Federal Legislation

HB 1983
To enact certain laws relating to small business as title 53, United States Code, "Small Business".

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h1983ih.txt.pdf

Current Bill Status: February 24, 2009, referred to the Subcommittee on Government Management, Organization, and Procurement.

HB 2098
To amend the Internal Revenue Code of 1986 to extend the look-through treatment of payments between related controlled foreign corporations.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h2098ih.txt.pdf

Current Bill Status: April 23, 2009, referred to the House Committee on Ways and Means.


Delaware
HB 19
AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

Section 1. New Section 112 clarifies that the bylaws may require that if the corporation solicits proxies with respect to an election of directors, the corporation may be required to include in its proxy materials one or more nominees submitted by stockholders in addition to individuals nominated by the board of directors. Section 112 also identifies a non-exclusive list of conditions that the bylaws may impose on such a right of access to the corporation's proxy materials. In particular, and in the interest of avoiding election contests instituted by stockholders having little or no economic interest in the corporation, Section 112 authorizes the bylaws to prescribe a minimum level of stock ownership as a prerequisite to requiring inclusion of nominees in the corporation's proxy materials. In establishing such a minimum level of stock ownership, the bylaws may define beneficial ownership to take account of ownership of options or other rights in respect of or relating to stock (including rights that derive their value from the market price of the stock). Section 112 also permits the bylaws to limit a right of access according to whether or not a majority of board seats is to be contested, or whether nominations are related to an acquisition of a significant percentage of the corporation's stock. The bylaws may also prescribe any other lawful condition to the exercise of a right of access to the corporation's proxy materials.

Section 2. New Section 113 provides that a bylaw may require the corporation to reimburse proxy solicitation expenses incurred by a stockholder. Section 113 also identifies a non-exclusive list of conditions that the bylaws may impose on such a right to reimbursement.

Section 3. The amendment to Section 145(f) adopts a default rule different than the approach articulated in Schoon v. Troy Corp., 948 A.2d 1157, 1165-1166 (Del. Ch. 2008). Under amended Section 145(f), a right to indemnification or advancement of expenses under a provision of a certificate of incorporation or bylaw cannot be eliminated or impaired by an amendment of the provision after the occurrence of the act or omission to which indemnification or advancement of expenses relates, unless the provision contains, at the time of the act or omission, an explicit authorization of such elimination or limitation.

Section 4. This section amends Section 211(c) to reflect the changes in Section 213(a) providing for separate record dates for determining stockholders entitled to notice of and to vote at a meeting.

Section 5. This amendment to Section 213(a) permits a board of directors to separate the record date for determining the stockholders entitled to vote at a meeting from the record date for determining those stockholders entitled to notice of the meeting. Under amended Section 213(a), the board of directors may chose a date later than the notice record date, on or before the meeting date, for determining those stockholders entitled to vote. This amendment is not intended to affect application of the doctrine expressed in Schnell v. Chris-Craft Indus., Inc., 285 A.2d 437 (Del. 1971).

Section 6. This section amends Section 219(a) to clarify that, where the record date for determining stockholders entitled to vote is set less then ten days before the date of the meeting as provided for under Section 213(a), the corporation's obligation to provide a list of stockholders prior to the meeting is limited to preparing a list of those holders as of the tenth day before the meeting date. The amendment does not affect the list that must be provided at the meeting.

Sections 7 through 9. These amendments to Section 222 reflect the changes in Section 213(a) permitting separate record dates for determining stockholders entitled to notice of and to vote at a meeting. The amended subsection (a) provides that where the board of directors fixes separate record dates, written notice under that subsection shall include the record date for determining stockholders entitled to vote. In addition, subsection (b) is amended to make clear that the timing requirements for providing written notice remain unchanged in that instance and that the corporation need only provide written notice to those stockholders entitled to vote as of the notice record date. Finally, the new sentence added to subsection (c) provides that where the board of directors sets a new record date for determining stockholders entitled to vote at an adjourned meeting, the board will be required to set a new notice record date in accordance with Section 213(a) and provide written notice to stockholders entitled to vote as of that date.

Section 10. This section, which adds a new subsection (c) to Section 225, changes existing law by granting to the Court of Chancery the power to remove directors under specified limited circumstances. An application for judicial removal of a director must be brought directly by or derivatively in the right of the corporation. Such an application must be preceded by either a felony conviction or a judgment of the sort specified in the new subsection. Removal of a director is permitted only when the Court determines that the director did not act in good faith and that judicial removal is necessary to avoid irreparable harm to the corporation.

Section 11. This section is a technical amendment to Section 228(e) to make it consistent with the revisions to Section 213(a).

