NRAI Compliance Updates - June, 2007


Greetings,

Congress introduced two bills of interest. The first bill, HB 2586 proposes registration of Hedge Funds. The second bill, which has not been assigned a bill number, proposes a new level of taxation aimed at private equity concerns and is quickly becoming known as "The Blackstone Bill."

State legislation of interest and which has been passed includes:

  • Colorado HB 1135 regarding Business Entity Merger and Conversion (effective 7/1/07).
  • Georgia SB 234 regarding Business Entity Conversion (effective immediately).
  • Iowa HB 651 regarding information required in business corporation filings.
  • Maine SB 642 various changes to the Act.
  • Nevada regarding registration for political activities (effective October 1, 2007) and SB 72 adopting the Uniform Limited Partnership Act (effective October 1, 2007).
  • Oregon HB 2090 regarding redaction of SSN information from documents and HB 2826 regarding corporate conduct.
  • Washington regarding plurality voting for directors (effective July 22, 2007).

The year remains active at the State level for changes to business entity requirements and at the Federal level with increased federal regulation for business entities.

Robert K. Rowell
General Counsel


New, Pending and Passed Legislation


Federal Legislation

June 15, 2007, it is reported that Senator Max Baucus (D-MT) and Senator Charles E. Grassley (R-IA) introduced a Bill last night that would treat all publicly traded partnerships that earn a substantial share of their income by managing other individual’s assets as corporations for taxation purposes. Already this is reported in the news as the “Blackstone Bill”. No Bill number or text is available at this writing.

HB 2586

To amend the Investment Advisers Act of 1940 to authorize the Commission to require the registration of hedge fund advisers under that Act.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=110_cong_bills&docid=f:h2586ih.txt.pdf

Current Bill Status: June 6, 2007 Introduced and referred to the House Committee on Financial Services.


Alabama

HB 940

Uniform Limited Partnership Act of 2008, relating to the organization, rights and liabilities, and rules for registration of limited partnerships, established, Chapter 9B of Title 10, repealed. Under existing law, the Alabama Limited Partnership Act of 1997 regulates limited partnerships. This bill would repeal that law and enact the Uniform Limited Partnership Act of 2008. The new act would contain many of the provisions of the old act relating to the organization of limited partnerships, defining the rights and liabilities of both limited and general partners, and providing rules for the registration of limited partnerships in the state of origin. In addition, the new act would expand limited partnerships to include commercial transactions in which participation is long-term and estate planning arrangements. The new act also further limits the potential liability of limited partners and a limited partner's right to disassociate from the partnership, requires the duration of the partnership to be specified in the certificate of limited partnership, allows the use of a limited partner's name in the name of the limited partnership, and reduces the requirements for dissolution of the limited partnership. 

Full Text available at: http://alisdb.legislature.state.al.us/acas/ACASLogin.asp and search for HB940

Current Bill Status: May 17, 2007 read first time and referred to Judiciary Committee.


Alaska

SB 141

An Act relating to limited liability companies. This legislation amends various provisions of AS 10.50, Alaska Revised Limited Liability Company Act, adding specifications for professional services and articles of organization.

Full Text available at: http://www.legis.state.ak.us/basis/get_bill_text.asp?hsid=SB0141Z&session=25

Current Bill Status: May 13, 2007 awaiting transmission to Governor.


Colorado

HB 1135


Business Entity Merger & Conversion.

The bill makes several changes to laws governing business structures. Specifically, the bill:
• clarifies existing law related to consolidations for businesses operating as cooperatives
and for mergers and conversions of businesses in general;
• expands the definition of "principal address" to include business locations other than an
office;
• states that a member of a limited liability company ceases membership in the company
upon assignment or transfer of the member's interests; and
• defines a "reporting limited partnership," and allows limited partnerships to file annual
reports with the Secretary of State.

The bill simply changes various business reporting requirements and modifies certain
business practices. As such, it is assessed as having no fiscal impact. The bill is effective upon signature of the Governor and shall apply to certain business procedures on and after July 1, 2007.

