at: http://www.legislature.mi.gov/documents/2005-2006/publicact/pdf/2006-PA-0066.pdf

Current Bill Status: Signed by Governor March 16, 2006 with and Effective Date of March 20, 2006

HB 5320 Voting as a class or series

An Act to amend 1972 PA 284, entitled "An act to provide for the organization and regulation of corporations; to prescribe their duties, rights, powers, immunities and liabilities; to provide for the authorization of foreign corporations within this state; to prescribe the functions of the administrator of this act; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts," by amending section 442 (MCL 450.1442).

Full Text available at: http://www.legislature.mi.gov/documents/2005-2006/publicact/pdf/2006-PA-0067.pdf

Current Bill Status: Signed by Governor March 16, 2006 with and Effective Date of March 20, 2006

HB 5323 Definition of willfully unfair and oppressive conduct by corporations

AN ACT to amend 1972 PA 284, entitled "An act to provide for the organization and regulation of corporations; to prescribe their duties, rights, powers, immunities and liabilities; to provide for the authorization of foreign corporations within this state; to prescribe the functions of the administrator of this act; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts," by amending sections 106, 261, and 489 (MCL 450.1106, 450.1261, and 450.1489), sections 106 and 489 as amended by 2001 PA 57 and section 261 as amended by 1993 PA 91.

Full Text available at: http://www.legislature.mi.gov/documents/2005-2006/publicact/pdf/2006-PA-0068.pdf

Current Bill Status: Signed by Governor March 16, 2006 with and Effective Date of March 20, 2006

SB 1191 Business Tax

Single business tax; credit; alternative tax rate, adjusted business income maximum, and shareholder disqualifier; revise and include limited liability companies. A bill to amend 1975 PA 228, entitled "Single business tax act," by amending section 36 (MCL 208.36), as amended by 1995 PA 284.

Full Text available at: http://www.legislature.mi.gov/documents/2005-2006/billintroduced/Senate/pdf/2006-SIB-1191.pdf

Current Bill Status: March 23, 2006 Referred to Committee on Finance

 Minnesota

SB 2520  Modifications and Clarifications

A bill for an act relating to business organizations; regulating business corporations; clarifying terms; updating terminology to include new forms of business activity; including references to limited liability companies and their governance attributes where appropriate; regulating limited liability companies; clarifying terms;amending Minnesota Statutes 2004, sections 302A.011, subdivisions 7, 8, 12, 21, 25, 28, 31, 41, 45, 46, 58, by adding subdivisions; 302A.111, subdivision 3, by adding a subdivision; 302A.115, subdivisions 1, 5; 302A.135, by adding a subdivision; 302A.241, by adding a subdivision; 302A.401, subdivision 3; 302A.417, subdivision 7; 302A.441, subdivision 1; 302A.447, subdivision 1; 302A.461, subdivision 2; 302A.471, subdivisions 1, 3, 4; 302A.553, subdivision 1; 302A.601, subdivisions 1, 2; 302A.611, subdivision 1; 302A.613, subdivisions 1, 2; 302A.621, subdivisions 1, 2, 3, 5, 6, by adding a subdivision; 302A.626, subdivision 1; 302A.661, subdivisions 1, 4; 322B.03, subdivisions 6, 12, 19a, 20, 23, 28, 36a, 45a; 322B.115, subdivision 3, by adding a subdivision; 322B.12, subdivision 1; 322B.15, by adding a subdivision; 322B.23; 322B.31, subdivision 2; 322B.35, subdivision 1; 322B.63, subdivision 1; 322B.66, by adding a subdivision; 322B.686, subdivision 2; 322B.70, subdivisions 1, 2; 322B.71, subdivision 1; 322B.72; 322B.74; 322B.75, subdivisions 2, 3; 322B.755, 0 subdivision 3; 322B.76; 322B.77, subdivisions 1, 4; 322B.80, subdivision 1 1; Minnesota Statutes 2005 Supplement, sections 302A.011, subdivision 4; 2 322B.02

Full Text available at: http://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=H3076.0.html&session=ls84

Current Bill Status:  April 6, 2006, House Version Substituted

Mississippi

SB 2592   Model Business Corporation Act; Revise

An act to enact a definition of "public corporation"; to create new section 79-4-1.43, Mississippi code of 1972, to enact a definition for "qualified director"; to clarify provisions concerning agreements among shareholders of a corporation that goes public; to revise provisions relating to dismissal of a derivative action upon motion of a corporation; to revise definitions dealing with indemnification; to revise the advancement of expenses in indemnification; to revise the determination and authorization of indemnification; to revise definitions dealing with a director's conflicts of interest; to clarify when a director's actions are not sanctionable; to clarify disclosure required of a director concerning a conflicting interest; to revise requirements necessary for shareholder approval of a director's conflicting interest transaction; to create new section 79-4-8.70, Mississippi code of 1972, to specify equitable relief available to a corporation for a director's utilization of a business opportunity; to clarify the procedure for dissolution of a nonpublic corporation; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2006/html/SB/2500-2599/SB2592SG.htm

Current Bill Status: March 15, 2006 Signed by Governor

Missouri

HB 2141 Business Addresses

Changes the laws regarding the address information Missouri companies are required to provide the Secretary of State.