Sections 12 and 13. These sections are technical amendments to Section 262 to make it consistent with the revisions to Section 213(a).

Section 14. This section amends Section 275(a) to make it consistent with the revisions to Sections 213(a) and 222 by requiring notice only be mailed to those stockholders entitled to vote as of the notice record date.

Full Text available at:
http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+19/$file/legis.html?open

Current Bill Status: April 10, 2009, signed by Governor.


Georgia
HB 308
Georgia Limited Liability Company Act; certain technical corrections; clarify provisions. To amend Chapter 11 of Title 14 of the Official Code of Georgia Annotated, relating to limited liability companies, so as to amend the "Georgia Limited Liability Company Act"; to provide certain technical corrections to previously enacted legislation; to clarify certain provisions in the existing statute; to make certain provisions consistent with parallel provisions in the Georgia Business Corporations Code; to clarify the provisions governing the operating agreement of a limited liability company and its binding effect; to provide for automatic resignation of a registered agent following the dissolution of a limited liability company; to provide that statutory liability for wrongful distributions is based solely on violations of the statutory limitations on distributions; to reduce the risk of an unintended dissolution of the limited liability company; to limit the rights of judgment creditors of a member to interfere with management or force the dissolution of a limited liability company; to provide for related matters; to repeal conflicting laws; and for other purposes.

Full Text available at: http://www.legis.ga.gov/legis/2009_10/pdf/hb308.pdf

Current Bill Status: April 21, 2009, signed by Governor.


Kansas
SB 85
An Act concerning the secretary of state; relating to return of filings to corporations and limited partnerships; amending K.S.A. 17-6003, 17-7301, 17-7678 and 56-1a156 and repealing the existing sections. This Bill amends four business entity statutes to require the Kansas Secretary of State to return a copy of the document which would be required to be recorded in an electronic medium. A certified copy of the document would be returned to the customer. The electronic document would become the original document.

Full Text available at: http://www.kslegislature.org/bills/2010/85.pdf

Current Bill Status: April 8, 2009, approved by Governor.


SB 132
This Bill enacts the Business Entity Transactions Act (BETA) to provide comprehensive statutory authority for business entities (corporations, partnerships, limited partnerships, and limited liability companies) to perform mergers, conversions, interest exchanges and domestications with similar or dissimilar business entities. Additionally, the bill would codify procedures for business entities to accomplish these transactions. The bill would define the authorized transactions as follows:

A merger means a transaction in which two or more entities are combined into a surviving entity pursuant to a filing with the Secretary of State;

A conversion means a transaction in which a single entity transforms itself into a different type of entity, i.e., a limited liability company becomes a partnership;

An interest exchange, which currently is not an authorized transaction in Kansas but would be authorized with the passage of this bill, would mean a transaction in which one entity acquires the stock of another entity; and

A domestication, which currently is not an authorized transaction in Kansas but would be authorized with the passage of this bill, would mean a transaction in which a foreign entity, e.g., a Missouri limited partnership, becomes a domestic entity whose internal affairs are governed by Kansas law. It also means a transaction in which a domestic entity becomes a foreign entity whoseinternal affairs are governed by another state's law, assuming a reciprocal law is in place in the foreign jurisdiction.

The bill excludes insurance companies, banks, trust companies, credit unions, professional corporations and limited liability companies from participating in transactions under BETA. Public utilities, however, are subject to the general business entity provisions, unless the provisions are inconsistent.

The bill would be effective on July 1, 2010.

Full Text available at: http://www.kslegislature.org/bills/2010/132.pdf

Current Bill Status: April 8, 2009, approved by Governor.


Louisiana
HB 323
An Act to repeal Chapter 5 of Subtitle II of Title 47 of the Louisiana Revised Statutes of 1950, comprised of R.S. 47:601 through 618, relative to corporation franchise tax; and to provide for an effective date.

Full Text available at: http://legis.state.la.us/billdata/streamdocument.asp?did=642447

Current Bill Status: April 27, 2009, read by title, under the rules, referred to the Committee on Ways and Means.

HB 327
An Act to amend and reenact R.S. 47:601(A), relative to the corporation franchise tax; to provide for a reduction of the corporation franchise tax over a certain period of time; to provide for an effective date; and to provide for related matters.

Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=642451

Current Bill Status: April 27, 2009, read by title, under the rules, referred to the Committee on Ways and Means.



Maine
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/billtexts/SP020301.asp

Current Bill Status: April 22, 2009, signed by Governor.



Mississippi
HB 515
An Act to amend sections 79-4-14.22, 79-4-14.23, 79-4-15.32, 79-4-15.33 and 79-11-351, Mississippi Code of 1972, to revise filing for reinstatement of dissolved corporations; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2009/pdf/HB/0500-0599/HB0515SG.pdf

Current Bill Status: April 14, 2009, approved by Governor.

