Federal Legislation

HB 1553
To amend the Home Owners' Loan Act to provide equitable remedies to mutual savings institutions to defend against individuals acting as a de facto corporation attempting to implement a hostile takeover of the institution, and for other purposes.

Full text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h1553ih.txt.pdf

Current Bill Status: March 17, 2009, referred to the Committee on Financial Services.


HB 1703
To require a study and comprehensive analytical report on transforming America by reforming the federal tax code through elimination of all federal taxes on individuals and corporations and replacing the federal tax code with a transaction fee-based system.

Full text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h1703ih.txt.pdf

Current Bill Status: March 25, 2009, referred to the House Committee on Ways and Means.


HB 1797
To reform certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 to make compliance with that section more efficient, with the goal of maintaining United States capital market global competitiveness.

Full text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h1797ih.txt.pdf

Current Bill Status: March 30, 2009, referred to the House Committee on Financial Services.


HB 1935
To amend the Internal Revenue Code of 1986 to provide for the treatment of partnership interests held by partners providing services.

Full text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h1935ih.txt.pdf

Current Bill Status: April 2, 2009, referred to the House Committee on Ways and Means.


SB 569
A bill to ensure that persons who form corporations in the United States disclose the beneficial owners of those corporations, in order to prevent wrongdoers from exploiting United States corporations for criminal gain, to assist law enforcement in detecting, preventing and punishing terrorism, money laundering and other misconduct involving United States corporations, and for other purposes.

Full text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:s569is.txt.pdf

Current Bill Status: March 11, 2009, referred to the Committee on Homeland Security and Governmental Affairs.



Arkansas
HB 2076
An act to amend the Nonprofit Incentive Act to specify that the nonprofit corporation be a (501)(c) Organization; to change the payroll threshold for qualification; to change the investment threshold for qualification; and for other purposes.

Full text available at: http://www.arkleg.state.ar.us/assembly/2009/R/Acts/Act795.pdf

Current Bill Status: April 3, 2009, signed by Governor as Act 795.


SB 972
An act to make technical corrections to certain Business Entity Statutes and the Model Registered Agents Act, § 4-20-101 Et Seq., concerning the establishment of designated offices and service upon a foreign entity; and for other purposes.

Full text available at: http://www.arkleg.state.ar.us/assembly/2009/R/Acts/Act814.pdf

Current Bill Status: April 3, 2009, signed by Governor as Act 814.


Florida
SB 872
Fictitious Names [CPSC]; Repeals specified provision relating to a conditional waiver by the Department of State of the requirement that an applicant to do business under a fictitious name advertise the intention to register such fictitious name in a newspaper in the county in which the principal place of business will be located. EFFECTIVE DATE: 07/01/2009.

Full text available at: http://www.flsenate.gov/data/session/2009/Senate/bills/billtext/pdf/s0872.pdf

Current Bill Status: April 16, 2009, in Judiciary Committee.



Maine
HB 884
Act regarding low-profit limited liability companies.

Full text available at: http://www.mainelegislature.org/legis/bills/bills_124th/billpdfs/HP088401.pdf

Current Bill Status: March 31, 2009, Committee on Judiciary suggested and ordered printed. The Bill was referred to the Committee on Judiciary. Sent for concurrence.


SB 203
An act to amend the laws relating to corporations, limited liability companies and limited liability partnerships.

Full text available at: http://www.mainelegislature.org/legis/bills/bills_124th/billpdfs/SP020301.pdf

Current Bill Status: April 15, 2009, passed to be enacted.


Massachusetts
HB 3965
An act providing revenue from non-profit partnerships.

Full text available at: http://www.mass.gov/legis/bills/house/186/ht03pdf/ht03965.pdf

Current Bill Status: March 20, 2009, introduced.


