NRAI Compliance Updates

NRAI Compliance Updates - May, 2004

Greetings,

State legislatures and courts have been very active. We attempt to glean the material we deem to be of most interest to you in your daily practice. However, with the sheer amount of material we synthesize, it must be edited in order to keep our newsletter to a reasonable length. Even so, we believe we are providing you with enough information to help you stay current.

Court Cases

The Ninth Circuit U.S. Court of Appeals has agreed to rehear the case Gator.com Corp vs. L. L. Bean, Inc. 341 F. 3d 1072. The original decision of U.S. Magistrate Judge Maria-Elena James was that L. L. Bean could not be sued in California. Her decision was reversed by the Court of Appeals which allowed jurisdiction even though L. L. Bean had no stores or offices in the state.

This is a developing area of law that will affect numerous companies, e-retailers, and state sales tax policies.

Newly Pending or Passed Legislation

Federal Legislation

House Bill 2179

To enhance the authority of the Securities and Exchange Commission to investigate, punish, and deter securities laws violations, and to improve its ability to return funds to defrauded investors, and for other purposes.

Full Text available at: http://thomas.loc.gov/ by searching for bill number HB2179

Bill History:

5/21/2003: Referred to the House Committee on Financial Services.

6/9/2003: Referred to the Subcommittee on Capital Markets, Insurance and Government Sponsored Enterprises.

7/10/2003: Subcommittee Consideration and Mark-up Session Held.

7/10/2003: Forwarded by Subcommittee to Full Committee (Amended) by Voice Vote.

2/25/2004: Committee Consideration and Mark-up Session Held.

2/25/2004: Ordered to be Reported (Amended) by Voice Vote.

4/27/2004 8:50pm: Reported (Amended) by the Committee on 108-475, Part I.

4/27/2004: Referred sequentially to the House Committee on the Judiciary for a period ending not later than June 1, 2004 for consideration of such provisions of the bill and amendment as fall within the jurisdiction of that committee pursuant to clause 1(k), rule X.

Alabama

House Bill 582

Business Corporation Shareholder Voting Modernization Act, corporations, voting by shareholders, use of electronic transmission over the Internet to appoint proxies authorized, Secs. 10-2B-1.40, 10-2B-7.22, 10-2B-7.24 am'd. Under existing law, shares of a corporation may be voted by a shareholder in person or by proxy appointed by signing an appointment either personally or by the shareholder's attorney-in-fact. This bill would amend Section 10-2B-1.40, Code of Alabama 1975, to define electronic transmission for purposes of the Alabama Business Corporation Act. This bill would also amend Section shareholders to appoint proxies electronically, including by submission through the internet. Also, under existing law, if the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. This bill would amend Section 10-2B-7.24, Code of Alabama 1975, to allow corporations to accept votes electronically, including by submission through the internet.

Full Text available at: http://alisdb.legislature.state.al.us/acas/ACASLogin.asp by searching for HB582

Bill History: 5/5/04 Indefinitely postponed

Arizona

House Bill 2176

An act amending sections 10-122, 10-1623, 29-604, 29-605, 29-632, 29-634, 29-635, 29-786, 29-802, 29-807 and 29-851, Arizona revised statutes; amending title 29, chapter 4, article 1, Arizona revised statutes, by adding section 29-605.01; repealing sections 29-804 and 29-805, Arizona revised statutes; amending title 29, chapter 4, article 9, Arizona revised statutes, by adding new sections 29-804 and 29-805; amending title 29, chapter 4, article 11, Arizona revised statutes, by adding section 29-841.01; relating to the Arizona corporation commission.

Bill History: Signed into law by Governor 4/19/04 as Chapter 113

California

House Joint Resolution 79

Relating to corporate elections. This measure would urge the United States Securities and Exchange Commission to implement its proposed shareholder participation rules in order to answer the call for badly needed reform, to improve corporate accountability, to restore investor confidence, and to provide shareholders with increased access to proxy to promote greater board oversight of corporate operations and responsiveness to shareholder concerns

Full text available at http://www.leginfo.ca.gov/pub/bill/asm/ab_0051-0100/ajr_79_bill_20040412_introduced.html

History: Introduced 4/12/04, 4/13/04 received from printer

House Assembly Bill 2167

This bill would authorize a person who purchases a security from or sells a security to a broker-dealer without a certificate to bring an action for rescission of the sale or purchase, or for specified damages, and would authorize the court to award reasonable attorneys' fees and costs to a plaintiff.

