NRAI Compliance Updates - April 2008

Sincerely,

Robert K. Rowell
General Counsel


New, Pending and Passed Legislation


Alabama

HB 751

Investment partnerships and limited liability companies, income tax, exemptions, Secs. 40-18-24.2, 40-18-24.3 added; Sec. 40-18-24.1 repealed. This bill would modify existing law with respect to various forms of partnerships and limited liability companies to require the filing of a composite income tax return with the Alabama Department of Revenue on behalf of certain nonresident partners or members and remittance of Alabama income tax at the highest tax rate applicable to those nonresident owners. Exemptions from this requirement are provided for "qualified investment partnerships" and publicly traded partnerships as defined by IRC Section 7704(b), as well as for certain small distributions or if the Alabama Department of Revenue issues a regulation or ruling that exempts a particular nonresident owner or class of nonresident owners from the composite return filing requirement. 

Full Text available at: http://alisondb.legislature.state.al.us/acas/ViewBillsStatusACASLogin.asp?BillNumber=hb751

Current Bill Status: March 25, 2008 Read for the first time and referred to the House of Representatives committee on Education Appropriations.

HB 762

Investment partnerships and limited liability companies, income tax, exemptions, Secs. 40-18-24.2, 40-18-24.3 added; Sec. 40-18-24.1 repealed. This bill would modify existing law with respect to various forms of partnerships and limited liability companies to require the filing of a composite income tax return with the Alabama Department of Revenue on behalf of certain nonresident partners or members and remittance of Alabama income tax at the highest tax rate applicable to those nonresident owners. Exemptions from this requirement are provided for "qualified investment partnerships" and publicly traded partnerships as defined by IRC Section 7704(b), as well as for certain small distributions or if the Alabama Department of Revenue issues a regulation or ruling that exempts a particular nonresident owner or class of nonresident owners from the composite return filing requirement. 

Full Text available at: http://alisondb.legislature.state.al.us/acas/ViewBillsStatusACASLogin.asp?BillNumber=hb762

Current Bill Status: March 27, 2008 Read for the first time and referred to the House of Representatives committee on Education Appropriations.

HB 808

Business and Nonprofit Entities Code, general provisions, business corporations, nonprofit corporations, professional corporations, limited liability companies, general partnerships, limited partnerships, real estate investment trusts, employee cooperative corporations, business trusts, unincorporated nonprofit associations, special purpose entities, powers, duties, rights of corporations, Title 10A added; numerous sections in Title 10 amended and renumbered; numerous sections in Title 10 repealed.

Full Text available at: http://alisondb.legislature.state.al.us/acas/ViewBillsStatusACASLogin.asp?BillNumber=hb808

Current Bill Status: April 3, 2008 Read for the first time and referred to the House of Representatives committee on Commerce.


Connecticut

SB 440

To update statutes concerning business corporations to reflect recent changes in the Model Business Corporation Act and to keep Connecticut statutes current with corporate statutes in other states. 

Full Text available at: http://www.cga.ct.gov/2008/TOB/S/2008SB-00440-R00-SB.htm

Current Bill Status: April 16, 2008 Favorable Report, Tabled for the Calendar.


Florida

HB 419/SB 698 

Corporations; Revises provisions relating to articles of mergers and certificates of conversion for domestic corporations, limited liability corporations, not for profit corporations, and partnerships. Includes a corporation within the definition of "other business entity" or "another business entity" as it relates to limited liability companies. Provides that the expulsion of a limited partner requires the consent of all the other limited partners, etc. Proposed effective date of July 1, 2008. 

Full Text available at: LINK

Current Bill Status: April 15, 2008 in Transportation and Economic Development Appropriations Committee


Hawaii

SB 3006

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

Full Text available at: http://www.capitol.hawaii.gov/session2008/Bills/SB3006_HD2_.htm

Current Bill Status: April 15, 2008 sent to Governor.

HB 3085

Clarifies the law relating to registration and protection of trademarks and names and clarifies how similar trade names are resolved. 

Full Text available at: http://www.capitol.hawaii.gov/session2008/Bills/HB3085_SD1_.htm

Current Bill Status: April 14, 2008 the House and Senate are forming a Committee to meet on disagreements in Bill Versions.


Kentucky

HB 258

An Act relating to corporation income tax and limited liability entity tax. Create a new section of KRS Chapter 141 to provide that the net gain from treasury function transactions be included in the sales factor of the corporation apportionment formula; make conforming amendments to other sections of KRS Chapter 141; apply to taxable periods beginning after December 31, 2007. 

Full Text available at: http://www.lrc.ky.gov/record/08RS/HB258/bill.doc

Current Bill Status: April 9, 2008 signed by Governor (Acts Ch. 18).