Full Text available at: LINK 

Current Bill Status: Signed by Governor March 26, 2007 and effective July 1, 2007


Delaware

HB 160

An Act to amend title 8 of the Delaware Code relating to the General Corporation Law.

Section 1. The amendment to § 141(d) clarifies that when a provision of the certificate of incorporation endows some directors with greater or lesser voting power than other directors, that differentiation of voting power applies both in voting by the board of directors and in voting by committees of the board and in subcommittees, unless otherwise provided in the certificate of incorporation or bylaws.

Section 2. This amendment revises the specifications regarding the application of § 203, in order to accommodate ongoing changes in the structure and identification of securities trading markets, including recent changes in the configuration and status of securities trading markets administered by The NASDAQ Stock Market, Inc.

Section 3. The amendment to § 216(4) clarifies that, unless otherwise provided in the certificate of incorporation or the bylaws, a plurality vote (and not a majority of the quorum) is the vote required to elect directors where one or more classes or series of stock votes as a separate class or series on the election of directors.

Sections 4 through 9. The amendments to § 251 and § 255 eliminate the requirement that an agreement of merger or consolidation include a certification by the secretary or assistant secretary of the corporation that the agreement has been adopted by the requisite vote of the stockholders or members, as applicable, or otherwise approved in accordance with § 251 without a vote of the stockholders, if a certificate of merger or consolidation is filed in lieu of filing the agreement. The certification requirement for a Delaware corporation is also eliminated from § § 252, 254, 256, 257, 258, 263 and 264 by virtue of the cross-references to § 251 and § 255. Any certification required under other applicable law is not affected by the amendments to § 251 and § 255.

Section 10. The amendment to § 258(b) clarifies that the agreement of merger or consolidation must also be certified by each of the constituent foreign corporations in accordance with the laws under which each was formed.

Sections 11-12. These amendments revise the specifications regarding the application of § 262 and the availability of appraisal rights, in order to accommodate ongoing changes in the structure and identification of securities trading markets, including recent changes in the configuration and status of securities trading markets administered by The National Association of Securities Dealers, Inc.

Sections 13 and 16. The amendment to § 262(k) and an amendment to § 262(e) clarify the right of a stockholder who has demanded appraisal to withdraw that demand and receive the merger consideration at any time within 60 days after the effective date of the merger, even if a petition for appraisal has been filed, as long as that stockholder has not filed such a petition or otherwise joined the proceeding as a named party. Another amendment to § 262(e) enables beneficial holders of shares of stock held in street name to (i) file petitions for appraisal, and (ii) request a statement of shares with respect to which demands for appraisal have been received, in their own name rather than in the name of the stockholder of record.

Sections 14 and 15. These Sections amend the approach to awarding interest in appraisal proceedings, principally by establishing a presumption that interest is to be awarded for the period from the effective date of the merger until the date of payment of judgment, compounded quarterly and accruing at the rate of 5% over the Federal Reserve discount rate, giving effect to any variation in that rate during that period. The Court of Chancery may depart from this presumptive approach for good cause, in order, for example, to avoid an inequitable result such as rewarding, or insufficiently compensating for, improper delay of the proceeding or unreasonable or bad faith assertion of valuation claims. The amendments to § 262(h) also clarify that the Court of Chancery in appraisal proceedings does not determine the fair value of shares on its own initiative, and that appraisal proceedings are adversary proceedings to be litigated in accordance with generally applicable rules of the Court of Chancery.

Section 17. The amendment describes the effective time for the amendments.

Full Text available at: http://www.legis.state.de.us/LIS/lis144.nsf/vwLegislation/HB+160/$file/legis.html?open

Current Bill Status: May 17, 2007 Reported Out of Committee (JUDICIARY) in House with 7 On Its Merits.

SB 98

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.

