NRAI Compliance Updates

NRAI Compliance Updates - May, 2005

Hello All,

It has been a very busy month with legislation passed in Arizona, Arkansas, Colorado, Idaho, Kansas, Maine, Missouri, Montana, North Dakota and Texas. There are various effective dates, but July 1 is going to be a very busy date.

A new feature to the Newsletter is a link to the current issue of the Delaware Register of Regulations. Also included in this month’s newsletter is an interesting bill introduced in the U. S. House to make Sarbanes-Oxley compliance voluntary and substantial activity in Delaware.

Have a good month.

Robert K. Rowell
General Counsel

New, Pending and Passed Legislation

Federal Legislation

HB 1557

To amend the Internal Revenue Code of 1986 to provide an election for a special tax treatment of certain S corporation conversions.

Full Text available at http://thomas.loc.gov/ and search Bill Number HB1557

Bill Status: Introduced April 12, 2005

HB 1641

To make the internal control requirements of the Sarbanes-Oxley Act of 2002 voluntary.

Full Text available at http://thomas.loc.gov/ and search Bill Number HB1641

Bill Status: April 14, 2005 Referred to the House Committee on Financial Services.

HB 1657

To ensure financial regulations do not harm economic competitiveness, nor deprive Americans of due process of law, by repealing provisions of Federal law that hold corporate chief executive officers criminally liable for the content and quality of their companies' financial report, even when the chief executive officers had no intention to engage in criminal behavior, and had taken all reasonable steps to assure the accuracy of the statement.

Full Text available at http://thomas.loc.gov/ and search Bill Number HB1657

Bill Status: April 14, 2005 referred to the House Committee on Financial Services.

SB 779

A bill to amend the Internal Revenue Code of 1986 to treat controlled foreign corporations established in tax havens as domestic corporations.

Full Text available at http://thomas.loc.gov/ and search Bill Number SB779

Bill Status: April 14, 2005 read twice and referred to the Committee on Finance

SB 965

A bill to amend the Internal Revenue Code of 1986 to reduce the recognition period for built-in gains for subchapter S corporations

Full Text available at http://thomas.loc.gov/ and search Bill Number SB965

Bill Status: April 28, 2005 read twice and referred to the Committee on Finance.

Arizona

An act amending section 10-1632, Arizona Revised Statutes; amending Title 29, Chapter 4, Article 1, Arizona Revised Statutes, by adding Section 29-613; relating to corporations and limited liability companies.

Full Text available at: http://www.azleg.state.az.us/legtext/47leg/1r/bills/hb2161h%2Epdf

Bill Status: Signed by Governor and filed with Secretary of State April 1, 2005

Arkansas

HB 1739

An act to standardize the penalties for failing to register to do business in Arkansas; and for other purposes.

Full Text available at: http://www.arkleg.state.ar.us/ftproot/bills/2005/public/hb1739.pdf

Bill Status: Adopted April 11, 2005

Colorado

SB 76

Concerning the ability of corporate shareholders to consent to take corporate action under the "Colorado Business Corporation Act".

Full Text available at: LINK

Bill Status: April 22, 2005 signed by Governor

Delaware

The Delaware Register of Regulations

May 1, 2005 Issue Available at: http://www.legis.state.de.us/LIS/Register.nsf/vwRegisters/811/$file/May2005.pdf?openelement

HB 150

An Act To Amend Title 8 Of The Delaware Code Relating To The General Corporation Law.