Full Text available at: http://www.assembly.ca.gov/acs/acsframeset2text.htm by searching for Bill 2167

Bill History:
May 6 Read second time. To Consent Calendar.
May 5 From committee: Do pass. To Consent Calendar. (May 4).
Apr. 20 In committee: Hearing postponed by committee.
Apr. 14 Re-referred to Com. on JUD.
Apr. 13 Read second time and amended.
Apr. 12 From committee: Amend, do pass as amended, and re-refer to Com. on
JUD. (Ayes 11. Noes 0.) (March 31).
Mar. 25 Re-referred to Com. on B. & F. and then be re-referred to Com. on
JUD. by unanimous consent.
Mar. 18 Referred to Coms. on JUD. and B. & F.
Feb. 19 From printer. May be heard in committee March 20.
Feb. 18 Read first time. To print.

House Assembly Bill 2282 Dissenters' Rights

Existing law provides that a shareholder of a corporation who has a right to demand payment of cash for the shares held by the shareholder does not have the right to attack the validity of any reorganization or short-form merger of the corporation in court, except as specifically provided.

This bill would extend this same prohibition to a shareholder who holds shares that are either listed on any national securities exchange certified by the Commissioner of Corporations or on the National Market System of the NASDAQ Stock Market.

Full Text available at: http://www.assembly.ca.gov/acs/acsframeset2text.htm by searching for Bill 2282

Bill History:

May 3 In committee: Set, first hearing. Hearing canceled at the request of author.
Apr. 13 Re-referred to Com. on B. & F.
Apr. 12 Referred to Com. on B. & F. From committee chair, with author's
amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended.
Feb. 20 From printer. May be heard in committee March 21.
Feb. 19 Read first time. To print.

Colorado

HJR 1060

To designate May 4 of each year Paralegal Day

Full text available at: LINK

History: 4/14/04 Third Reading laid over.

House Bill 1448

Amends State Trade Name Registration. Repeals part 3 of article 35 of title 24, Colorado Revised Statutes, effective May 30, 2006, relating to the registration of trade names with the department of revenue by entities other than those that file with the secretary of state. Repeals and reenacts article 71 of title 7, Colorado Revised Statutes, effective May 30, 2006, to provide for a single registry for trade names maintained by the secretary of state. Facilitates the transfer of department of revenue trade name records to the secretary of state and specifies the disposition of fees collected by the department of revenue for trade name registrations and related documents. Specifies that all persons except nonprofit entities transacting business under a name other than the true name of the person, and all general partnerships transacting business under a name other than the true name of each general partner, must have an effective statement of trade name on file in the records of the secretary of state. Eliminates the requirement that trade names on file in the records of the secretary of state be distinguishable on the record from trademarks, entity names, and other trade names. Establishes legal consequences and penalties for not having an effective statement of trade name on file. Specifies the contents, legal effect, effectiveness, and procedures for the withdrawal and renewal of a statement of trade name. Allows nonprofit entities to file statements of trade name. Allows trade name affidavits to be recorded with county clerks and recorders and specifies the legal effect of recording. Addresses the effectiveness of statements of trade name filed prior to the effective date of the bill. Makes conforming amendments.

Full Text available at: LINK

Warning, slow download.

