|
NRAI Compliance Updates - June,
2005
Hello All,
With the arrival of Summer, there are a slew of approved bills with July 1 and August 1 effective dates. Among the more interesting
bills, it appears that Illinois has finalized its Series LLC law, although I can’t confirm an effective date as of yet. Also, Indiana has modified requirements for signatures on corporate documents and Oregon has instituted a measure regarding staggered terms of directors.
We are heading into summer recess for a number of legislatures, therefore we should see a brief respite in legislative action for the next couple of months.
Robert K. Rowell
General Counsel
New, Pending and Passed Legislation
Federal Legislation
HB 2239
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 for bill number
HB2239
Current Bill Status: May 17, 2005 referred to the House Committee on Ways and Means.
Delaware
Current issue (June 1, 2005) of Delaware Register of Regulations available at: http://www.legis.state.de.us/LIS/Register.nsf/vwRegisters/812/$file/June2005.pdf?openelement
Illinois
SB 468
Amends the Library Incorporation Act, Business Corporation Act, Professional Service Corporation Act, General Not for Profit Corporation Act, Co-operative Act, and the Cemetery Association Act. Replaces the terms "certificates of incorporation" and "application for certificate of authority" with the terms "articles of incorporation" and "application for authority". Makes other changes. Amends the Limited Liability Company Act. Provides that a domestic limited liability company or foreign limited liability company shall have the power to change the address of its registered office. Amends the Uniform Partnership Act (1997). Provides that a partnership or registered limited liability partnership shall have the power to correct errors appearing on documents filed with the Secretary of State provided certain requirements are met. Amends the Revised Uniform Limited Partnership Act. Establishes a procedure for the administrative dissolution of a limited partnership and a procedure for reinstatement following the administrative dissolution of a limited partnership. Establishes a procedure for the administrative cancellation of a foreign limited partnership's application for admission and a procedure for reinstatement following the administrative cancellation of a foreign limited partnership's application for admission.
Full Text available at: LINK
Current Bill Status: May 25, 2005 Passed both Houses
SB 504
Amends the Limited Liability Company Act. Provides that an operating agreement may establish designated series of members, managers or limited liability company interests having separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations, and to the extent provided in the operating agreement, any such series may have a separate business purpose or investment objective. Establishes the procedures for management, dissolution, and operation of a series. Provides the fee for filing articles of organization, annual reports, and certificates of designation for a series of a limited liability company. Effective July 1, 2005.
Full Text available at: LINK
Current Bill Status: May 20, 2005 Passed both Houses
Indiana
HB 1165
Permits a corporate document to be executed by a registered agent, certified public accountant, or attorney employed by the business entity. Defines as an "other entity" certain business entities that are neither converting nor surviving entities, and establishes a procedure by which an other entity may convert its business form. Sets forth requirements for other business entities to merge. Permits notice of a shareholders' meeting to be transmitted by any class of United States mail if notice of the meeting is posted on the company's web site at least 30 days before the meeting is scheduled to take place.
Full Text available at: http://www.in.gov/legislative/bills/2005/PDF/HE/HE1165.1.pdf
Current Bill Status: Passed as Public Law 178 with and effective date of July 1, 2005
Kansas
HB 2457
Civil procedure; service of process, by return receipt delivery. An act concerning civil procedure; relating to service of process; amending K.S.A. 60-3004 and K.S.A. 2004 supp. 60-304 and 60-2103 and repealing the existing sections.
Full Text available at: http://www.kslegislature.org/bills/2006/2457.pdf
Current Bill Status: May 13, 2005 Approved by Governor
Maryland
HB 958
Corporations and Real Estate Investment Trusts, Requiring a certificate of correction to be executed in the same manner in which the document being corrected is required to be executed at the time of the filing of the certificate of correction; authorizing a corporation to file a certificate of notice for record with the State Department of Assessments and Taxation; specifying the manner in which a certificate of notice must be executed; specifying information that may be described in a certificate of notice.
Full Text available at: http://mlis.state.md.us/2005rs/bills/hb/hb0958t.pdf
Current Bill Status: Signed by the Governor as Chapter 586 on May 26, 2005
Massachusetts
HB 2928
Making certain changes to the Massachusetts Business Corporation Act.