This bill continues the practice of amending periodically the Delaware Revised Uniform 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. This section amends § 15-101(2) of the Act to make a technical change.
Section 2. This section amends § 15-101(10) of the Act to clarify the intended meaning of this subsection.
Section 3. This section amends § 15-103(b) of the Act to provide that the prohibition against a partnership’s having power to issue a certificate of partnership interest in bearer form, under new § 15-503(h), is not subject to contractual variation.
Section 4. This section amends § 15-105(d) of the Act to make technical changes and to confirm that a certificate of good standing shall not be issued for a domestic partnership if its statement of partnership existence is cancelled.
Section 5. This section amends § 15-111(a)(2) of the Act to confirm that the business office of a partnership’s registered agent shall be identical to the registered office of the partnership in the State of Delaware.
Section 6. This section amends § 15-111(d) of the Act to make a technical change.
Section 7. This section amends § 15-111(i)(4)b. of the Act to make technical changes.
Section 8. This section amends § 15-120 of the Act to make a technical change.
Section 9. This section amends § 15-201(b) of the Act to clarify the intended meaning of this subsection.
Section 10. This section amends § 15-503(h) of the Act to provide that a partnership shall not have the power to issue a certificate of partnership interest in bearer form.
Section 11. This section amends § 15-901(h) of the Act to delete the requirement for obtaining the approval of all persons who will be partners in connection with a conversion of an other entity to a Delaware general partnership, where the continuing partnership will be a limited liability partnership.
Section 12. This section amends § 15-902(a) of the Act to confirm the flexibility that exists under § 15-902.
Section 13. This section amends § 15-902(h) of the Act to confirm that a merger or consolidation of a domestic partnership does not constitute a dissolution of such partnership unless otherwise agreed.
Sections 14, 15, and 19. Sections 14, 15, and 19 amend §§ 15-902, 15-903, and 15-905 of the Act by inserting new subsections that confirm the ability to provide in the partnership agreement that a domestic partnership does not have power to merge or consolidate under § 15-902 of the Act, transfer, domesticate or continue under § 15-905 of the Act, or convert under § 15-903 of the Act. These amendments are not intended to imply that the partnership agreement may not deny other powers to the domestic partnership.
Section 16. This section amends § 15-904(g) of the Act to delete the requirement for obtaining the approval of all persons who will be partners in connection with a domestication of a non-United States entity to a Delaware general partnership, where the continuing partnership will be a limited liability partnership.
Section 17. This section amends the heading of § 15-905 to make a technical change.
Section 18. This section amends § 15-905(g) of the Act to make a technical change.
Section 20. This section amends § 15-1003(c) of the Act to confirm that a certificate of good standing shall not be issued for a limited liability partnership or foreign limited liability partnership that has not filed an annual report and paid the required filing fee or if its statement of qualification or statement of foreign qualification is canceled or revoked (although a certificate of good standing may be issued for a domestic partnership if its statement of partnership existence is not cancelled), and to make technical changes.
Section 21. This section amends § 15-1209(a) of the Act to make a technical change.
Section 22. This section provides that the proposed amendments of the Act shall become effective August 1, 2007.

Full Text available at: http://www.legis.state.de.us/LIS/lis144.nsf/vwLegislation/SB+98/$file/legis.html?open

Current Bill Status: June 12, 2007 - Reported Out of Committee (JUDICIARY) in House with 5 On Its Merits.


Georgia

SB 234

To amend Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships, and associations, so as to provide for the Secretary of State to collect a filing fee for certificates of conversion filed when a Georgia corporation, Georgia limited partnership, or Georgia limited liability company converts to a foreign corporation, foreign limited partnership, or foreign limited liability company, respectively; to provide that a certificate of conversion be filed with the Secretary of State to evidence a conversion; to allow a copy of a certificate of conversion be filed with the clerk of the superior court in any county in which a converting entity owns property; to provide for related matters; to repeal conflicting laws; and for other purposes. 

Full Text available at: http://www.legis.state.ga.us/legis/2007_08/fulltext/sb234.htm

Current Bill Status: May 24, 2007 Signed by Governor as Act 242 and effective immediately.