Full Text available at: http://www.house.mo.gov/bills061/biltxt/intro/HB2141I.htm

Current Bill Status: April 10, 2006 referred to House Judiciary Committee

Nebraska

LB 647  LLC Bienniel Reports

A BILL FOR AN ACT relating to limited liability companies; to amend sections 21-2601 and 21-2634, Reissue Revised Statutes of Nebraska; to provide for the filing of biennial reports as prescribed; to change filing fee provisions; to harmonize provisions; and to repeal the original sections.

Full Text available at: http://www.unicam.state.ne.us/pdf/FINAL_LB647_1.pdf

Current Bill Status: March 22, 2006 Signed by Governor

New York

HB 10240 LLC and LP annual fees

Determines annual filing fees for limited liability companies and limited liability partnerships at $100 per partner or member with a maximum of $25,000; requires fees to be paid on or before March 15th.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A10240&sh=t

Current Bill Status: March 21, 2006 Amended and recommitted to Ways and Means Committee

HB 10377 Delinquent Corporations

Requires public agencies to determine whether each corporation it intends to contract with is a delinquent corporation; requires the corporation to be active, registered, and in good standing with the department of state, insofar as legally required.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A10377&sh=t

Current Bill Status: March 21, 2006 referred to Ways and Means Committee

HB 10399 Publication for LLC’s, Partnerships, NFP’s, Estates and Trusts

AN ACT to amend the limited liability company law, the partnership law, the estates, powers and trusts law and the not-for-profit corporation law, in relation to requirements for publication of notices by certain business entities

Full Text available at: http://assembly.state.ny.us/leg/?bn=A10399&sh=t

Current Bill Status: March 22, 2006 Referred to Corporations, Authorities and Commissions.

Oklahoma

SB 1556  Corporations; modifying due date for annual certificate. Effective date.

An Act relating to corporations; amending 18 O.S. 2001, Section 2055.2, which relates to annual certificate; modifying due date for annual certificate; deleting authorization to mail certain notice to certain agent; amending 54 O.S. 2001, Section 311.1, which relates to partnerships; modifying due date for annual certificate; deleting authorization to mail certain notice to certain agent; and providing an effective date.

Full Text available at:  http://www.lsb.state.ok.us/2005-06sb/sb1556_enr.rtf

Current Bill Status: April 7, 2006 Signed by Governor

Rhode Island

HB 7909 Director Indemnification and Shareholder Distributions

This act would clarify provisions relating to indemnification of directors by a business corporation and also provisions relating to distributions to shareholder of a business corporation.

Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText06/HouseText06/H7909aa.pdf

Current Bill Status:  April 10, 2006 House Corporations Committee recommends passage

SB 2936/HB 7910   Conversion to LLC

This act would provide a mechanism by which sole proprietorships can convert into a limited liability company

Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText06/SenateText06/S2936.pdf

Current Bill Status: April 5, 2006 having passed Senate, sent to House Corporations Committee

SB 2938  Director Indemnification and Shareholder Distributions

This act would clarify provisions relating to indemnification of directors by a business corporation and also provisions relating to distributions to shareholder of a business corporation.

Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText06/SenateText06/S2938.pdf

Current Bill Status: April 5, 2006 having passed Senate, sent to House Corporations Committee

Tennessee

SB 3324/HB 3413 Business Organizations

Makes a variety of changes to the "Tennessee Revised Limited Liability Company Act" and enacts the "Tennessee Revised Nonprofit Limited Liability Company Act." - Amends TCA Title 48.

Full Text available at: http://www.legislature.state.tn.us/bills/currentga/BILL/SB3324.pdf

Current Bill Status: April 5, 2006 Passed in Senate, sent to House, in Calendar and Rules Committee.