Bill History:

04/20/2004 Introduced In House - Assigned to Business Affairs & Labor + Appropriations
04/27/2004 House Committee on Business Affairs & Labor Pass Amended to House Committee of the Whole
04/27/2004 House Second Reading Special Order - Referred w/Amend. to Appropriations
04/28/2004 House Committee on Appropriations Pass Unamended to House Committee of the Whole
04/28/2004 House Second Reading Special Order - Passed with Amendments
04/29/2004 House Third Reading Passed
04/29/2004 Introduced In Senate - Assigned to Business Affairs & Labor + Appropriations
05/03/2004 Senate Committee on Business Affairs & Labor Refer Unamended to Appropriations
05/04/2004 Senate Committee on Appropriations Pass Unamended to Senate Committee of the Whole
05/04/2004 Senate Second Reading Special Order - Passed
05/05/2004 Senate Third Reading Passed

Connecticut

An act concerning certain business organization mergers and dissolution of certain nonstock corporations. To provide that one or more domestic corporations may merge with one or more domestic or foreign corporations or other entities, to specify certain provisions to be set forth in a certificate of dissolution in the case of a nonstock corporation without members or with members who are not entitled to vote on the dissolution, to provide that one or more domestic limited partnerships may merge with one or more domestic or foreign limited partnerships and to provide that one or more limited liability companies may merge or consolidate with one or more domestic or foreign limited liability companies.

Full Text available at: ftp://159.247.160.79/billstatus/s/SB-0556.htm

Bill History: Signed into law by Governor on 5/10/04 and effective upon passage.

Delaware

Senate Bill 273

An act to amend title 6 of the Delaware code relating to the creation, regulation, operation and dissolution of domestic limited partnerships and the registration and regulation of foreign limited partnerships.

Full Text available at: LINK and search for Senate Bill 273

Bill History: Introduced and referred to Senate Judiciary Committee on 5/4/04

Senate Bill 274

An act to amend title 6 of the Delaware code relating to the creation, regulation,
operation and dissolution of domestic partnerships and the registration and regulation of
foreign limited liability partnerships.

Full Text available at: LINK and search for Senate Bill 274

Bill History: Introduced and referred to Senate Judiciary Committee on 5/4/04

Iowa

Senate Bill 2274

A bill for an act relating to the revised Iowa nonprofit corporation Act and providing penalties and effective and applicability dates. {Formerly SSB 3144.} Effective 7-1-04

Full Text available at: http://www.lsb.state.ok.us/

Bill History: Signed into law by Governor 4/8/04

Louisiana

House Bill 1575

Authorizes Department of Revenue to assess court costs in officer liability actions.

Full text available at:
http://www.legis.state.la.us/leg_docs/04RS/CVT4/OUT/0000LE85.PDF

Maine

House Bill 1289

An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limited
Liability Companies and Limited Liability Partnerships.

Full Text available at: LINK

Bill History:
4/14/04 Signed into law by Governor as Chapter 631 to become effective 7/1/04

Maryland

Senate Bill 70

District Court - Small Claim Action - Member or Employee of Limited Liability Company. Exempting a member or an employee of a limited liability company appearing on behalf of the company in a small claim action in the District Court from the requirement of admission to the Bar of Maryland and other specified requirements

Full Text available at: http://mlis.state.md.us/2004rs/bills/sb/sb0070t.rtf

Bill History: Signed into law by Governor 4/27/04 as Chapter 89

Massachusetts

House Bill 642

Relating to taxation of corporations. Exempts newly formed domestic corporations from payment of the corporate excise tax for the first three years of operation.

Full text available at: http://www.state.ma.us/legis/bills/house/ht00642.htm

History:
Introduced 12/4/02, On house calendar 4/13/04

Minnesota

Senate Bill 1803 and House Bill 1824

A bill for an act relating to business organizations; enacting and modifying the Uniform Limited Partnership Act of 2001; providing transitional provisions; making conforming changes; regulating the organization, structure, and governance of business corporations, nonprofit corporations, and limited liability companies; appropriating money; amending Minnesota Statutes 2002, sections 5.25, subdivision 1; 302A.011, subdivisions 21, 31, 49, 51, by adding subdivisions; 302A.111, subdivision 2; 302A.115, subdivision 1; 302A.137; 302A.215; 302A.231, subdivisions 4, 6; 302A.401, subdivision 3;