Nevada
SB 334
An act relating to corporations sole; providing for the elimination of the formation of new corporations sole; and providing other matters properly relating thereto. Under existing law, a corporation sole may be formed for acquiring, holding or disposing of church or religious society property, for the benefit of religion, for works of charity and for public worship. Existing law provides the procedures for forming a corporation sole, the powers of a corporation sole and the process of default, reinstatement or revocation of a charter of a corporation sole. (Chapter 84 of NRS) This bill provides that no corporation sole may be formed on or after the effective date of this bill, and no corporation sole which had its charter revoked may be reinstated on or after the effective date of this bill. However, this bill does not affect the existence of a corporation sole formed before the effective date of this bill.

Full text available at: http://leg.state.nv.us/75th2009/Bills/SB/SB334_R1.pdf

Current Bill Status: April 14, 2009, having passed the Senate sent to the Assembly and Referred to Committee on Judiciary.


SB 350
An act relating to business associations; clarifying that an attorney who is a registered agent is not required to report certain privileged information under certain circumstances; making various technical corrections to various provisions relating to business associations; revising the provisions relating to dissenters' rights; revising the provisions relating to the maintenance of certain lists by certain business associations; revising the provisions relating to the proper venue for the posting of certain notices and the filing of certain actions and for certain other purposes; establishing provisions relating to restricted limited-liability companies and restricted limited partnerships; making various other changes to the provisions relating to business associations; and providing other matters properly relating thereto.

Full text available at: http://leg.state.nv.us/75th2009/Bills/SB/SB350.pdf

Current Bill Status: March 24, 2009, in Committee on Judiciary


New York
HB 7069
Relates to political contributions made by limited liability companies. To attribute campaign contributions of limited liability companies (LLCs) to the individual members of the LLC in the same manner that partnership contributions are attributed to individual partners in current law.

Full text available at: http://assembly.state.ny.us/leg/?bn=A07069&sh=t

Current Bill Status: March 19, 2009, referred to Election Law Committee


SB 3226
Permits the incorporation of design professional service corporations (engineering, architecture, landscape architecture, land surveying, or any combination thereof) in which non-professionals may own a non-majority (less than 25 percent) of shares and hold less than 25 percent of director and officer positions; requires disclosures of identities and status of shareholders, officers, and directors.

Full text available at: http://assembly.state.ny.us/leg/?bn=S03226&sh=t

Current Bill Status: March 12, 2009, referred to Corporations, Authorities and Commissions.


SB 3678
Relates to the overall operation of non-profit entities in the state of New York.

Full text available at: http://assembly.state.ny.us/leg/?bn=S03678&sh=t

Current Bill Status: March 27, 2009, referred to Corporations, Authorities and Commissions.


SB 3698
Relates to the classification of type-C not-for-profit corporations.

Full text available at: http://assembly.state.ny.us/leg/?bn=S03698&sh=t

Current Bill Status: March 27, 2009, referred to Corporations, Authorities and Commissions.


North Carolina
HB 615
An act to amend the law governing business trusts.

Full text available at: http://www.ncga.state.nc.us/Sessions/2009/Bills/House/PDF/H615v1.pdf

Current Bill Status: March 17, 2009, referred to the Committee on Judiciary I, if favorable, Commerce, Small Business and Entrepreneurship.


HB 715
An act to require dissolved corporations and dissolved limited liability companies seeking protection from unknown claimants to publish notices in all counties where they conducted business, rather than just in the county where the company was headquartered or registered.

Full text available at: http://www.ncga.state.nc.us/Sessions/2009/Bills/House/PDF/H715v1.pdf

Current Bill Status: March 23, 2009, referred to the Committee on Commerce, Small Business and Entrepreneurship, if favorable, Judiciary II.


Texas
HB 3994
Relating to insurance agent licenses issued to certain foreign corporations and partnerships.

Full text available at: http://www.capitol.state.tx.us/tlodocs/81R/billtext/pdf/HB03994I.pdf

Current Bill Status: April 14, 2009, pending in Insurance Committee.