Illinois

HB 1146

Amends the General Not For Profit Corporation Act of 1986. Limits the liability of a volunteer board member serving without compensation, other than reimbursement for actual expenses, for damages resulting from any action of the executive director concerning the false reporting of or intentional tampering with financial records of the organization, where the actions of the executive director result in legal action. 

Full Text available at: http://www.ilga.gov/legislation/95/HB/PDF/09500HB1146lv.pdf

Current Bill Status: May 24, 2007 passed both Houses.

SB 368

Amends the Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, and the Limited Liability Company Act. Provides guidelines for electronic filing of documents or reports. Amends the Professional Service Corporation Act. Permits a professional corporation to merge with a domestic limited liability company to render the same specific professional service or related professional services. Prohibits the merger of a professional corporation with a foreign limited liability company. Further amends the Limited Liability Company Act. Provides that, if a foreign limited liability company has adopted an assumed name, the name of the series with limited liability must contain the entire name under which the foreign limited liability company has been admitted to transact business in this State. Amends the Uniform Partnership Act (1997). Requires the Secretary of State to file a renewal statement report if the report complies with the requirements of the Act and, if it does not comply, to promptly return it to the limited liability partnership for any necessary corrections. Provides that, in the case of a non-conforming statement report, the expiration of the original or renewal statement will not occur if the limited liability partnership makes the necessary corrections and returns the report to the Secretary of State within 30 days of the date that the report was returned to the partnership for corrections. Amends the Uniform Limited Partnership Act (2001). Prohibits the name of a limited partnership from containing any of the listed terms. Sets out penalties for a limited partnership or foreign limited partnership that fails to designate and continuously maintain an agent for service of process, fails to file its annual report or pay the requisite fee, or fails to provide its Federal Employer Identification Number within the required time period. Makes other changes. Effective July 1, 2007. 

Full Text available at: http://www.ilga.gov/legislation/95/SB/PDF/09500SB0368lv.pdf

Current Bill Status: May 28, 2007 passed both Houses.

SB 1435

Amends the Business Corporation Act of 1983 and the General Not For Profit Corporation Act of 1986. Provides that the Secretary of State shall not allow another corporation to use the name of a domestic corporation that has been administratively dissolved until the end of the 3-year reinstatement period. Provides that if the domestic corporation that has been administratively dissolved is reinstated within the 3-year period of reinstatement, the domestic corporation shall continue under its previous name without impacting its continuous legal status, unless the corporation petitions to change its name upon reinstatement. Effective immediately.

Full Text available at: http://www.ilga.gov/legislation/95/SB/PDF/09500SB1435lv.pdf

Current Bill Status: May 31, 2007 passed both Houses.


Iowa

HB 651

A bill for an act relating to business corporations, by providing for information required to be filed with the secretary of state and providing for shares and instruments associated with such corporations. (Formerly HSB 76)

Full Text available at: http://coolice.legis.state.ia.us/Legislation/82ndGA//enrolled/HF651.html

Current Bill Status: Signed by Governor May 9, 2007 


Maine

HB 1292

An Act To Enact the Model Registered Agents Act and Amend Entity Acts To Rationalize Annual Filings.

Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280025000&LD=1853&Type=1&SessionID=7

Current Bill Status: June 12, 2007 Passed to be Enacted.

SB 642

An Act to amend the laws relating to Corporations, Limited Partnerships, Limited Liability Companies and Limited Liability Partnerships.

Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280024759&LD=1806&Type=1&SessionID=7

Current Bill Status: Signed by Governor June 5, 2007 as Public Law Chapter 231.


Michigan

HB 4866

A bill to amend 1972 PA 284, entitled "Business corporation act," by amending section 1060 (MCL 450.2060), as amended by 2003 PA 106 relating to filing fees

Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/billintroduced/House/pdf/2007-HIB-4866.pdf

Current Bill Status: May 29, 2007 referred to Committee on Appropriations.