Full Text available at: LINK

Bill History: Passed in House on 5/10/04

Mississippi

Senate Bill 2504

An act to create the uniform partnership act (1997); to enact definitions for the act; to specifically define knowledge and notice; to make provision concerning the effect of a partnership agreement and nonwaivable provisions therein; to provide for supplemental law; to enact provisions concerning the execution, filing and recording of statements; to make provision as to what law governs a partnership agreement; to provide that partnerships governed by the act are subject to subsequent amendment or repeal of the act; to enact certain provisions concerning the nature and formation of a partnership and when property belongs to a partnership; to make certain provisions concerning the relationship of partners to persons dealing with a partnership, the transfer of partnership property, exercise of partnership authority, the partnership's liability for a partner's conduct, a partner's liability and actions by and against partnerships; to enact provisions to govern the relations of partners to each other and to the partnership, including a partner's rights and standards of conduct and the term of continuation of a partnership; to enact provisions concerning transferees and creditors of a partner and transferability of a partnership interest; to provide what events cause a partner's dissociation and the effect thereof; to provide for the purchase of a dissociated partner's interest and the rights and duties of a dissociated partner; to provide for the winding up of partnership business.

Full Text available at:
http://www.state.ms.us/frameset.jsp?URL=http://www.ls.state.ms.us/ by searching under bills sponsored by Senator Charles Ross

Bill History: Signed into law by Governor on 4/29/04 effective 1/1/07

House Bill 972

Business Corporation Act; technical revisions: an act to revise the Mississippi business corporation act; to amend section 79-4-1.20, Mississippi code of 1972, to revise filing requirements for documents; to amend section 79-4-1.40, Mississippi code of 1972, to revise definitions for the act; to amend section 79-4-2.02, Mississippi code of 1972, to revise requirements for articles of incorporation; to amend sections 79-4-6.01 and 79-4-6.02, Mississippi code of 1972, to revise authorization, classes and series of shares; to repeal section 79-4-6.24, Mississippi code of 1972, which sets forth provisions relating to the issuance of rights, options and warrants; to amend section 79-4-10.05, Mississippi code of 1972, to correct internal references for amendment of the articles of incorporation by the board of directors; to amend section 79-4-10.06, Mississippi code of 1972, to revise provisions relating to amendment of the articles of incorporation; to amend section 79-4-11.02, Mississippi code of 1972, as amended by house bill no. 1517, 2004 regular session, to revise the provisions concerning dependent terms in a plan of merger; to amend section 79-4-11.03, Mississippi code of 1972, to revise the provisions concerning dependent terms in a plan of share exchange; to amend section 79-4-14.07, Mississippi code of 1972, to correct internal references; to repeal section 79-4-15.20, Mississippi code of 1972, which sets forth provisions relating to the withdrawal of foreign corporations; to amend section 79-4-16.01, Mississippi code of 1972, to revise provisions regarding corporate records; to amend section 79-4-16.20, Mississippi code of 1972, to clarify that annual financial statements may be delivered by methods other than mail; and for related purposes.

Bill History: Signed into law by Governor 5/4/04, effective 7/1/04

New York

Senate Bill 7078

Amd S210, rpld subs 3, 4, 5, 7 & 8, add SS210-a & 210-b, Tax law relates to allocation of entire net income of corporations which are classified as part of a unitary business; institutes combined reporting to tax the total amount of income of a corporation in New York; provides allocation formula.

Full Text available at: http://assembly.state.ny.us/leg/?bn=S07078&sh=t

Bill History:
4/19/04 Referred to investigations and government operations

Senate Bill 4216

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=S04216&sh=t

Bill History:
04/11/2003 referred to investigations and government operations
01/07/2004 referred to investigations and government operations
04/27/2004 1st report cal.858
04/28/2004 2nd report cal.
05/03/2004 advanced to third reading