Utah

SB 84 Nonprofit Entity Amendments

This bill makes changes to Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act. This bill: defines terms; addresses the prosecution of a derivative suit by a member or director of a nonprofit corporation; requires an annual meeting be held by a nonprofit corporation unless the bylaws eliminate the requirement; describes the effect of failure to hold an annual meeting; prescribes notice requirements for an annual meeting; provides that a director or officer of a nonprofit corporation is liable for a breach of duty if the director or officer is grossly negligent; allows a nonprofit corporation to avoid indemnification of a director if the nonprofit corporation's bylaws limit indemnification;  addresses the effect of conversion of a nonprofit corporation to another form; addresses the amendment of a nonprofit corporation's bylaws; addresses the requirements for a merger of multiple entities into a domestic nonprofit corporation; allows distributions of assets upon dissolution to another nonprofit corporation or a mutual benefit corporation; requires that distribution of a nonprofit corporation's assets comply with the Internal Revenue Code; and makes technical changes.

Full Text available at: http://www.le.state.ut.us/~2006/bills/sbillenr/sb0084.pdf

Current Bill Status: March 17, 2006 Signed by Governor

SB137   Authorized Signatures, Claims against dissolved corporation

This bill makes changes to certain provisions affecting business organizations and the Division of Corporations and Commercial Code. This bill: allows a document required to be filed by a nonprofit corporation or a corporation to be signed by an attorney in fact; provides that a claim against a dissolved corporation may not be made more than seven years after the dissolution; changes the fee that may be collected by the Division of Corporations and Commercial Code for service of process upon the division under Sections 41-12a-505 and 48-2c-310; and makes technical changes.

Full Text available at: http://www.le.state.ut.us/~2006/bills/sbillenr/sb0137.pdf

Current Bill Status: March 13, 2006 Signed by Governor

Virginia

HB 538 State Corporation Commission fees

State Corporation Commission; fees. Establishes a charge of $0.50 per page for copies of records furnished by the State Corporation Commission. Currently the charge is $1 for the first two pages and $0.50 per each additional page.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+CHAP0192

Current Bill Status: March 24, 2006 Approved by Governor-Chapter 192 (effective 7/1/06)

HB 609 Professional corporations; Directors

Clarifies that if a professional corporation's board of directors is eliminated or its make-up or manner of selection is modified by agreement, only individuals or entities licensed or otherwise authorized to render such professional services shall supervise and direct the provision of the professional services rendered by the corporation. However, the supervision and direction of a professional corporation of architects, professional engineers, land surveyors or certified landscape architects may also be provided by a committee or other group comprised of individuals employed by the corporation.

Full Test available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+HB609ER

Current Bill Status: April 5, 2006 Approved by Governor-Chapter 649 (effective 7/1/06)

HB 952  Professional corporations; employee stock ownership plans

Authorizes a professional corporation to issue shares of its stock to, and authorizes its shareholders to transfer shares to, the trustees of an eligible employee stock ownership plan.  An eligible employee stock ownership plan is a plan with trustees who are licensed to render the professional service for which the corporation is organized and that prohibits an individual not licensed to render the professional service from owning, or being issued, shares in the professional corporation.  However, professional corporations rendering the services of certified public accountants, architects, engineers, land surveyors, certified landscape architects or certified interior designers may have employee stock ownership plans that permit individuals who are not duly licensed to render such service or legally authorized to use such title, as appropriate, to render these services to participate in the plan if the minimum percentages of equity interest required for stock ownership generally are satisfied.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+HB952ER

Current Bill Status: April 5, 2006 Governor: Approved by Governor-Chapter 672 (effective 7/1/06)

SB 78 Stock Corporation Act; mergers to form holding companies

Virginia Stock Corporation Act; short form mergers to form holding companies. Establishes a procedure by which a constituent corporation may merge an indirect subsidiary into itself, or merge itself into an indirect subsidiary, to form a holding company. The process may be accomplished without approval of shareholders of the constituent corporation or the directors or shareholders of the indirect subsidiary if specified conditions are met.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+CHAP0363

Current Bill Status: April 5, 2006 approved by Governor: Acts of Assembly Chapter text (CHAP0363)

SB 446 Registered agent; fee for recording name thereof.

Fee for recording name of registered agent. Increases the clerks' filing fee for appointment of a resident agent for a nonresident property owner from $1 to $10.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB546ER

Current Bill Status: April 5, 2006 Approved by Governor-Chapter 577 (effective 7/1/06)

SB 547 Limited liability companies and limited partnerships; domestication.

Establishes a procedure by which a foreign limited liability company may become a domestic limited liability company. The provisions establishing the procedure for domestication of a foreign limited liability company becomes effective on November 1, 2006. The measure also provides procedures for publishing notice of the dissolution of a limited liability company or limited partnership, and for serving a summons upon a limited liability company. The measure revises numerous provisions to update references to business entities and give limited liability companies the same rights as are provided to other forms of business entities.

