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NRAI Compliance Updates - May/June 2008
Greetings,
This month’s legislative update combines May/June activities due to travel schedules. We are still in a busy legislative period but reaching the point where legislation is maturing into passed
bills.
The most interesting bill of this period is Senator Levin’s Senate Bill 2956 which attempts to put beneficial ownership of business entities on state record. Undoubtedly, this will go through a number of amendments before it reaches its final form.
Additionally, there are a number of bills reported which have become law that are worth your attention.
Sincerely,
Robert K. Rowell
General Counsel
New, Pending and Passed
Legislation
Federal Legislation
SB 2956
A bill to ensure that persons who form corporations in the United States disclose the beneficial owners of those corporations, in order to prevent wrongdoers from exploiting United States corporations for criminal gain, to assist law enforcement in detecting, preventing, and punishing terrorism, money laundering, and other misconduct involving United States corporations, and for other purposes.
Full Text available at: frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=110_cong_bills&docid=f:s2956is.txt.pdf
Current Bill Status: May 5, 2008 Referred to Senate committee. Status: Read twice and referred to the Committee on Homeland Security and Governmental Affairs.
California
HB 2944
An act to amend Section 309 of the Corporations Code, relating to corporations relating to duties of Directors.
Full Text available at: http://www.leginfo.ca.gov/pub/07-08/bill/asm/ab_2901-2950/ab_2944_bill_20080506_amended_asm_v97.pdf
Current Bill Status: May 29, 2008 Referred to committee on the Judiciary
Connecticut
SB 440
To update statutes concerning business corporations to reflect recent changes in the Model Business Corporation Act and to keep Connecticut statutes current with corporate statutes in other states.
Full Text available at: http://www.cga.ct.gov/2008/TOB/s/pdf/2008SB-00440-R00-SB.pdf
Current Bill Status: May 2, 2008 referred to House.
Delaware
HB 427
This Bill 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. This section conforms the language of § 17-101(9) of the Act to be consistent with other sections of the Act.
Section 2. This section amends § 17-101(14) of the Act to confirm the intended broad scope of the term trust” as used in the definition of Person”.
Section 3. This section amends § 17-204(a)(1) of the Act to clarify that a certificate of limited partnership domestication and a certificate of conversion to limited partnership may either be signed by all general partners or by any person authorized to sign such certificate on behalf of the non-United States entity or other entity, respectively.
Section 4. This section amends § 17-204(c) of the Act to make changes conforming to the amendment to § 17-204(a)(1) of the Act.
Section 5. This section amends § 17-215(a) of the Act to make changes conforming to the amendment to § 17-204 of the Act.
Section 6. This section amends § 17-217(a) of the Act to make changes conforming to the amendment to § 17-204 of the Act.
Section 7. This section amends § 17-303(b)(8) of the Act to confirm that a limited partner’s involvement in the described activities will not cause a limited partner to be participating in the control of the business of the limited partnership for purposes of subsection (a) of § 17-303.
Section 8. This section provides that the proposed amendments of the Act shall become effective August 1, 2008.
Full Text available at: http://legis.delaware.gov/LIS/lis144.nsf/vwLegislation/HB+427/$file/legis.html?open
Current Bill Status: Jun 12, 2008 - Passed by House of Representatives.
HB 428
This Bill continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (the Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act.
Section 1. This Section amends § 15-101(16) of the Act to confirm the intended broad scope of the term trust” as used in the definition of Person”.
Sections 2, 5, 6 and 7. These Sections amend §§ 15-103(c), 15-201(a), 15-203 and 15-501 of the Act to permit a limited liability partnership to use its statement of qualification rather than a statement of partnership existence to opt-out of the default rules provided for in those subsections.
Section 3. This Section amends § 15-105(c) of the Act to clarify that a certificate of conversion to partnership and a certificate of partnership domestication may be executed either by at least one partner, by one or more authorized persons or by any person authorized to execute such certificate on behalf of the other entity or non-United States entity, respectively.
Section 4. This Section amends § 15-106(c) of the Act to provide that a limited liability partnership that does not file a statement of partnership existence but does file a statement of qualification may receive the benefits of § 15-106(c) of the Act.
Section 8. This Section amends § 15-901(a) of the Act to make changes conforming to the amendment to § 15-105 of the Act.