Oklahoma

Senate Bill 1511

An Act relating to corporations; amending 18 O.S. 2001, Sections 866, 1006, 1007, 1013, 1022, 1025, 1027, 1038, 1039, 1057, 1060, 1063, 1064, 1065, 1068, 1070, 1073, 1080, 1081, 1082, 1083, 1084, 1085, 1086, 1090.2, 1090.3, 1090.5, 1091, 1119, 1120, 1131, 2004, 2005, 2006, 2007, 2010, 2012.1, 2013, 2017, 2018, 2020, 2023, 2025, 2033, 2034, 2036, 2037, 2040, 2049, 2054, 2054.1 and 2054.2, which relate to nonprofit corporations, certificate of incorporation, registered agent, bylaws, resident agent, board of directors, stock options and certificates, voting rights, inspection of books and records, vacancies and election of directorships, consent of shareholders, restated certificate of incorporation, merger or consolidation, business combinations, conversion, appraisal rights, revocation of voluntary dissolution, renewal, revival, extension and restoration of certificate of incorporation, additional requirements, articles of organization, limitation of liability of member or manager, management of company; managers, voting rights, member contributions, allocation of profits and losses, assignment of membership interest, withdrawal of member, judgment creditors, dissolution, distribution of assets, foreign limited liability company, merger or consolidation and conversion; adding federal law reference for tax-exempt status; modifying information required on certificate of incorporation; adding requirement for filing of certain instrument; deleting option to confer certain power; adding certain partnership pertaining to registered agents; allowing Secretary of State to establish filing date under certain circumstances; defining term; requiring specified endorsement on certain affidavit; stating exception; allowing certain entity to serve as registered agent; modifying procedure for change of address of certain entity; updating statutory references; clarifying language; clarifying eligibility for board of directors for certain entity; allowing board to create certain committee; allowing corporation to submit certain matter to vote; requiring inclusion of certain information in certificate of incorporation; allowing board to authorize certain acts by officers; prohibiting corporation to issue certain certificate; modifying reference; stating applicability of certain provisions; allowing electronic submission of certain ballot; disallowing examination of certain material by certain shareholders; modifying definitions; permitting copying from certain material under specified circumstances; stating burden of proof for certain determination; expanding jurisdiction of district court to determine validity of certain actions; including specified party eligible to take certain action; stating effective notice; establishing procedure to object to certain notice; allowing omission of certain information from specified certificate; modifying information to be included in certain agreement; modifying conditions for certain merger without specified vote; clarifying standing of certain shareholder; requiring statement of cancellation of shares under certain circumstances; modifying certain exceptions; prohibiting amendment of certain bylaw; requiring filing of certain certificate under certain circumstances; clarifying certain filing requirements; modifying perfection of certain appraisal rights; defining term; stating applicability of certain provisions; modifying requirements for filing notice of certain action; stating effect of certain business formation; requiring inclusion of certain information in articles of organization; specifying manner of execution of certain articles; establishing effective date of certain matters; allowing publication of certain list; authorizing managers of limited liability companies to exercise certain powers; stating permissible matters for inclusion in operating agreement; clarifying manner of certain voting; establishing membership requirements for certain company; clarifying entities for allocation and distribution; permitting assignment of certain rights; prohibiting conversion of charging orders into certain interests; stating consequences of death of certain member; stating time for dissolution of certain company; establishing liability for certain distribution; modifying certain exceptions; providing for distribution of certain assets under specified circumstances; adding specified information to articles of conversion; construing provision; stating effects of conversion on certain liabilities; permitting inclusion of specified matters in certain operating agreement; amending 54 O.S. 2001, Sections 1-901, 1-902, 1-903, 1-904, 310.2 and 310.3, which relate to partnerships and conversion; modifying definitions; specifying circumstances allowing conversion of partnerships; specifying procedures for certain conversion; stating effects of certain conversion; requiring consent of partner under certain circumstances; providing exceptions; providing for distribution of certain assets under specified circumstances; construing provision; requiring filing of certain certificate under specified circumstances; stating effect of certain filing; providing for codification; and providing an effective date.

Bill History: Signed into law by Governor 5/6/04

Rhode Island

House Bill 7885

This act would amend the business corporation tax by adding to the definition of net income any deductible interest expenses and costs and intangible expenses and costs directly or indirectly paid, accrued or incurred in connection with related members. This act would take effect upon passage.