Full Text available at:  http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+SB547ER

Current Bill Status: April 11, 2006 in Governor’s Office awaiting signature

SB 587 Business entities; renewal application of reservation of name.

Renewal of reservation of name. Requires that an application to renew a reservation of the name of a nonstock corporation, limited liability company, business trust, or limited partnership be filed within the 45-day period preceding the expiration of reservation.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+CHAP0505

Current Bill Status: March 31, 2006 -- Approved by Governor-Chapter 505 (effective 7/1/06)

SB 592 Open-end management investment company; board of directors to classify unissued shares into classes.

Corporations; registered investment companies. Authorizes the board of directors of an open-end management investment company to classify unissued shares into classes or into series within a class or to reclassify unissued shares of a class into one or more classes or series within one or more classes. Registered investment companies are exempted from provisions that limit the authority of a corporation's board of directors to increase or decrease the number of directors. Directors of open-end management investment companies who are not defined as an "interested person" under the Investment Company Act are deemed to be independent and disinterested when taking any action as a director. The directors of an open-end management company registered under the Investment Company Act are authorized, unless the articles of incorporation provide otherwise, to amend the articles to increase or decrease the aggregate number of shares or classes or series of shares without shareholder action.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?061+ful+CHAP0330

Current Bill Status: April 5 2006 Approved by Governor: Acts of Assembly Chapter text (CHAP0330)

Washington

SB 6531 LLC Dissolution

AN ACT Relating to preserving remedies when limited liability companies dissolve; and adding a new section to chapter 25.15 RCW.

Full Text available at: http://www.leg.wa.gov/pub/billinfo/2005-06/Pdf/Bills/Session%20Law%202006/6531.SL.pdf

Current Bill Status: March 29 2006 Signed by Governor as Chapter 325 of 2006

SB 6596 Revising the dissolution of Washington corporations.

An Act relating to the dissolution of Washington corporations; amending RCW 7.60.025, 23B.06.400, 23B.08.310, 23B.12.010, 23B.14.010, 23B.14.020, 23B.14.030, 23B.14.050, 23B.14.060, 23B.14.210, 23B.14.220, 23B.14.300, 23B.14.310, 23B.14.320, 23B.14.340, and 23B.14.400; and adding new sections to chapter 23B.14 RCW.

Full Text available at:  http://www.leg.wa.gov/pub/billinfo/2005-06/Pdf/Bills/Session%20Law%202006/6596.SL.pdf

Current Bill Status: March 14, 2006 Signed by Governor as Chapter 52, 2006 Laws effective June 7, 2006.

Wisconsin

HB 1037 Professional Accounting or Loan and Insurance Entities

An Act to renumber and amend 180.1919 (1) (b); to amend 138.056 (4) (a) 1., 138.056 (4) (a) 2., 138.09 (4) (a) (intro.), 138.09 (4) (a) 1., 138.09 (4) (a) 2., 180.1911 (1), 220.02 (3), 220.04 (10), 220.06 (1), 220.285 (1), 220.285 (2), 421.202 (intro.), (1), (2), (3), (4), (5), (6), (7) and (8) and 428.101 (3); and to create 138.056 (4) (c), 138.09 (4) (d), 138.12 (5m), 180.1919 (1) (b) 2., 220.02 (2) (g) and 220.02 (2) (h) of the statutes; relating to: shareholders of service corporations that carry on the profession of certified public accounting; authority of the Division of Banking over loan companies and insurance premium finance companies; regulation of insurance premium finance companies, mortgage bankers, loan originators, and mortgage brokers; and requirements applicable to consumer loans secured by liens on residential real estate or mobile homes.

Full Text available at: http://www.legis.state.wi.us/2005/data/AB-1037.pdf

Current Bill Status: March 27, 2006 approved by the Governor.

HB 1163 Liability of shareholders

An Act to repeal 180.0622 (2) (b); and to renumber and amend 180.0622 (2) (a) of the statutes; relating to: liability of shareholders.

Full Text available at: http://www.legis.state.wi.us/2005/data/AB-1163.pdf

Current Bill Status: April 6, 2006 in Committee on Financial Institutions

SB 496 Delinquent LLC

An Act to amend 183.09025 (4) (a) (intro.) of the statutes; relating to: administratively dissolved limited liability companies (suggested as remedial legislation by the Department of Financial Institutions).

Full Text available at: http://www.legis.state.wi.us/2005/data/SB-496.pdf

Current Bill Status: March 13, 2006 Report approved by the Governor on 3-10-2006. 2005 Wisconsin Act 132.