Section 9. This Section amends § 15-904(a) of the Act to make changes conforming to the amendment to § 15-105 of the Act. Section 10. This Section amends § 15-1001(c)(3) of the Act to clarify the intended meaning of this subsection. Section 11.
This Section provides that the proposed amendments of the Act shall become effective August 1, 2008.
Full Text available at: http://legis.delaware.gov/LIS/lis144.nsf/vwLegislation/HB+428/$file/legis.html?open
Current Bill Status: Jun 12, 2008 - Passed by House of Representatives.
HB 429
This bill continues the practice of amending periodically the Delaware Limited Liability Company 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 § 18-101(12) of the Act to confirm the intended broad scope of the term trust” as used in the definition of Person”.
Sections 2 and 3. These sections amend §§ 18-110 and 18-111 of the Act to provide that the term manager” as used in those sections is defined consistently with the manner in which the term manager” is defined in § 18-109(a) of the Act (Service of process on managers and liquidating trustees).
Section 4. This section amends § 18-204(a) of the Act to clarify that a certificate of conversion to limited liability company or certificate of limited liability company domestication may be executed either by an authorized person of the limited liability company or by any person authorized to execute such certificate on behalf of the other entity or non-United States entity, respectively.
Section 5. This section amends § 18-204(c) of the Act to make changes conforming to the amendment to § 18-204(a) of the Act.
Section 6. This section amends § 18-212(a) of the Act to make changes conforming to the amendment to § 18-204 of the Act.
Section 7. This section amends § 18-212(b)(1) of the Act to make changes conforming to the amendment to § 18-204 of the Act.
Section 8. This section amends § 18-214(a) of the Act to make changes conforming to the amendment to § 18-204 of the Act.
Section 9. This section amends § 18-214(b)(1) of the Act to make changes conforming to the amendment to § 18-204 of the Act.
Section 10. This section provides that the proposed amendments of the Act shall become effective August 1, 2008.
Full Text available at: http://legis.delaware.gov/LIS/lis144.nsf/vwLegislation/HB+429/$file/legis.html?open
Current Bill Status: Jun 12, 2008 - Passed by House of Representatives.
SB 244
Section 1. The Amendment to Section 219(a), Title 8, of the Delaware Code, is to remove any suggestion that the words "examined" and "inspected" were intentionally distinct. Section 2. Section 219(b), Title 8, of the Delaware Code, has been substantially rewritten to eliminate the concept of "willful neglect" and to allocate and specify the burden of proof on an application to compel examination of a list. It replaces the single sanction of ineligibility to stand for election with a grant of broad authority to the Court of Chancery to fashion appropriate relief. Section 3. Section 3 amends § 225(b) to include the corporation itself as a permissible applicant in an action brought under that subsection.
Full Text available at: http://legis.delaware.gov/LIS/lis144.nsf/vwLegislation/SB+244/$file/legis.html?open
Current Bill Status: Jun 12, 2008 - Passed by House of Representatives.
SB 246
Section 1. This Act implements a key recommendation of the Delaware Information Assurance Task Force by modernizing Delaware’s notary public laws. Eighteen states have enacted electronic notarization statutes and the National Association of Secretaries of State has approved national standards and procedures for electronic notarization of documents. Adoption of an electronic notarization statute in Delaware will facilitate electronic commerce and the creation of a trusted, secure and legally enforceable exchange of legal documents designed to protect the public and businesses from fraud and forgery. The Act allows the Governor to appoint resident and non-resident electronic notaries who maintain offices or a regular place of employment in Delaware. The Act allows the Governor to appoint non-resident attorneys at law and non-resident employees of financial services companies licensed in the United States that have demonstrated a reasonable need for permitting their employees to become electronic notaries under Delaware law. This unique feature may, in time, allow for the wide-scale adoption and use of Delaware law for electronic notarization. The Act permits the Secretary of State to adopt a schedule of fees for each electronic notarial act or service thereby creating a potential revenue source for the State. The Act further updates the State’s notary laws by clarifying the identification requirements for persons whose presence and signature is being certified by a notary, clarifying that notaries must affix a photographically reproducible image of the official seal on every document, and increasing the two-year notary commissioning fee from a net $53 to $60 and the four-year commissioning fee from a net $78 to $90. Section 2. The Act takes effect on February 1, 2009 in order to provide the Secretary of State with sufficient time to provide appropriate training to existing Delaware notaries and to establish guidelines, standards and rules effecting electronic notaries.