Full Text available at: http://www.mass.gov/legis/bills/house/ht02/ht02928.htm
Current Bill Status: May 16, 2005 Referred To Joint Committee On Economic Development And Emerging Technologies.
Minnesota
HB 767
A bill for an act relating to corporations; recodifying and modernizing the law regulating the formation, structure, and operation of certain corporations; making miscellaneous technical and clarifying changes.
Full Text available at: http://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=S0767.1&session=ls84
Current Bill Status: May 23, 2005 approved as Chapter 69 and effective August 1, 2005
Missouri
HB 678
This bill allows a corporation, through its articles of incorporation or bylaws, to specify that classes or series of its stock will be uncertificated shares. Every holder of uncertificated shares is entitled to receive a statement of holdings as evidence of share ownership. Corporations must, upon request, furnish to holders of uncertificated shares information regarding the voting powers, designations, and preferences, as well as relative, participating, optional, or other special rights of each class of stock. If the remedy provided for in the section outlining the rights of dissenting shareholders is available with respect to a transaction, that remedy is the exclusive remedy for the shareholder unless there is fraud or a lack of authorization for the transaction.
Full Text available at: http://www.house.state.mo.us/bills051/biltxt/truly/HB0678T.HTM
Current Bill Status: May 26, 2005 delivered to Governor.
Ohio
HB 42
Regarding nonprofit corporations. 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
Current Bill Status: Signed by Governor May 18, 2005 effective date 90 days from signing.
Oregon
SB 398
Relating to foreign limited liability companies.
Full Text available at: http://www.leg.state.or.us/05reg/measpdf/sb0300.dir/sb0398.en.pdf
Current Bill Status: May 24, 2005 signed by Speaker
HB 2439
Relating to terms of directors of business corporations; and declaring an emergency.
Full Text available at: http://landru.leg.state.or.us/05reg/measures/hb2400.dir/hb2439.en.html
Current Bill Status: May 25, 2005 signed by Governor and Chaptered as Chapter 92 2005 Laws and Effective May 25, 2005
Texas
HB 1154
Relating to limited liability companies and partnerships.
Full Text available at: LINK
Current Bill Status: Signed by Governor May 17, 2005, effective September 1, 2005
HB 1319
Relating to business entities and associations.
Full Text available at: LINK
Current Bill Status: Signed by Governor May 17, 2005, effective September 1, 2005
HB 1507
Relating to the regulation of corporations; providing a penalty.
Full Text available at: LINK
Current Bill Status: Signed by Governor May 17, 2005, effective September 1, 2005
Previous issues of the NRAI Newsletter may be found
at: http://secure.nrai.com/dynamic_frame.asp?page=research
|
Corporate
Entity Management
A best practice inherent in all successful companies is the use
of leading edge technology solutions. Technology solutions like
NRAI’s Corporate Compliance Manager (CCM) can provide a
proven method of making your company more efficient, effective
and productive in serving both external and internal clients.
CCM is the practical solution for your corporate governance
requirements.
CCM provides a quick, easy and flexible way to manage your
corporate minute books, officer, director, stockholder and stock
information. CCM also integrates entity data with your corporate
tax compliance functions.
Corporate Compliance Manager will help you . . .
- Enhance your
productivity, accuracy and effectiveness by automating
processes and saving time
- Secure and
manage your entity information in one centralized database
- Save time and
effort by retrieving minute book documents and eliminate the
search for paper documents
- Create
comprehensive reports quickly and easily
- Schedule and
Track Corporate Meetings
- Monitor
statutory compliance due dates and avoid regulatory
penalties and hassles
- Comply with
Sarbanes-Oxley in the areas of insider stock/option
activity, records management, and committee tracking
|
Corporate
Compliance Manager’s key elements:
- Track Officers
& Directors
- Shareholder
& Stock Information
- Corporate Minute
Books
- Forms Library
- Historical
Corporate Activity
- Document
Management
- Standard &
Custom Data Sheets / Reports
- Tax/Compliance
Calendar
|
 |
To learn more about NRAI's
Corporate Compliance Manager please call us at 800.550.6724 or
visit www.CorporateComplianceManager.com |
|
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
|
|
|