Section 1. The amendments to Section 141(d) provide that the certificate of incorporation may confer greater or lesser voting powers on one or more directors, whether or not such director or directors is or are separately elected by the holders of any class or series of stock.
Section 2. The amendment to Section 158 eliminates the requirement that a corporation with uncertificated shares issue a certificate for such shares upon the request of the holder of such shares. Notwithstanding this amendment, a corporation with uncertificated shares still is permitted to issue a certificate upon the request of a holder, but the corporation is not obligated to do so.
Section 3. The amendment to Section 251(g)(7)(ii) now permits the organizational documents of the surviving entity to be amended to eliminate a classified board provision or any other provision authorized by subsection (d) of Section 141 of Title 8.
Sections 4 through 18. The amendments to Section 265 provide for the conversion of an other entity, including a non-Delaware other entity, to a Delaware corporation. The addition of subsection (f) makes it clear that upon conversion to a corporation, the corporation is a continuation of the existence of the converting other entity. The addition of subsection (j) confirms the flexibility permitted in the Code regarding a conversion to a domestic corporation.
Sections 19 through 27. The amendments to Section 266 provide for the conversion of a Delaware corporation to an other entity, including a non-Delaware other entity. The amendments to subsections (e) and (f) and the addition of subsection (h) clarify the effects of a conversion of a Delaware corporation to an other entity. New subsection (g) confirms the flexibility permitted in this section regarding a conversion of a domestic corporation. New subsection (i) provides that if a converting Delaware corporation has no outstanding capital stock, no vote of stockholders is required to authorize the conversion.
Section 28. Section 271 has been amended to add new subsection (c). The purpose of subsection (c) is to provide that (i) no stockholder vote is required for a sale, lease or exchange of assets to or with a direct or indirect wholly-owned and controlled subsidiary, and (ii) the assets of such a subsidiary are to be treated as assets of its ultimate parent for purposes of applying, at the parent level, the requirements set forth in subsection (a). The amendment is not intended to address the application of subsection (a) to a sale, lease or exchange of assets by, or to or with, a subsidiary that is not wholly-owned and controlled, directly or indirectly, by the ultimate parent.
Sections 29 through 45. The amendments to Section 388 provide that any non-United States entity may domesticate in Delaware. New subsections (i) and (j) clarify the effects of a domestication of a non-United States entity as a Delaware corporation. New subsection (k) confirms the flexibility permitted in the Code regarding a domestication as a Delaware corporation.
Sections 46 through 66. The amendments to Section 389 reflect the newly defined terms “non-United States entity” and “foreign jurisdiction” in Section 388, Title 8, Delaware Code.
Sections 67 through 79. The amendments to Section 390 create two types of filings under Section 390: a certificate of transfer when the Delaware corporation is not to continue its existence in Delaware and a certificate of transfer and domestic continuance when the Delaware corporation elects to continue its existence as a Delaware corporation. The amendments confirm that so long as a corporation continues to exist as a corporation of the State of Delaware the resulting entity is the same entity as existed prior to transfer. The amendments to subsections (d) and (e) and new subsection (f) clarify the effects of a transfer of a Delaware corporation. New subsection (g) confirms the flexibility permitted in the Code regarding a transfer of a Delaware corporation. New subsection (h) provides that if a transferring Delaware corporation has no outstanding capital stock, no vote of stockholders is required to authorize the transfer.
Section 80. This section provides for an effective date of August 1, 2005.

Full Text available at: http://www.legis.state.de.us/LIS/lis143.nsf/vwLegislation/HB+150/$file/legis.html?open

Bill Status: April 27, 2005 in House Judiciary Committee

HB 151

An Act To Amend Chapter 17, 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.

This Act continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act.
Section 1 amends § 17-101(12) of the Act to confirm that a partner of a limited partnership and an assignee of an interest in a limited partnership are bound by the partnership agreement.
Section 2 amends § 17-106(a) of the Act to expand the permitted purposes of a limited partnership.
Section 3 amends § 17-211(g) of the Act to increase the flexibility permitted in the Act regarding amendments to partnership agreements and the adoption of new partnership agreements in connection with mergers and consolidations.
Sections 4 and 6 amend § 17-215(i) and § 17-217(g) of the Act to confirm that these sections of the Act address the effect of domestication and conversion, respectively, as a matter of Delaware law.
Section 5 amends § 17-216(b) to conform the approval requirements for the transfer of a domestic limited partnership to the requirements for the conversion of a domestic limited partnership.
Section 7 amends § 17-301(b)(3) of the Act to clarify the way in which a person is admitted as a partner of a limited partnership pursuant to a merger or consolidation.
Section 8 amends § 17-301(c) of the Act to confirm that a person is admitted as a partner of a limited partnership in connection with a domestication or a conversion as provided in the partnership agreement.
Section 9 amends the Act to add a new § 17-407 to clarify the circumstances under which limited partners, general partners and liquidating trustees of a limited partnership may rely on the records of, or information relating to, the limited partnership.
Sections 10, 11, 12, 13, 14, 15 and 16 amend § 17-703 to clarify the nature of a charging order and provide that a charging order is the sole method by which a judgment creditor may satisfy a judgment out of the partnership interest of a partner or partner’s assignee. Attachment, garnishment, foreclosure or like remedies are not available to the judgment creditor and a judgment creditor does not have any right to become or to exercise any rights or powers of a partner (other than the right to receive the distribution or distributions to which the partner would otherwise have been entitled, to the extent charged).
Section 17 amends the Act to add a new § 17-806 to provide, under certain circumstances, for the revocation of the dissolution of a limited partnership.
Sections 18 and 19 amend the Act to add a new § 17-912 to identify the activities of a foreign limited partnership in the State of Delaware that will not constitute doing business for purposes of Subchapter IX of the Act and move former subsection (b) of § 17-902 of the Act to new § 17-912.
Section 20 provides that the proposed amendments of the Act shall become effective on August 1, 2005.
This Act was submitted for sponsorship and consideration by the General Assembly by the Delaware Bar Association.