Full Text available at: http://legis.delaware.gov/LIS/lis144.nsf/vwLegislation/SB+246/$file/legis.html?open
Current Bill Status: June 11, 2008 Out of Committee.
SB 247
Trusts and Estates
Section 1 of the bill provides that a person might be found to be a “slayer” within the meaning of § 2322 of Title 12 notwithstanding the absence of a conviction or plea of guilty or nolo contendere.
Section 2 of the bill incorporates certain provisions previously contained in § 3321 of Title 12.
Sections 3 and 10 of the bill make changes in §§ 3303(b) and 3541(c) of Title 12 that are necessitated by Sections 11 and 12 of the bill.
Section 4 of the bill provides that the provisions of § 3306 of Title 12 are subject to the provisions of § 3303.
Section 5 of the bill adds a new subsection (f) to § 3313 of Title 12 to specify that the section applies to “protectors” as well as “advisers” and to provide a nonexclusive list of the powers that a governing instrument may give a protector.
Section 6 of the bill adds a new § 3314 to Title 12 to prevent a fiduciary from exercising specified powers that would inadvertently subject the trustee to federal gift or estate tax.
Section 7 of the bill adds a new § 3315 to Title 12. Subsection (a) confirms that Delaware discretionary trusts are governed by Section 187 of the Restatement (Second) of Trusts and not by Sections 50 and 60 of the Restatement (Third) of Trusts. Subsection (b) would reinforce the provisions of § 3536(a) by emphasizing that a creditor of a beneficiary cannot compel the trustee of a discretionary interest to make a distribution that would directly or indirectly benefit the creditor. Subsection (b) would further emphasize that, contrary to the comments to Restatement (Second) of Trusts Section 155, the protection from creditors afforded to a beneficiary under § 3536(a) is extended by that provision and is not dependent upon the discretionary nature or extent of the beneficiary’s interest. It is intended that subsection (b), like § 3536(a), be liberally construed in favor of protecting the beneficiary’s interest.
Section 8 of the bill repeals § 3321 of Title 12.
Section 9 of the bill restates § 3536 of Title 12. The section has been amended several times in recent years, and the restated section is intended to provide a more coherent whole.
Section 11 of the bill revises § 3555 of Title 12 so that it now deals exclusively with trusts created for the care of animals living at trustors’ deaths.
Section 12 of the bill adds a new § 3556 to Title 12 to cover trusts for noncharitable purposes other than those covered by § 3555.
Section 13 of the bill makes a technical change in § 3570(11)b7 of Title 12.
Section 14 of the bill amends § 3570(11)b9 of Title 12 to permit the trustor of a trust under the Qualified Dispositions in Trust Act to be reimbursed for taxes payable on the income of the trust on a mandatory as well as a discretionary basis.
Section 15 of the bill, which adds new subsection (d) to § 3585 of Title 12, is intended to provide some ultimate repose for actions against a trustee. It incorporates into Delaware law the corresponding language from § 1005(c) of the Uniform Trust Code (“UTC”), which subsection has been substantially adopted by 18 States and the District of Columbia. Of these 19 jurisdictions, 10 have opted for a shorter limitations period (1-4 years), 7 have retained the five-year limitations period reflected in the UTC, and 2 have imposed a longer limitations period (6 and 10 years, respectively). The bill adopts the UTC’s five-year limitations period.
New subsection (d) applies to cases in which the trustee has failed to report to the beneficiaries or the report did not meet the disclosure requirements of subsection (a). It also applies to beneficiaries who did not receive notice of the report, whether personally or through representation. While the five-year limitations period will normally begin to run on termination of the trust, it can also begin earlier. If a trustee leaves office prior to the termination of the trust, the limitations period for actions against that particular trustee begins to run on the date the trustee leaves office. If a beneficiary receives a final distribution prior to the date the trust terminates, the limitations period for actions by that particular beneficiary begins to run on the date of final distribution. This amendment is not intended to affect any other limitations periods that may otherwise apply to a claim.
Section 16 of the bill amends § 503(a) of Title 25 to confirm that a Delaware noncharitable purpose trust may be perpetual.