Missouri

HB 431

This bill authorizes the automatic dissolution of a limited liability company (LLC) after the withdrawal of the last remaining member unless there is an agreement by the personal representative of the last remaining member to continue the company or if there is another member added within 90 days of the withdrawal of the last remaining member. Currently, an LLC is dissolved upon the written consent of all members, when there are no remaining members, or upon the occurrence of a condition in the operating agreement or articles of incorporation of the LLC. The bill revises the definition of "issuing public corporation" in the general provisions for business corporations in Section 351.015, RSMo, and defines "domestic corporation" as a corporation incorporated under Missouri laws in the merger and consolidation provisions in Section 351.459.

Full text available at: http://www.house.mo.gov/bills071/biltxt/truly/HB0431T.HTM

Current Bill Status: May 25, 2007 sent to Governor.


New Jersey

HB 4187

Decreases corporation business tax minimum tax rates for new businesses and exempts certain small new businesses from payment of minimum tax. 

Full Text available at: http://www.njleg.state.nj.us/2006/Bills/A4500/4187_I1.HTM

Current Bill Status: May 14, 2007 Introduced, Referred to Assembly Commerce and Economic Development Committee.


New York

AB 8948

Relates to the name and address of limited liability companies; provides that a
post office box is not an acceptable address; the address shall be for each
member's dwelling place or actual place of business.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A08948&sh=t

Current Bill Status: June 6, 2007 referred to Corporations, Authorities and Commissions.


Nevada

HB 80

AN ACT relating to elections; requiring certain business entities to register with and provide certain identifying information to the Secretary of State before engaging in certain political activities; requiring the Secretary of State to make such information available on his Internet website; requiring certain business entities that make expenditures on behalf of a candidate or group of candidates or who advocate the passage or defeat of a question or group of questions on a ballot to file certain campaign finance reports; providing a civil penalty; and providing other matters properly relating thereto. 

Full Text available at: http://leg.state.nv.us/74th/Bills/AB/AB80_EN.pdf

Current Bill Status: June 1, 2007 Approved by the Governor as Chapter 267 Effective October 1, 2007.

SB 72

AN ACT relating to business entities; adopting the Uniform Limited Partnership Act (2001) and providing for its applicability on a voluntary basis; and providing other matters properly relating thereto.

Full Text available at: http://leg.state.nv.us/74th/Bills/SB/SB72_EN.pdf

Current Bill Status: May 29, 2007 Approved by the Governor as Chapter 146 effective October 1, 2007.

SB 242

An Act relating to business entities; enacting the Model Registered Agents Act; revising the provisions relating to the maintenance of a corporation’s records at its registered office; establishing provisions relating to the judgment and execution of a stockholder’s stock; requiring registered agents to verify certain information concerning the entities represented in certain circumstances; prohibiting registered agents from performing financial transactions in certain circumstances; and providing other matters properly relating thereto. 

Full Text available at: http://leg.state.nv.us/74th/Bills/SB/SB242_EN.pdf

Current Bill Status: May 3, 2007 Enrolled and delivered to Governor.


New York

AB 8528

An act to amend the not-for-profit corporation law, in relation to contracts entered into between corporations and its affiliates, directors or officers, and repealing section 715 of such law relating thereto.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A08528&sh=t

Current Bill Status: June 12, 2007 reported and referred to Codes Committee


Ohio

HB 134

To amend sections 1701.55, 1701.782, 1701.792, 1705.21, and 1775.14 of the Revised Code to modify corporation law relating to the election of directors and to conform conversion provisions of Chapter 1701. of the Revised Code with parallel provisions in Chapters 1705., 1775., and 1782. of the Revised Code. 
• Authorizes alternative standards for the election of directors of business corporations.
• Requires that conversions of domestic corporations into other business entities and conversions of other business entities into domestic corporations be permitted by the Revised Code chapter or by the laws under which the converting entities will exist.
• Allows a limited liability company to provide in its operating agreement or its articles of organization for the exercise of the rights of a member who dies or becomes incompetent for the purpose of settling the member's estate or administering the member's property.
• Extends the shield of a member of a registered limited liability partnership from personal liability for obligations of the partnership or other partners.
• Validates meetings and votes of nonprofit corporations held by authorized telecommunications equipment on and after August 19, 2005.
Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_134

Current Bill Status: June 6, 2007 Passed by House.