Full Text available at: http://www.legis.state.de.us/LIS/lis143.nsf/vwLegislation/HB+151/$file/legis.html?open

Bill Status: Passed by House on May 5, 2005

SB 85

An act to amend Chapter 15, 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.

Section 1. This section amends § 15-101(8) of the Act to confirm that a limited liability partnership under the Act refers to a domestic partnership. Section 2. This section amends § 15-101(12) of the Act to confirm that a partner of a partnership and a transferee of an economic interest are bound by the partnership agreement. Section 3. This section amends § 15-306(d) of the Act to confirm the application of this section only to the practice of law in Delaware. Section 4. This section amends the Act to add a new § 15-409 of the Act to clarify the circumstances under which partners and liquidating trustees of a partnership may rely on the records of, or information relating to, the partnership. Sections 5, 6, 7, 8, 9, 10 and 11. These sections amend § 15-504 of the Act to clarify the nature of a charging order and provide that a charging order is the sole method by which a judgment creditor may satisfy a judgment out of a partner’s or partner’s transferee’s interest in a partnership. Attachment, garnishment, foreclosure or like remedies are not available to the judgment creditor and a judgment creditor does not have any right to become or to exercise any rights or powers of a partner (other than the right to receive the distribution or distributions to which the partner would otherwise have been entitled, to the extent charged). Sections 12, 13, 14, 15, 16, 17, 18, 19, 26, 27, 28 and 29. These sections amend §§ 15-901 and 15-1001 of the Act to clarify the procedures for forming a limited liability partnership, causing an existing partnership to become a limited liability partnership and converting an other entity to a domestic partnership or a limited liability

Full Text available at: http://www.legis.state.de.us/LIS/lis143.nsf/vwLegislation/SB+85/$file/legis.html?open

Bill Status: Passed by Senate in May 4, 2005

Florida

SB 1056

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

Full Text available at: http://www.flsenate.gov/data/session/2005/Senate/bills/billtext/pdf/s1056er.pdf

Bill Status: May 3, 2005 Ordered Enrolled

Idaho

HB 306

Relating to taxation and to the enactment of the Idaho Corporate Headquarters Incentive Act of 2005; amending title 63, Idaho Code, by the addition of a new chapter 29, title 63, Idaho Code, to provide a short title, to define terms, to provide an additional income tax investment credit for certain qualified investments and limitations thereon, to provide an income tax credit for certain real property improvements and limitations thereon, to provide an additional new jobs credit for certain employment and limitations thereon, to authorize the state tax commission to adopt administrative rules relating to s corporations, partnerships, estates and trusts, and relating to reorganizations, mergers and liquidations, to establish limitations, to permit sharing of credits among taxpayers included in a combined report of income, to permit carryovers of unused credits, to provide for recapture of income tax credits in case of failure to meet tax incentive criteria, to provide for a rebate of sales and use taxes paid on qualified projects and to provide for recapture of the rebate in case of failure to meet tax incentive criteria, to provide for a rebate of certain property taxes paid on qualified projects and to provide limitations thereon, to provide for recapture of the rebate in case of failure to meet tax incentive criteria and to provide for administration by the state tax commission; amending section 63-3067, Idaho Code, to provide a continuous appropriation of income tax receipts to fund certain property tax rebates; providing severability; declaring an emergency and providing a retroactive effective date.