Louisiana

SB 10

Tax/Franchise/Corporate: Accelerates the phase-out of corporate franchise tax on "borrowed capital" by one year, by excluding all "borrowed capital" from "taxable capital" for tax years beginning in 2011 (instead of 2012) and thereafter.

Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=462404

Current Bill Status: March 31, 2008 Introduced in the Senate, rules suspended, read first and second time by title and referred to the committee on Local and Municipal Affairs.

SB 150

Provides for the formation and regulation of domestic captive insurers. An Act to enact Part XIV-A of Chapter 2 of Title 22 of the Louisiana Revised Statutes of 1950, to be composed of R.S. 22:2090.1 through 2090.26, relative to domestic captive insurance companies; to provide for definitions; to provide for applicability of other provisions; to provide for powers of the commissioner of insurance, including the authority to adopt reasonable regulations; to provide for incorporation and application for a certificate of authority; to provide for financial examinations; to provide for capital and surplus requirements; to provide for suspension or revocation of certificate of authority; to provide for authorized and prohibited lines of insurance; to provide for restrictions on captive insurers operations; to provide for filing of rates and forms; and to provide for related matters. 

Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=477505

Current Bill Status: April 16, 2008 Received in the House from the Senate, read by title, lies over under the rules.

SB 377

Provides for fees charged by the secretary of state. An Act to amend and reenact R.S. 9:3432(C), R.S. 12:23(G)(2)(b), 205.1(B), 316, and 419(A), R.S. 14:325(A), and R.S. 51:214(D) and (E), 216(A)(1), and 217(B), and to repeal R.S. 9:2447 and 3410 and R.S. 12:171, 263, 469, and 1364, relative to fees charged by the secretary of state; and to provide for related matters. 

Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=472043

Current Bill Status: March 31, 2008 Introduced in the Senate, rules suspended, read first and second time by title and referred to the committee on Commerce, Consumer Protection and International Affairs.

SB 416

Enacts the Uniform Unincorporated Association Act. An Act to amend and reenact Chapter 5 of Title 12 of the Louisiana Revised Statutes of 1950, to be comprised of R.S. 12:501 through 520, and to repeal Chapter 1 of Code Title X of Code Book I of the Civil Code, relative to unincorporated associations; to define certain terms; to provide that unincorporated associations can acquire, encumber, and transfer interests in movable and immovable property; to provide that statements of authority be filed where an unincorporated association transfers immovable property; to limit the liability of members of an unincorporated association in contract and in tort; to provide that unincorporated associations have capacity to sue and be sued; to provide for the disposition of property of an inactive unincorporated association; to provide a procedure for the appointment of an agent for service of process of an unincorporated association; to provide a procedure for the involuntary dissolution of an unincorporated association; and to provide for related matters. 

Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=472294

Current Bill Status: March 31, 2008 Introduced in the Senate, rules suspended, read first and second time by title and referred to the committee on Judiciary.


Maine

SB 636

An Act To Limit the Compensation of Officers and Directors of Nonprofit Corporations.

Full Text available at: http://www.mainelegislature.org/legis/bills/billtexts/LD179201.asp

Current Bill Status: April 9, 2008 passed to be enacted text at http://www.mainelegislature.org/legis/bills/chapters/PUBLIC624.asp


Maryland

HB 728/SB 556

Corporations - Objecting Stockholders - Right to Fair Value of Stock. Altering the circumstances under which a stockholder of a Maryland corporation who objects to specified transactions may demand and receive the fair value of the stockholder's stock; authorizing a stockholder to demand the fair value of stock listed on a national securities exchange under specified circumstances; altering the definition of "beneficial owner" under the Maryland Business Combination Act to exclude, under specified circumstances, a person that holds a revocable proxy from a stockholder; etc. 

Full Text available at: http://mlis.state.md.us/2008rs/bills/sb/sb0556e.pdf

Current Bill Status: March 31, 2008 Senate Concur - House Amendment 
Third Reading Passed.


Michigan

SB 1233

The bill would amend Article 24 (Residential Builders) of the Occupational Code to specify a deadline for a licensure requirement concerning qualifying officers. 

Under Article 24, if a corporation, partnership, association, limited liability company, or other entity applies for a license, the applicant must designate one of its officers, partners, members, or managing agent as a qualifying officer who, upon taking and passing the licensure examination and meeting all other requirements of Article 24, is entitled to a license to act for the corporation, partnership, association, limited liability company, or other entity. The qualifying officer also must obtain and maintain a license under Article 24 as an individual. The bill would require that a qualifying officer obtain and maintain an individual license by June 1, 2011.

Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/billintroduced/Senate/htm/2008-SIB-1233.htm

Current Bill Status: March 25, 2008 referred to Committee on Economic Development and Regulatory Reform 


Minnesota

HB 4162

Partnership return, and refund claim time filing extended. A bill for an act relating to taxation; modifying penalties; extending the time to file certain partnership returns; extending the time for filing certain refund claims.