HB 232

To amend section 111.16 and to enact sections 1770.01 to 1770.17, 1770.20 to 1770.46, 1770.50 to 1770.56, 1770.60 to 1770.65, 1770.70 to 1770.72, 1770.80 to 1770.86, and 1770.99 of the Revised Code to authorize the establishment of a new form of cooperative business entity in this state. 

Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_232

Current Bill Status: Introduced May 22, 2007.


Oregon

HB 2090

This Act: 
1. Prohibits Secretary of State from disclosing Social
Security numbers, federal employer identification numbers and
taxpayer identification numbers provided in certain documents
filed with Secretary of State. 

2. Authorizes Secretary of State to refuse to file certain
documents if documents contain Social Security number, state
identification number, driver license number, credit card or
debit card number or account number that has not been
redacted.

3. Deletes requirement that certain documents filed with Secretary
of State contain Social Security numbers, federal employer
identification numbers and taxpayer identification numbers.

4. Modifies provisions relating to authentication of
financing statements required to register security interest in
farm product.

5. Directs Secretary of State to devise system for establishing
unique identifiers for persons filing statements under central
filing system for farm products. Directs Secretary of State to
seek approval of system from Secretary of United States
Department of Agriculture.
Declares emergency, effective on passage.

Full Test available at: http://www.leg.state.or.us/07reg/measures/hb2000.dir/hb2090.a.html

Current Bill Status: May 31, 2007 Signed by Governor.

HB 2826

Relating to Corporations. Allows articles of incorporation delivered for filing to office
of Secretary of State to contain provision authorizing or directing corporation to conduct business in environmentally and socially responsible manner. Declares emergency, effective on passage.

Full Text available at: http://landru.leg.state.or.us/07reg/measures/hb2800.dir/hb2826.en.html

Current Bill Status: May 24, 2007 Signed by President.


Pennsylvania

HB 1337

Amending Titles 15 (Corporations and Unincorporated Associations) and 54 (Names) of the Pennsylvania Consolidated Statutes, defining "official notice"; providing for official notice requiring the Department of State to establish a certain Internet website; further providing for advertisements by domestic business corporations, by foreign business corporations, domestic nonprofit corporations, foreign nonprofit corporations, domestic cooperative corporation ancillaries, limited partnerships, foreign limited partnerships and limited liability companies and for fictitious name registration; and making an editorial change. 

Full Text available at: http://www.legis.state.pa.us/CFDOCS/Legis/PN/Public/btCheck.cfm?txtType=PDF&sessYr=2007&sessInd=0&billBody=H&billTyp=B&billNbr=1337&pn=1679

Current Bill Status: May 24, 2007 referred to Commerce Committee.


Texas

HR 2813

Recognizing October 23, 2007, and October 23, 2008, as Texas Paralegal Day.

Full Text available at: http://www.capitol.state.tx.us/tlodocs/80R/billtext/html/HR02813F.htm

Current Bill Status: Adopted by the House on May 26, 2007.

HB 1737/ SB 854

Relating to business entities and associations. H.B. 1737 makes both technical and substantive amendments to the Code. The technical amendments (1) correct errors in the Code, (2) clarify certain provisions of the Code, (3) fill gaps in coverage of certain provisions of the Code, (4) clarify the transition rules for electing to be governed by the Code’s provisions versus the provisions of prior law, (5) eliminate certain redundant or antiquated provisions, and (6) conform the language of the Code to the language of its source statutes in certain instances where the Code’s language unintentionally deviated.