Full Text available at: http://www3.state.id.us/oasis/H0306.html#billtext

Bill Status: Adopted April 13, 2005 with and effective date of January 1, 2005

Illinois

SB 533

Sections changed:
805 ILCS 5/7.90 new
805 ILCS 5/12.56

Amends the Business Corporation Act of 1983. Provides that unless otherwise provided in the articles of incorporation, a shareholder who executes and delivers to the corporation a written instrument irrevocably waiving the right (i) to vote any shares held by such shareholder, whether for the election of directors or otherwise, (ii) to be a director or officer of the corporation, and (iii) in any other manner to control, directly or indirectly, corporate actions or the election or removal of any director or officer of the corporation, and who at the time of such waiver is not a director or officer of the corporation, shall have no fiduciary duty to the corporation or any of its shareholders arising out of the fact that such person is a shareholder of the corporation. Provides that the corporation shall give prompt notice of such waiver to the remaining shareholders, except that no such notice need be given by a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. Effective July 1, 2005.

Full Text available at: LINK

Bill Status: May 5, 2005 passed both houses

Kansas

SB 37

Franchise fee law modifications relating to fee name, extensions and information required.

Full Text available at: http://www.kslegislature.org/bills/2006/37.pdf

Bill Status: Signed by Governor April 18, 2005 and effective January 1, 2006

Maine

HB 384

An Act To Adopt the Maine Uniform Securities Act, (LD 509)

Full Text available at: LINK

Bill Status: Signed by Governor April 25, 2005 as Chapter 65

SB 591

An Act To Establish the Uniform Partnership Act, (LD 1609)

Full Text available at: LINK

Bill Status: April 28, 2005 to Committee on the Judiciary

Maryland

HB 159

Business Entities - Recordation of Documents

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

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

Bill Status: Signed by Governor April 12, 2005 effective July 1, 2005

Mississippi

HB 371

Model Business Corporation Act; reenact issuance of rights and foreign corporation withdrawal

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

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

Bill Status: Approved by Governor April 20, 2005

Montana

HB 167

A bill for an act entitled: "an act increasing the frequency at which the Secretary of State is required to provide a list of certain corporations, limited partnerships, limited liability companies, and limited liability partnerships to the department of revenue; and amending section 15-31-603, MCA."

Full Text available at: http://data.opi.state.mt.us/bills/2005/billhtml/HB0167.htm

Bill Status: Signed by Governor April 19, 2005, Effective date October 1, 2005

North Dakota

HB 1391

Relating to corporations, limited liability companies, limited liability partnerships, and partnerships; relating to corporations, limited liability companies, limited liability partnerships, and partnerships; relating to limited liability partnerships.