Full Text available at:
http://www.rilin.state.ri.us/Billtext/BillText04/HouseText04/H7885.pdf

Bill History:
02/12/2004 Introduced, referred to House Finance
05/05/2004 Scheduled for hearing and/or consideration
05/05/2004 Continued

Senate Bill 2726

This act would repeal the existing Rhode Island Business Corporation Act and replace it
with a revised Rhode Island Business Corporation Act. This act would take effect on
January 1, 2005.

Full Text available at:
http://www.rilin.state.ri.us/Billtext/BillText04/SenateText04/S2726A.pdf

Bill History:
02/11/2004 Introduced, referred to Senate Commerce, Housing and Municipal Government
04/01/2004 Scheduled for hearing and/or consideration
04/01/2004 Committee recommends passage
04/07/2004 Placed on Senate Calendar
04/21/2004 Senate voted to recommit to Senate Commerce, Housing & Government
04/22/2004 Scheduled for hearing and/or consideration
04/22/2004 Committee recommends passage of Sub A
04/29/2004 Placed on Senate Calendar
05/05/2004 Senate passed Sub A
05/06/2004 Referred to House Corporations

South Carolina

House Bill 4650

LLC annual reports are no longer necessary in South Carolina. The South Carolina General Assembly passed H4650 which repeals the statutes requiring LLC annual reports in South Carolina. This bill also amends the Certificate of Existence statute in that annual reports are no longer necessary for a Good Standing certificates. All LLC annual reports sent to the Secretary of State's office previous to April 30, 2004 will still be processed since at that time the law still required annual reports. The bill also provides for conversions between and entity types and overall updates the South Carolina Corporation Statutes.

The bill in its entirety can be found here: http://www.scstatehouse.net/sess115_2003-2004/bills/4650.htm

Texas

House Bill 42

Relating to the imposition of a minimum franchise tax.

Full Text available at: LINK

Bill History: 4/27/04 H Referred to Public School Finance

West Virginia

House Bill 2074

Reducing the corporation net income tax. Chapter eleven of the code of West Virginia, one thousand nine hundred thirty-one, as amended, relating to reducing the corporation net income tax.

Full text and History:

H. B. 2074

(By Delegate Frederick)

[Introduced January 9, 2003; referred to the Committee on Finance.]

A BILL to amend and reenact section four, article twenty-four, chapter eleven of the code of West Virginia, one thousand nine hundred thirty-one, as amended, relating to reducing the corporation net income tax.

Be it enacted by the Legislature of West Virginia:

That section four, article twenty-four, chapter eleven of the code of West Virginia, one thousand nine hundred thirty-one, as amended, be amended and reenacted to read as follows:

ARTICLE 24. CORPORATION NET INCOME TAX.
§11-24-4. Imposition of primary tax and rate thereof; effective and termination dates.

Primary tax.

(1) In the case of taxable periods beginning after the thirtieth day of June, one thousand nine hundred sixty-seven, and ending prior to the first day of January, one thousand nine hundred eighty-three, a tax is hereby imposed for each taxable year at the rate of six percent per annum on the West Virginia taxable income of every domestic or foreign corporation engaging in business in this state or deriving income from property, activity or other sources in this state, except corporations exempt under section five of this article.

(2) In the case of taxable periods beginning on or after the first day of January, one thousand nine hundred eighty-three, and ending prior to the first day of July, one thousand nine hundred eighty-seven, a tax is hereby imposed for each taxable year on the West Virginia taxable income of every domestic or foreign corporation engaging in business in this state or deriving income from property, activity or other sources in this state, except corporations exempt under section five of this article, and any banks, banking associations or corporations, trust companies, building and loan associations, and savings and loan associations, at the rates which follow:
(A) On taxable income not in excess of fifty thousand dollars, the rate of six percent; and
(B) On taxable income in excess of fifty thousand dollars, the rate of seven percent.