HB 4265
Relating to the definition of controlling interest for purposes of the franchise tax.

Full text available at: http://www.capitol.state.tx.us/tlodocs/81R/billtext/pdf/HB04265I.pdf

Current Bill Status: March 24, 2009, referred to Ways and Means Committee with a public hearing scheduled for April 20, 2009.


HB 4269
Relating to the definition of passive entity for purposes of the franchise tax.

Full text available at: http://www.capitol.state.tx.us/tlodocs/81R/billtext/pdf/HB04269I.pdf

Current Bill Status: April 15, 2009, pending in Ways and Means Committee.


HB 4515/SB 2185
Relating to contracting practices of certain large nonprofit corporations.

Full text available at: http://www.capitol.state.tx.us/tlodocs/81R/billtext/pdf/HB04515I.pdf

Current Bill Status: March 25, 2009, referred to Committee on Business and Industry.


Utah
SB 23
This bill amends the Corporate Franchise and Income Taxes chapter and the Individual Income Tax Act to address the income taxation of a pass-through entity and a taxpayer to whom income, gain, loss, deduction or credit of the pass-through entity is passed through. This bill: provides that corporate franchise and income taxes are imposed on an S corporation through the taxable year beginning on or after January 1, 2012, but beginning on or before December 31, 2012; requires the Revenue and Taxation Interim Committee to conduct a study and prescribes the scope of the study; repeals provisions governing the taxation of a limited liability company; addresses the income taxation of a taxpayer to whom income, gain, loss, deduction or credit of a pass-through entity is passed through; expands withholding requirements to provide that a pass-through entity, including a general partnership, limited partnership, limited liability partnership, limited liability company or an S corporation, is required to pay or withhold a tax on behalf of a resident or nonresident business entity or a nonresident individual; provides exceptions to the withholding requirements; provides withholding procedures; addresses return filing requirements for a pass-through entity or a taxpayer to whom income, gain, loss, deduction or credit of a pass-through entity is passed through; addresses the characterization of items of income, gain, loss, deduction or credit for purposes of state income taxation of a taxpayer to whom income, gain, loss, deduction or credit of a pass-through entity is passed through; addresses the determination of a taxpayer's share of certain additions to income, deductions from income, or adjustments to income required by state statute; addresses a refundable tax credit for a taxpayer to whom income, gain, loss, deduction or credit of a pass-through entity is passed through; and makes technical changes.

Full text available at: http://le.utah.gov/~2009/bills/sbillenr/sb0023.htm

Current Bill Status: March 25, 2009, signed into law by Governor.


SB 148
This bill modifies the Utah Revised Limited Liability Company Act to provide for low-profit limited liability companies. This bill: defines terms; addresses name requirements; creates requirements to be a low-profit limited liability company, including making a statement in the articles of organization; addresses when a low-profit limited liability company ceases to be a low-profit limited liability company; provides for conversions or mergers involving a low-profit limited liability company; and makes technical and conforming amendments.

Full text available at: http://le.utah.gov/~2009/bills/sbillenr/sb0148.htm

Current Bill Status: March 23, 2009, signed into law by Governor.


HB 192
This bill modifies provisions related to business entities to address corporations and nonprofit corporations. This bill: modifies definitions; addresses voting by boards of directors of nonprofit corporations; addresses liability of directors of nonprofit corporations; establishes the effect of conversions between corporations and nonprofit corporations; addresses authorized distributions; addresses conversions between limited liability companies and nonprofit corporations; addresses affect of administrative dissolutions of nonprofit corporations, corporations and limited liability companies; modifies signature requirement for annual reports of limited liability companies; and makes technical changes.

Full text available at: http://le.utah.gov/~2009/bills/sbillenr/sb0192.htm

Current Bill Status: March 30, 2009, signed into law by Governor.