Summary: AN ACT to create and enact sections 10-19.1-01.2, 10-19.1-102.1, 10-19.1-104.1, 10-19.1-104.2, 10-19.1-104.3, 10-19.1-104.4, 10-19.1-104.5, 10-19.1-104.6, 10-19.1-148.1, 10-19.1-148.2, 10-32-02.2, 10-32-106.1, 10-32-108.1, 10-32-108.2, 10-32-108.3, 10-32-108.4, 10-32-108.5, 10-32-108.6, 10-32-152.1, 10-32-152.2, 10-33-01.2, 10-33-141.1, 10-33-141.2, 45-13-01.1, 45-21-02.1, 45-21-04.1, 45-21-04.2, 45-21-07.1, 45-22-23.1, and 45-22-23.2 of the North Dakota Century Code, relating to corporations, limited liability companies, limited liability partnerships, and partnerships; to amend and reenact sections 10-19.1-01 and 10-19.1-08, subsections 3 and 4 of section 10-19.1-10, sections 10-19.1-13, 10-19.1-20, 10-19.1-21, 10-19.1-27, and 10-19.1-39, subsections 3 and 5 of section 10-19.1-43, sections 10-19.1-52 and 10-19.1-55, subsection 2 of section 10-19.1-61.1, section 10-19.1-63, subsection 2 of section 10-19.1-70, section 10-19.1-74, subsection 1 of section 10-19.1-75, section 10-19.1-75.1, subsection 7 of section 10-19.1-76.2, subsections 2 and 3 of section 10-19.1-76.3, subsections 4 and 10 of section 10-19.1-84, section 10-19.1-87, subsections 3 and 4 of section 10-19.1-88, subsection 1 of section 10-19.1-91, subsection 1 of section 10-19.1-103, subsection 2 of section 10-19.1-104, subsection 1 of section 10-19.1-110, section 10-19.1-129, subsection 1 of section 10-19.1-141, section 10-19.1-145, subsections 1, 2, 4, and 6 of section 10-19.1-146, sections 10-19.1-147, 10-19.1-148, 10-19.1-149, 10-19.1-149.1, 10-19.1-150, 10-31-07.3 and 10-32-02, subsections 2 and 4 of section 10-32-07, section 10-32-10, subsection 2 of section 10-32-12, subsection 4 of section 10-32-13, sections 10-32-17, 10-32-20, 10-32-24, and 10-32-42, subsection 1 of section 10-32-43, section 10-32-43.1, subsection 2 of section 10-32-51, sections 10-32-53 and 10-32-54, subsections 3 and 4 of section 10-32-55, sections 10-32-56 and 10-32-76, subsections 3 and 5 of section 10-32-80, section 10-32-91, subsection 1 of section 10-32-99, subsections 1 and 2 of section 10-32-100, subsections 1 and 5 of section 10-32-102, subsection 2 of section 10-32-106, subsections 1 and 4 of section 10-32-107, subsection 2 of section 10-32-108, subsection 1 of section 10-32-114, section 10-32-132, subsection 1 of section 10-32-144, section 10-32-148, subsections 1, 2, 3, 4, and 7 of section 10-32-149, sections 10-32-150, 10-32-152, 10-32-153, 10-32-153.1, 10-32-154, and 10-33-01, subsection 3 of section 10-33-06, section 10-33-10, subsection 2 of section 10-33-12, subsection 4 of section 10-33-13, sections 10-33-18, 10-33-22, and 10-33-34, subsections 3 and 5 of section 10-33-39, sections 10-33-47, 10-33-51, 10-33-72, 10-33-73, and 10-33-74, subsections 2, 5, and 7 of section 10-33-80, section 10-33-120, subsections 1 and 2 of section 10-33-123, subsection 1 of section 10-33-134, sections 10-33-138, 10-33-139, 10-33-140, 10-33-141, 10-33-142, 10-33-142.1, and 10-33-143, subsection 2 of section 10-3

Full Text available at: http://www.state.nd.us/lr/assembly/59-2005/bill-text/FRCA0400.pdf

Bill Status: Signed by Governor April 12, 2005, Chaptered by Secretary of State April 13, 2005

New York

AB 7383

Amd SS102, 206, 802, 808, 1101, 1203 & 1306, Lim Lil L; amd SS121-101, 121-201, 121-902, 121-907, 121-1300, 121-1500 & 121-1502, add S121-1507, Partn L; amd S60, Gen Con L; amd S8-1.8, EPT L; amd S406, N-PC L; amd S23.03, Arts & Cul L Requires the names and business addresses of the 10 people with the most valuable interests in a limited partnership, registered limited liability partnership, limited liability company, foreign limited liability company, foreign limited partnership, foreign limited liability partnership, professional service limited liability company or foreign professional service limited liability company to be published for four successive weeks in 2 newspapers in the county where the office of such business entity is located; such publication shall occur within 120 days of the establishment of the business; requires publication of the change in the names or addresses of such 10 people; provides that publication of such notice after such 120 day period shall annul any suspension of authority to do business in this state; provides for publication by businesses formed prior to the effective date of provisions; establishes the form of an affidavit of publication and certificate of publication; grants an exception to such publication requirements to theatrical production companies that are limited liability companies.

Full Text at: http://assembly.state.ny.us/leg/?bn=A07383&sh=t

Bill Status: April 15, 2005 referred to Corporations, Authorities and Commissions Committee

AB 7822

Simplifies the voluntary dissolution process and authorizes dissolution by secretary of state. Regulates possible conflict of interest situations between officers or directors and the not-for-profit corporations they represent; enables membership corporations unable to obtain the necessary quorums under their certificates and by-laws to petition the supreme court for an order enabling them to nonetheless conduct business; simplifies the non-judicial dissolution process under articles 10 and 11 of the N-PC L and clarifies certain requirements relating thereto.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A07822&sh=t

Bill Status: May 5, 2005 referred to Corporations, Authorities and Commissions Committee

AB 1075

Clarifies the publication of notice requirements for limited liability companies and partnerships, as proposed in S. 5902-B and A. 11205-A of 2004.