(3) In the case of taxable periods beginning on or after the first day of July, one thousand nine hundred eighty-seven, a tax is hereby imposed for each taxable year on the West Virginia taxable income of every domestic or foreign corporation engaging in business in this state or deriving income from property, activity or other sources in this state, except corporations exempt under section five of this article, at the rate of nine and three quarters percent. Beginning the first day of July, one thousand nine hundred eighty-eight, and on each first day of July thereafter for four successive calendar years, the rate shall be reduced by fifteen one hundredths of one percent per year, with such rate to be nine percent on and after the first day of July, one thousand nine hundred ninety-two.

(4) In the case of taxable periods beginning on or after the first day of July, two thousand three, a tax is hereby imposed for each taxable year on the West Virginia taxable income of every domestic or foreign corporation engaging in business in this state or deriving income from property, activity or other sources in this state, except corporations exempt under section five of this article, at the rate of nine percent. Beginning the first day of July, two thousand three, and on each first day of July thereafter for six successive calendar years, the rate shall be reduced by one half of one percent per year, with the rate to be six percent on and after the first day of July, two thousand ten.

NOTE: The purpose of this bill is to reduce the primary rate of tax on corporations 1/2% a year for 6 years so that the corporation net income tax rate will be 6% at the end of 6 years.

Strike-throughs indicate language that would be stricken from the present law, and underscoring indicates new language that would be added.

Wisconsin

Senate Bill 218

An Act to repeal 180.0825 (2) (a), 180.0825 (5) (a), (b) and (c) to (h) and 180.1105 (1) (a) and (b); to renumber and amend 180.0602 (3); to consolidate, renumber and amend 180.0825 (2) (intro.) and (b); to amend 179.02 (1), 179.76 (4) (c), 179.77 (6) (c), 180.0502 (3), 180.0706 (title), 180.0824 (3), 180.0825 (1), 180.1106 (1) (b), 180.1140 (11), 180.1150 (2), 180.1161 (4) (c), 180.1201 (title), 180.1201 (2), 180.1302 (4), 180.1805 (5), 181.1106 (2), 181.1161 (4) (c), 183.1205 (2) and 183.1207 (4) (c); to repeal and recreate 180.1130 (14); and to create 180.0602 (3) (b), 180.0706 (3), 180.0708, 180.0825 (5) (am) and (bm), 180.1105 (1) (am), (bm) and (c) to (f) and 180.1201 (1) (d) of the statutes; relating to: the authority of the board of directors of business corporations and corporate committees; corporate shareholder notices and meetings; mergers, conversions, and other business combinations; the transfer of corporate property to certain affiliates; and naming limited partnerships.

Full Text of Bill and Governors' veto available in the left column at:
http://www.legis.state.wi.us/insession/senate/index.htm

Bill History:

04-23-04. S. Report vetoed by the Governor on 4-21-2004
05-10-04. S. Placed on calendar 5-11-2004 pursuant to Joint Rule 82

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

A better way to file
your Annual Reports

Corporate eFile is the first multi-jurisdictional e-Filing service that provides online "real-time" automated filing of your Annual, Biennial, and Franchise Tax Reports.

NRAI's Corporate eFile application provides a fast and convenient way to file your Corporation, LLC, LP and GP taxes by alleviating the issues associated with manually filing paper forms.

Regardless of who is listed as your registered agent, NRAI can assist you with the electronic filing of your taxes. This service is available for a fee of only $30 per filing plus applicable state fees. Payment methods include credit card, ACH, wire transfer or invoice.

To sign-up for Corporate eFile or for more information, visit www.corporateefile.com or contact NRAI at 800.490.6724

About NRAI

National Registered Agents, Inc. (NRAI) is a professional Registered Agent for new and established business entities. NRAI is fully licensed to maintain Registered Office and receive legal process for companies throughout the United States and around the globe.

The NRAI Network encompasses 23 operating affiliates, with more than 400 associates, and 36 offices nationwide. The Network is focused on providing comprehensive corporate and public record information, research, retrieval, filing, and corporate services for both law firms and corporate legal departments.

For more information regarding NRAI services, please contact us at 800.550.6724 or info@nrai.com

Visit www.nrai.com for free Delaware Name Clearance Searches