Full Text available at: http://legis.delaware.gov/LIS/lis144.nsf/vwLegislation/SB+247/$file/legis.html?open
Current Bill Status: June 10, 2008 - Reported Out of Committee (Economic Development/Banking & Insurance) in House.
Florida
SB 698
Exempts a domestic corporation from the requirement to file articles of merger under certain circumstances. Revises the requirements for general partners with respect to
exercising certain management rights. Provides that the expulsion of a limited partner requires the consent of all of the other limited partners. Revises terms related to qualifications to render professional services, etc
Full Text available at: http://www.flsenate.gov/data/session/2008/Senate/bills/billtext/pdf/s0698c1.pdf
Current Bill Status: April 25, 2008 Placed on Special Order Calendar.
Georgia
SB 436
Business Corporations; voting for directors in publicly traded corporations; change provisions. To amend Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships, and associations, so as to change provisions relating to the corporate code; to provide for certain filing fees for late filing of annual registration, filing of articles of dissolution or intent to dissolve, or application of withdrawal for a business corporation, a nonprofit corporation, a foreign limited liability partnership, a partnership under the "Georgia Revised Uniform Limited Partnership Act," or a limited liability company; to change provisions relating to voting for directors in publicly traded corporations; to provide for a contingency resignation of a director, which may be irrevocable; to change certain provisions relating to vacancies on a board; to change certain provisions relating to amending bylaws by the board of directors or shareholders; to correct cross-references; to change provisions relating to reinstatement of a corporation, nonprofit corporation, or limited liability company after such entity was administratively dissolved; 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/pdf/sb436.pdf
Current Bill Status: May 6, 2008 Signed by Governor as Act 452 and effective July 1, 2008.
Hawaii
HB 3085
Clarifies the law relating to registration and protection of trademarks and names and clarifies how similar trade names are resolved.
Full Text available at: http://www.capitol.hawaii.gov/session2008/Bills/HB3085_SD1_.htm
Current Bill Status: May 23, 2008 Signed by Governor as Act 108.
SB 3006
Makes laws governing corporate dissolution and director's rights consistent. Amends the law to more accurately reflect the administrative procedures of administratively cancelling a limited partnership. Makes provisions regarding the expiration of corporations consistent with other entities. Streamlines and conforms limited liability company law filing requests.
Full Text available at: http://www.capitol.hawaii.gov/session2008/Bills/SB3006_HD2_.htm
Current Bill Status: May 1, 2008 Signed by Governor as Act 054.
Kentucky
HB 258
Create a new section of KRS Chapter 141 to provide that the net gain from treasury function transactions be included in the sales factor of the corporation apportionment formula; make conforming amendments to other sections of KRS Chapter 141; apply to taxable periods beginning after December 31, 2007.
Full Text available at: http://www.lrc.ky.gov/record/08RS/HB258/bill.doc
Current Bill Status: April 9, 2008 Signed by Governor.
Louisiana
SB 150
AN ACT To enact Part XIV-A of Chapter 2 of Title 22 of the Louisiana Revised Statutes of 1950, to be composed of R.S. 22:2090.1 through 2090.26, relative to domestic captive insurance companies; to provide for definitions; to provide for applicability of other provisions; to provide for powers of the commissioner of insurance, including the authority to adopt reasonable regulations; to provide for incorporation and application for a certificate of authority; to provide for financial examinations; to provide for capital and surplus requirements; to provide for suspension or revocation of certificate of authority; to provide for authorized and prohibited lines of insurance; to provide for restrictions on captive insurers operations; to provide for filing of rates and forms; and to provide for related matters.
Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=496508
Current Bill Status: June 12, 2008 Sent to the Governor for Executive approval.
Maryland
SB 556
Altering the circumstances under which a stockholder of a Maryland corporation who objects to specified transactions may demand and receive the fair value of the stockholder's stock; authorizing a stockholder to demand the fair value of stock listed on a national securities exchange under specified circumstances; altering the definition of "beneficial owner" under the Maryland Business Combination Act to exclude, under specified circumstances, a person that holds a revocable proxy from a stockholder.
Full Text available at: http://mlis.state.md.us/2008rs/chapters_noln/Ch_191_sb0556E.pdf
Current Bill Status: April 24, 2008 Approved by the Governor as Chapter 191.