Vermont
HB 339
This bill proposes to provide an alternative to Vermont's traditional business corporate code, to be called the Catamount Corporate Code, which protects the rights of shareholders in publicly traded corporations and restricts the adoption of supermajority and poison pill provisions.

Full text available at: http://www.leg.state.vt.us/docs/2010/bills/Intro/H-339.pdf

Current Bill Status: March 17, 2009, read for the first time and referred to the Committee on Commerce and Economic Development.


Virginia
HB 2445
Stock and nonstock corporations. Conforms provisions of the Stock and Nonstock Corporation Acts regarding names, mergers and terminations with similar provisions applicable to other business entity forms, and makes technical amendments. An uncodified provision enacted in 1946, that prohibits the use of the word "redevelopment" in a corporate name that is not organized as an urban redevelopment corporation is set out. Other provisions (i) allow the filing of a foreign instrument of entity conversion to be filed without payment of a qualified foreign corporation's annual registration fee on or before the due date, similar to the treatment afforded to a Virginia corporation that converts to a Virginia limited liability company; (ii) provide an exception to the requirement that a plan of merger, which is subject to an amendment, include certain provisions to protect shareholders when the plan of merger provides that the approval of all of the shareholders is required for the plan's amendment; (iii) require articles of merger to include a statement that the plan of merger was adopted by the directors if shareholder approval is not required and provide that the articles are to include the date the plan was adopted by the corporation, regardless of the method of adoption; (iv) relocate § 13.1-893.1 from Article 10 to Article 11 of the Nonstock Corporation Act; and (v) conform provisions of the Water and Waste Authorities Act to the corporate law provisions regarding the termination of corporate existence.

Full text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+CHAP0216

Current Bill Status: March 27, 2009, approved by Governor as Acts of Assembly Chapter 216.


SB 1328
Limited liability partnerships; cancellation of status. Provides for the cancellation, rather than the revocation, of registered limited liability partnership status. The revision conforms these provisions to those applicable to other business entities. The measure also (i) provides for the automatic cancellation of status of a domestic or foreign partnership if its registered agent resigns and a replacement is not timely appointed; (ii) requires a written application for restoration of status as a registered limited liability partnership; and (iii) makes technical changes.

Full text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?091+ful+SB1328ER

Current Bill Status: March 30, 2009, approved by Governor as Chapter 716 and effective July 1, 2009.


West Virginia

HB 3194
A bill to amend and reenact §31B-2-205 of the Code of West Virginia, 1931, as amended, relating to creating criminal penalties for knowingly filing materially false information on behalf of a limited liability company or knowingly signing a document on behalf of a limited liability company without the appropriate authorization with the Secretary of State.

Full text available at: http://www.legis.state.wv.us/Bulletin_Board/Bulletin_Board_menu.cfm

Current Bill Status: April 10, 2009, passed by House and Senate and awaiting Governor's signature.


SB 677
Requiring certain corporations provide member's and manager's names upon request. ** A bill to amend the Code of West Virginia, 1931, as amended, by adding thereto a new section, designated §31B-3-303a; to amend said code by adding thereto a new section, designated §31D-8- 860a; to amend said code by adding thereto a new section, designated §31E-8-813; and to amend said code by adding thereto a new section, designated §47B-3-3a, all relating to requiring any partnership, limited liability company, nonprofit corporation or business corporation conducting business in this state and receiving funds from this state to provide, upon request of any citizen and without charge, the names of its partners, board of directors or whoever is vested with the management of the affairs of the particular entity by whatever name they may be called and the names of the partners, board of directors or whoever is vested with the management of the affairs of the particular entity by whatever name they may be called of its parent organization, if any, as is applicable to the particular entity; and cessation of funding for failure to comply.

Full text available at: http://www.legis.state.wv.us/Bill_Status/bills_text.cfm?billdoc=SB677%20SUB1.htm&yr=2009&sesstype=RS&i=677

Current Bill Status: April 1, 2009, removed from calendar by Rules Committee.