Full Text available at: https://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=H4162.0.html&session=ls85

Current Bill Status: April 4, 2008 introduced and referred to Committee on Taxation.


Nebraska

LR 309

Interim study to determine whether Nebraska should enact the Uniform Limited Partnership Act. 

Full Text available at: http://uniweb.legislature.ne.gov/FloorDocs/Current/PDF/Intro/LR309.pdf

Current Bill Status: April 15, 2008 Referred to Banking, Commerce and Insurance Committee.


New York

SB 7350

Provides that by-laws may provide the manner by which directors are elected.

Full Text available at: http://assembly.state.ny.us/leg/?bn=S07350&sh=t

Current Bill Status: April 2, 2008 referred to Corporations, Authorities and Commissions.


Ohio

HB 332

Adopt the Uniform Partnership Act to be known as the "Ohio Uniform Partnership Act”.

Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_332

Current Bill Status: April 9, 2008 Committee report from Senate Judiciary Civil Justice.


Utah

HB 99

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

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

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

SB 69

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

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

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

SB 88

This bill enacts Title 16, Chapter 16, Uniform Model Registered Agents Act, and makes conforming amendments. This bill: defines terms; . provides for the manner of a business's appointment, change, and termination of a registered agent; addresses service of process on a business entity with a registered agent; provides a venue for certain actions concerning a company with or without a registered agent; provides duties for a registered agent; addresses the effect of other laws; specifically provides that Title 16, Chapter 16, Uniform Model Registered Agents Act, does not have retrospective effect; makes conforming amendments to other business entity provisions, including concerning: registered agents, registered offices, designated offices, and principal offices; and time limits for which a business entity may be without a registered agent; and makes technical changes. 

Full Text available at: http://le.utah.gov/~2008/bills/sbillenr/sb0088.htm

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


Virginia

HB 780

Revised Uniform Limited Partnership Act. Reorganizes provisions of the Revised Uniform Limited Partnership Act regarding the winding up, cancellation, and reinstatement of limited partnerships. The revisions to the structure of the Act conform to the organization of the Virginia Stock and Nonstock Corporation Acts. Other provisions authorize the removal of the initial registered office and registered agent information in the certificate of limited partnership if a statement of change is on file with the Commission and make technical clarifications. 

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+CHAP0586

Current Bill Status: March 18, 2008 Signed by Governor: Acts of Assembly Chapter text (CHAP0586).

HB 918

Corporations and professional limited liability companies; conforms provisions that govern mergers. Professional corporations; professional limited liability companies. Conforms the substantive provisions that govern mergers and consolidations of professional corporations and professional limited liability companies. The measure also (i) provides a credit toward the entrance fee that is due from a foreign stock or nonstock corporation applying for a certificate of authority if it was previously a Virginia corporation; (ii) authorizes the issuance of a certificate of correction to a Virginia stock or nonstock corporation upon the filing of articles of correction that were received within 30 days of the effective date of the articles being corrected; and (iii) makes technical amendments.

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+CHAP0509

Current Bill Status: March 17, 2008 Signed by Governor: Acts of Assembly Chapter text (CHAP0509).

HB 1490

Foreign business entities; must register with State and State Corporation Commission. Foreign business entities; failure to register. Bars the successor to a foreign limited liability company, business trust or limited partnership that transacted business in the Commonwealth without registering in the Commonwealth, and the assignee of a cause of action arising out of that business, from maintaining a proceeding based on that cause of action in any court until the foreign business entity or its successor has registered with the State Corporation Commission. Similar prohibitions currently exist with respect to foreign stock and nonstock corporations. 

Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+CHAP0523

Current Bill Status: March 17, 2008 Signed by Governor: Acts of Assembly Chapter text (CHAP0523).


West Virginia

HB 4421

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

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

Current Bill Status: March 27, 2008 approved by Governor as Chapter 212, Acts, 2008.


Wisconsin

HB 615

Service on foreign corporations (suggested as remedial legislation by the Office of the Secretary of State).

Full Text available at: http://www.legis.state.wi.us/2007/data/AB-615.pdf

Current Bill Status: March 21, 2008 Report approved by the Governor as Wisconsin Act 156.

SB 391

An Act to renumber 183.0906 (intro.); and to create 183.0906 (2m) and 183.0906 (3m) of the statutes; relating to: revoking the voluntary dissolution of a limited liability company (suggested as remedial legislation by the Department of Financial Institutions).

Full Text available at: http://www.legis.state.wi.us/2007/data/SB-391.pdf

Current Bill Status: March 21, 2008 Report approved by the Governor as Wisconsin Act 133.






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