SB 696
A Bill repealing a provision of law requiring a corporation to give specified written notice of the amount, time, and place of payment on subscriptions for stock to each subscriber; repealing a specified provision of law requiring that a call by the board of directors for payment on subscriptions be uniform as to all stock of the same class; clarifying that stockholders of a corporation formed on or after October 1, 1995, do not have specified preemptive rights unless the charter expressly grants the rights; etc.
Current Bill Status: Vetoed by Governor May 22, 2008.
Minnesota
HB 3500
A bill for an act relating to business organizations; proposing technical amendments to the Business Corporations Act, the Limited Liability Company Act, and the Uniform Limited Partnership Act of 2001; authorizing the formation of nonprofit limited liability companies
Full Text available at: https://www.revisor.leg.state.mn.us/bin/bldbill.php?bill=H3500.3.html&session=ls85
Current Bill Status: April 25, 2008 approved by Governor.
Missouri
HB 2246
Decreases the corporate income tax rate to 5.5% and requires the sales factor to be multiplied by three for the purpose of calculating the apportionment of corporate income
Full Text available at: http://www.house.mo.gov/billtracking/bills081/biltxt/intro/HB2246I.htm
Current Bill Status: April 17, 2008 hearing held, Bill in Ways & Means Committee.
Nebraska
LB 907
Change provisions relating to corporations and limited liability companies.
Full Text available at: http://uniweb.legislature.ne.gov/FloorDocs/Current/PDF/Final/LB907.pdf
Current Bill Status: Approved by Governor on April 17, 2008.
New Jersey
HB 2883
Provides that corporate by-laws may allow corporation to eliminate plurality voting for corporate directors.
Full Text available at: http://www.njleg.state.nj.us/2008/Bills/A3000/2883_I1.PDF
Current Bill Status: June 5, 2008 Introduced, Referred to Assembly Commerce and Economic Development Committee.
New York
HB 6884
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=A06884&sh=t
Current Bill Status: May 14, 2008 Amend and Recommit to Corporations, Authorities and Commissions.
HB 11287
Eliminates the requirement that limited liability companies publish their articles of organization and that limited liability partnerships publish their registrations.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A11287&sh=t
Current Bill Status: May 27, 2008 referred to Corporations, Authorities and Commissions Committee.
HB 11360
Allows a professional service limited liability company to be surviving business entity in the case of a merger with a professional service corporation.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A11360&sh=t
Current Bill Status: May 27, 2008 referred to Corporations, Authorities and Commissions Committee.
HB 11376
Requires certificates of incorporation of not-for-profit corporations to include certifications that the initial directors of the corporation shall commit to the inclusion in the corporation bylaws of a conflict of interest policy and a requirement that the directors and officers of the corporation comply with education requirements regarding their fiduciary obligations to the corporation.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A11376&sh=t
Current Bill Status: May 27, 2008 referred to Corporations, Authorities and Commissions Committee.
SB 7350
Provides that by-laws may provide the manner by which directors are elected.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S07350&sh=t
Current Bill Status: May 21, 2008 First report from Corporations, Authorities and Commissions.
SB 7596
Eliminates publication requirements for limited liability companies and limited partnerships.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S07596&sh=t
Current Bill Status: April 16, 2008 Referred to Corporations, Authorities and Commissions Committee.
SB 7731
Requires certificates of incorporation of not-for-profit corporations to include certifications that the initial directors of the corporation shall commit to the inclusion in the corporation bylaws of a conflict of interest policy and a requirement that the directors and officers of the corporation comply with education requirements regarding their fiduciary obligations to the corporation.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S07731&sh=t
Current Bill Status: April 25, 2008 Referred to Corporations, Authorities and Commissions.
SB 7786
Requires any person, corporation or other business entity contracting with the state to submit to the commissioner of labor a list of independent contractors hired by such person, corporation or other business entity; requires that a fee of ten dollars per independent contractor be paid upon the submission of such list; provides that monies from such fees shall be used to fund the prevailing wage enforcement fund to prosecute violations of law relating to the misclassification of independent contractors.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S07786&sh=t
Current Bill Status: April 28, 2008 Referred to Labor Committee.
Ohio
HB 332
Adopt the Uniform Partnership Act to be known as the "Ohio Uniform Partnership Act.