Substantive amendments that would be effected by this Bill include the following, with the affected section of the Bill in parenthetical: (a) enhanced flexibility for partnerships by creating new rights to cancel events requiring winding up when there are no limited partners, when all or substantially all assets have been sold and upon a request of a partner; (b) enhanced flexibility for nonprofit corporations by eliminating strict requirements for delivery of non-unanimous consents of directors and for setting a new record date for adjournment of a meeting of members; (c) additional logical information requirements for certificates of merger, conversion and exchange; (d) elimination of an outmoded statement required for a certificate of formation of a professional association; (e) addition of express authority for corporate director resignations that are irrevocable or take effect on a later date or specified event; and (f) enhanced flexibility for limited liability companies by creating a new right to cancel an event requiring winding up arising from the termination of membership of a company’s last remaining member.

Full Text available at: http://www.capitol.state.tx.us/tlodocs/80R/billtext/html/HB01737F.htm

Current Bill Status: May 26, 2007 Sent to Governor.


Washington

HB 1041

Modifying plurality voting for directors. AN ACT Relating to plurality voting for directors; amending RCW 23B.08.030, 23B.08.050, 23B.08.070, 23B.08.100, and 23B.10.200; adding a new section to chapter 23B.10 RCW; and adding a new section to chapter 23B.07 RCW. 

Full Text available at: http://www.leg.wa.gov/pub/billinfo/2007-08/Pdf/Bills/Session%20Law%202007/1041-S.SL.pdf

Current Bill Status: Approved as Chapter 467, Laws of 2007, Effective July 22, 2007.




For an archive of NRAI Compliance Updates, visit www.nrai.com and select Research Center.


Uniform Commercial Code (UCC) Fee Increase


Effective August 1, 2007, the State of Delaware will increase UCC filing and expedited fees as follows: 

The fee for filing and indexing a UCC document of one to four pages communicated on paper or in a paper-based format (including faxes) will increase to $75.00. If there are additional pages, the fee is $2.00 per page. There shall be a fee of $25.00 for each additional name to be indexed when there are more than two debtor-names on the financing statement. 
The fee for Two Hour expedited service will increase to $200, the Same Day fee will increase to $100 and the 24-Hour fee will increase to $50. 




 



Continuing to build upon its commitment to provide innovative and useful services for its clients, National Registered Agents, Inc. is pleased to announce the release of OneQuery™, for Corporate and UCC search services. The service allows you to tailor search results for corporation information by all states, some states or a single state with just OneQuery™. Selections include corporation name, corporation state ID or corporation name clearance. OneQuery™ also performs searches for UCC information. UCC OneQuery™ provides searching based on one or more states by Debtor Name, UCC Filing Number or Debtor Organization. Results are delivered in seconds. NRAI's OneQuery™ replaces the old OneSearch Plus service. Users of OneSearch Plus can utilize their same User ID and password for OneQuery™. Located in the Client Services section, look for OneQuery™ under the Filing/Search Services link.

Get the information you need easily and speedily. Users can pay on a per query basis of $5 each or sign up for a monthly subscription plan for $250. Please note that a few states implement a surcharge for searching this information. A list of these states with surcharges is located on the search page for your review. Look for the State Surcharges reference box.

For details on OneQuery™ contact your account representative, corporate service office or NRAI customer service at 800-550-6724.

 



About NRAI

With Registered Agent offices in all 50 states, the District of Columbia and foreign jurisdictions for more than 100,000 entities, NRAI is a trusted expert in its industry.  Since 1995, NRAI has handled hundreds of thousands of service of process documents for companies large and small.  Through its innovative and private Client Services portal, NRAI provides easy to use online tools to assist clients with ongoing records management and compliance requirements. With corporate service offices across the country, NRAI also handles a wide range of corporate service transactions from entity formation to UCC searches. Its experienced corporate service specialists can handle any transaction from simple to complex. For more information about First Serve™, CCM Corporate Compliance Manager™, OneQuery™, Independent Director services or nationwide corporate transactions, visit www.nrai.com or call 800-550-6724.
 

Copyright © 2007 National Registered Agents, Inc. All Rights Reserved.