HB 680
An Act to revise certain nonprofit corporation provisions; to create Section 79-11-336, Mississippi Code of 1972, to provide for the application and distribution of the assets of a nonprofit corporation; to amend Section 79-11-337, Mississippi Code of 1972, to revise the contents and filing of articles of dissolution; to amend Section 79-11-355, Mississippi Code of 1972, to revise certain dissolution provisions; to amend Section 79-11-359, Mississippi Code of 1972, to revise the appointment of receivers or custodians; to amend Section 79-11-503, Mississippi Code of 1972, to provide final report requirements; to amend Section 79-11-505, Mississippi Code of 1972, to revise the annual contribution threshold; to amend Section 79-11-507, Mississippi Code of 1972, in conformity; to amend Section 79-11-509, Mississippi Code of 1972, to revise registration suspension and revocation provisions; to amend Section 79-11-513, Mississippi Code of 1972, to revise registration expiration provisions; to amend Section 79-11-517, Mississippi Code of 1972, in conformity; to amend Section 79-11-519, Mississippi Code of 1972, to revise prosecutor powers and duties; to amend Section 79-11-521, Mississippi Code of 1972, to provide for investigations; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2009/pdf/HB/0600-0699/HB0680SG.pdf

Current Bill Status: April 17, 2009, approved by Governor.


SB 3060
An act to amend section 79-4-1.22, Mississippi code of 1972, to revise fees charged by the Secretary of State for the filing of documents under the Mississippi Business Corporation Act; to amend section 79-4-6.24, Mississippi Code of 1972, to allow a board of directors to delegate to an officer the power to designate the number and recipients of equity compensation awards and to impose limitations; to amend section 79-4-14.22, Mississippi Code of 1972, to eliminate the time limit for reinstatement following administrative dissolution; to amend section 79-4-15.32, Mississippi Code of 1972, to eliminate the time limit within which a corporation may apply for reinstatement after administrative dissolution; and for related purposes.

Full Text available at: http://billstatus.ls.state.ms.us/documents/2009/pdf/SB/3000-3099/SB3060SG.pdf

Current Bill Status: April 14, 2009, approved by Governor.



Nebraska
LR 146
Interim study to determine whether Nebraska should enact the Uniform Limited Partnership Act.

Full Text available at: http://www.nebraskalegislature.gov/FloorDocs/Current/PDF/Intro/LR146.pdf

Current Bill Status: May 13, 2009, referred to Executive Board.


New York
A 7647
Relates to the training of boards of directors or trustees of certain voluntary not-for-profit facilities or corporations.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A07647&sh=t

Current Bill Status: April 17, 2009, referred to Mental Health Committee.


S 5008
Provides that any shareholder who owns 20% or more of a corporation's shares shall be entitled to elect a proportional share of the board of directors.

Full Text available at: http://assembly.state.ny.us/leg/?bn=S05008&sh=t

Current Bill Status: April 27, 2009, referred to Corporations, Authorities And Commissions.



Oklahoma
HB 2148
Creating the uniform limited cooperative association act of 2009. The measure allows individuals in rural and urban settings to use a cooperative structure to own, run and share in the benefit of their business in combination with modern financing techniques. Natural gas and rural electric cooperatives are exempt from being formed under this act. The measure does not replace the current cooperative law or affect cooperatives formed under existing law.

Full Text available at: http://webserver1.lsb.state.ok.us/2009-10bills/HB/hb2148_enr.rtf

Current Bill Status: April 20, 2009, signed by Governor.



Washington
HB 1067
Creating the Uniform Limited Partnership Act.

Full Text available at: http://apps.leg.wa.gov/documents/billdocs/2009-10/Pdf/Bills/Session%20Law%202009/1067-S.SL.pdf.

Current Bill Status: April 23, 2009, Governor signed as Chapter 188, 2009 Laws.

Effective date July 26, 2009.


HB 1592
An ACT Relating to business entities and associations registered with the secretary of state; amending RCW 25.15.270, 25.15.290, 25.05.500, and 25.05.560; adding a new section to chapter 25.15 RCW; adding new sections to chapter 24.12 RCW; adding new sections to chapter 25.05 RCW; and creating a new section.

Full Text available at: http://apps.leg.wa.gov/documents/billdocs/2009-10/Pdf/Bills/Session%20Law%202009/1592-S.SL.pdf

Current Bill Status: May 11, 2009, Governor signed as Chapter 437, 2009 Laws.

Effective date July 26, 2009.