Adopts a version of the Revised Uniform Partnership Act (1997) as new R.C. Chapter 1776. to govern new partnerships effective January 1, 2009, and existing partnerships that elect on and after that date to be governed by the Act and to govern all partnerships effective January 1, 2010. The chapter is cited as the "Ohio Uniform Partnership Act (1997)." Repeals R.C. Chapters 1775., 1777., and 1779. effective January 1, 2010.
Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_332
Current Bill Status: May 7, 2008 Signed by Governor and effective August 6, 2008.
HB 374
Allow original articles of incorporation to eliminate cumulative voting in the election of directors, to remove restrictions for certain corporations regarding the elimination of cumulative voting. To amend sections 1701.04, 1701.24, 1701.55, 1701.58, 1701.591, 1701.69, 1701.70, and 1701.76 of the Revised Code to allow the original articles of incorporation to eliminate cumulative voting in the election of directors, to remove restrictions for certain corporations regarding the elimination of cumulative voting, to exclude from the existing procedures for the sale of all or substantially all of the assets of a corporation the sale of those assets to the corporation's wholly owned subsidiaries, to permit the articles or certain regulations of a corporation to provide for uncertificated shares, and to authorize the directors to amend the articles with respect to series of shares.
Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_374
Current Bill Status: June 10, 2008 passed third consideration in Senate.
Vermont
HB 775
Corporations, partnerships, and associations; limited liability companies; low profit - This bill proposes to provide for the organization of low-profit limited liability companies under Vermont’s corporate code.
Full Text available at: http://www.leg.state.vt.us/docs/legdoc.cfm?URL=/docs/2008/acts/ACT106.HTM
Current Bill Status: April 30, 2008 Signed by Governor as Act 0106.
Virginia
SB 146
Stock and nonstock corporations. Authorizes the State Corporation Commission to correct Commission records at any time to eliminate clerical errors and eliminate filings made by a person without authority to act for the stock or nonstock corporation. The period within which a shareholder is required to file a petition asserting that a certification contains a misstatement of a material fact is increased from 10 to 30 days after the effective date of the certificate. The measure clarifies that actions required to be adopted, as well as actions required to be taken, at a shareholders meeting may be adopted or taken without a meeting if the action is adopted or taken by all of the shareholders entitled to vote. The requirement that a stock corporation give nonvoting shareholders written notice of certain actions not less than 15 days before the action becomes effective is repealed. A provision that allowed an exception to the requirement that, unless otherwise provided in the articles of incorporation, each class of shares be allowed to vote as a separate voting group on a proposed amendment to the articles that would increase or decrease the aggregate number of authorized shares of the class is repealed. Other elements revise provisions relating to the time limit on the commencement of proceedings to enforce a claim against a dissolved corporation, limitations on remedial actions, maintaining records with respect to beneficial owners whose shares are held by a nominee, and proceedings to determine the security to be provided for claims involving a dissolved corporation.
Full Text available at: http://leg1.state.va.us/cgi-bin/legp504.exe?081+ful+CHAP0091
Current Bill Status: March 2, 2008 Approved by Governor-Chapter 91 and effective 7/1/08.
West Virginia
HB 4421
Effective July 1, 2008, the West Virginia Secretary of State will require corporations, nonprofit corporations, and LPs to file annual reports. Currently, LLCs are the only entity that must file annual reports with the Secretary of State.
The annual reports will be due July 1st of each year. (LLCs will still be due April 1st.) Per the State, the Annual Reports will be mailed out in the next 2 weeks. They are not yet available for download or online filing. They hope to have this up soon.
The filing fee is $25.00. The late fee is not yet determined. There is no expedite option.
Current submission options are over the counter, mail and fax. Eventually online filing will be available.
Please note that for entities formed/qualified in 2008, those who filed before May 1, 2008 must file the 2008 annual report. Those filed on or after May 1, 2008 do not have to file until 2009.
Full Text available at: http://www.legis.state.wv.us/Bill_Text_HTML/2008_SESSIONS/RS/BILLS/HB4421%20ENR%20SUB.htm
Current Bill Status: March 25, 2008 Approved by Governor and effective 7/1/08.
For an archive of NRAI Compliance Updates, visit
www.nrai.com and select Research Center.
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