Substituted by S85

SB 85

Requires the publication of the names of ten members of certain businesses who have most valuable interests in such businesses

Full Text available at: http://assembly.state.ny.us/leg/?bn=S00085&sh=t

Bill Status: May 3, 2005 ordered to third reading

SB 4589

Relates to the issuance of shares of professional service corporations to individuals authorized to practice law in New York state; permits any person who is licensed to practice law in New York or who is a member in good standing of any federal bar to own shares in a professional corporation organized for the purposes of the practice of law.

Full Text available at: http://assembly.state.ny.us/leg/?bn=S04589&sh=t

Bill Status: April 18, 2005 referred to Corporations, Authorities and Commissions Committee

SB 4728

Amends requirements for dissolution of certain corporations; requires notification of department of state and enacts certain requirements with respect to assets legally required to be used for a particular purpose.

Full Text available at: http://assembly.state.ny.us/leg/?bn=S04728&sh=t

Bill Status: April 18, 2005 referred to Corporations, Authorities and Commissions Committee

SB 5045

Relates to the use of the word "bank" in a corporate name; provides that such word may be used if it is part of a registered trademark and certain other conditions are met.

Full Text available at: http://assembly.state.ny.us/leg/?bn=S05045&sh=t

Bill Status: April 18, 2005 referred to Corporations, Authorities and Commissions Committee

Ohio

HB 42

To amend sections 1702.01, 1702.02, 1702.08, 1702.11, 1702.17, 1702.18, 1702.19, 1702.20, 1702.22, 1702.25, 1702.27, 1702.31, 1702.33, 1702.38, 1702.39, 1702.42, 1702.47, and 1702.58 of the Revised Code relating to the use of authorized communications equipment, including electronic or telephonic transmissions, in certain meetings and votings of nonprofit corporations and the authority to take action on behalf of a nonprofit corporation without a meeting of incorporators, directors, or members.

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

Bill Status: April 19, 2005 to Conference Committee

Rhode Island

SB 791

This act would amend the laws regarding corporations, partnerships and limited liability companies to modify the secretary of state's entity name standard, would amend the laws regarding professional service and nonprofit corporations and limited partnerships to conform document filing requirements to those in the new Rhode Island Business Corporation Act (to be effective July 1, 2005) and would amend various chapters of the general laws to conform cross references from the current Rhode Island Business Corporation Act (to be repealed July 1, 2005) to the new Rhode Island Business Corporation Act (to be effective July 1, 2005).
Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText05/SenateText05/S0791.pdf
Bill Status: May 10, 2005 amended and substituted

Texas

HB 1154

Relating to limited liability companies and partnerships. During the 78th legislative session, 2003, the legislature passed H.B. 1156 adopting a new Business Organizations Code (BOC), effective January 1, 2006. Limited liability companies (LLC) and partnerships formed on or after January 1, 2006, will be governed by the BOC, but LLCs and partnerships formed prior to that date will continue to be governed by the existing LLC and partnership statutes until January 1, 2010 unless such an entity elects to be governed by the BOC on an earlier date. Therefore, the existing Limited Liability Company Act (TLLCA), Texas Revised Limited Partnership Act (TRLPA), and Texas Revised Partnership Act (TRPA) will continue to govern many entities for the next four years
The Office of the Secretary of State (SOS) and the Partnership and Limited Liability Company Committee of the Business Law Section of the State Bar of Texas have worked together to draft proposed amendments that will make certain technical corrections, clarifications, and changes to the TLLCA, TRLPA, and TRPA to more closely conform the existing statutes with the BOC with respect to certain transactions
that involve filings with the secretary of state's office. These changes will eliminate confusion that might otherwise arise if differing procedures are involved depending upon the formation date of an entity when the entity is effecting a transaction that involves a filing with SOS. H.B. 1154 makes technical corrections and clarifications to provisions that involve filings with SOS, and more closely conforms the current statutes to the BOC with respect to procedures involved in certain transactions that culminate in a filing with SOS.

Full Text available at: LINK

Bill Status: Sent to Governor May 6, 2005.

SR 623

Recognizing October 23, 2005, as Texas Paralegal Day.

Full Text available at: LINK

Bill Status: Adopted and sent to Secretary of State April 19, 2005

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

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