National Registered Agents, Inc.
NRAI Compliance Updates
 
June 2009
Greetings,

In a sign of pending or already commencing summer recesses, 17 of the 21 Bills reported below have become law.

Maine is looking into LC3's (Low Profit Limited Liability Companies). Originally a Bill to allow these companies was proposed, but instead it was turned into a Resolution to investigate the concept.

On the Federal level, S. 569, "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" sponsored by Senator Carl Levin is set for a hearing on June 18, 2009, in front of the Senate Committee of Homeland Security.

Robert K. Rowell
General Counsel
Alabama


SB 87
An Act, Relating to limited partnerships to repeal Chapter 9B of Title 10 of the Code of Alabama 1975, and to add the Alabama Uniform Limited Partnership Act of 2010, as a new Chapter 9C of Title 10 of the Code of Alabama 1975.

Full Text is not currently available.


Current Bill Status: May 21, 2009, signed by the Governor.


SB 404
An Act, to amend Sections 10-2B-16.20 and 10-2B-7.22, Code of Alabama 1975, to provide that a corporation would provide a financial statement to a shareholder if the shareholder requests the statement; and to provide for voting of a shareholder's shares by a shareholder by electronic means, including the Internet.

Full Text is not currently available.

Current Bill Status: May 21, 2009, signed by the Governor.



Colorado
HB 1248
Concerning the modification of laws applicable to the conduct of business in Colorado, and, in connection therewith, modifying the requirements of Title 7 of the Colorado Revised Statutes applicable to documents filed with the Secretary of State, partnership law and the requirements for boards of directors of nonprofit corporations to take action without a meeting, and making an appropriation.

Full Text available at: http://www.leg.state.co.us/clics/clics2009a/csl.nsf/fsbillcont3/858653339661FA788725753C005CD459?open&file=1248_enr.pdf

Current Bill Status: May 14, 2009, signed by the Governor.


Connecticut
HB 6640
To increase the monthly penalty levied by the Secretary of the State upon a foreign corporation, limited partnership, limited liability company, registered limited liability partnership or statutory trust that transacts business or conducts affairs in this state without a certificate of authority or registration.

Full Text available at: http://www.cga.ct.gov/2009/ACT/PA/2009PA-00083-R00HB-06640-PA.htm

Current Bill Status: June 2, 2009, signed by Governor as Public Act 09-83.

HB 6643
To revise the date that a resignation of the statutory agent for service of process for certain business entities becomes effective, provide for the revocation of the authority to transact business in this state of a foreign business entity that does not have an agent for service of process and revise definitions applicable to partnerships, limited partnerships, limited liability companies and statutory trusts.

Full Text available at: http://www.cga.ct.gov/2009/ACT/PA/2009PA-00038-R00HB-06643-PA.htm

Current Bill Status: May 20, 2009, signed by the Governor as Public Act 09-38.


Delaware
SB 43
Eliminates the need for duplicative mailings of process where the residence or last known address of the director, trustee, member or officer is the same as the address of the corporation's principal place of business and provides for an effective date of August 1, 2009.

Full Text is not currently available.

Current bill Status: May 14, 2009, signed into law by the Governor.


Maine
HB 884
A Resolve to study the concept of Low-profit Limited Liability Companies.

Full Text available at: http://www.mainelegislature.org/legis/bills/bills_124th/chappdfs/RESOLVE97.pdf

Current Bill Status: June 8, 2009, signed by the Governor as Chapter 97.

SB 169
An Act to amend the Limited Liability Company Laws concerning management standards.

Full Text available at: http://www.mainelegislature.org/legis/bills/bills_124th/chappdfs/PUBLIC164.pdf

Current Bill Status: May 19, 2009, signed by the Governor as Public Law 164.


Maryland
SB 626
Repealing the requirement that the original or a certified copy of the bylaws of a corporation, including amendments, be kept at the corporation's principal office; authorizing a corporation to eliminate fractional shares of stock by rounding up, but not down, to a full share; increasing the amount of the aggregate net asset value of shares that a corporation may redeem from a stockholder under specified circumstances; authorizing a corporation to make distributions from net earnings under specified circumstances.

Full Text available at: http://mlis.state.md.us/2009rs/bills/sb/sb0626e.pdf

Current Bill Status: May 7, 2009, signed by the Governor as Chapter 295.


Missouri
SB 217
Shareholders and proxyholders may participate and vote in shareholders meetings by remote communication if authorized by the board of directors. The corporation shall attempt to reasonably verify that each remote participant is an actual shareholder or proxyholder. Remote participants shall be provided an opportunity to read or hear the proceedings of the meeting substantially concurrently with the actual proceeding, vote, and otherwise participate in the meeting. When a remote participant votes or takes other action, a record of the vote or action shall be retained by the corporation. The secretaries of limited liability companies and limited partnerships shall have the power to administratively cancel an articles of organization or certificate of limited partnership if the entities duration expires as stated in the articles or certificate. Secretaries also have the power to rescind the cancellation and reinstate the articles or certificate.

Full Text available at: http://www.senate.mo.gov/09info/pdf-bill/tat/SB217.pdf

Current Bill Status: May 29, 2009, delivered to the Governor.

SB 224
This act repeals a provision barring a for profit corporation from changing the name of an incorporator in an amended articles of incorporation. After an amendment of the articles of incorporation, the restated articles of incorporation for profit and nonprofit corporations may omit the names of the original incorporators, the names and addresses of the initial board of directors, and any provisions contained in any amendment to the articles as were necessary to effect some change in the stock of the corporation, if the change has become effective.

Full Text available at: http://www.senate.mo.gov/09info/pdf-bill/tat/SB224.pdf

Current Bill Status: May 29, 2009, delivered to the Governor.

SB 294
Under the act, corporate names shall only be reserved for 180 days.

Full Text available at: http://www.senate.mo.gov/09info/pdf-bill/tat/SB294.pdf

Current Bill Status: May 29, 2009, delivered to the 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 21, 2009, referred to Banking, Commerce and Insurance Committee.

LR 147
Interim study to determine whether Nebraska should enact the Revised Uniform Limited Liability Company Act.

Full Text available at: http://www.nebraskalegislature.gov/FloorDocs/Current/PDF/Intro/LR147.pdf

Current Bill Status: May 21, 2009, referred to Banking, Commerce and Insurance Committee.

LB 528
Authorize electronic transmissions as a means of notice, delivery and appointment under the Business Corporation Act.

Full Text available at: http://nebraskalegislature.gov/FloorDocs/Current/PDF/Slip/LB528.pdf

Current Bill Status: May 26, 2009, signed by Governor.


Nevada
SB 169
An Act relating to nonprofit associations; adopting the Revised Uniform Unincorporated Nonprofit Association Act of 2008; and providing other matters properly relating thereto.

Full Text available at: http://leg.state.nv.us/75th2009/Bills/SB/SB169_EN.pdf

Current Bill Status: May 22, 2009, signed by the Governor as Chapter 189 effective October 1, 2009.

SB 350
An Act relating to business associations; clarifying that an attorney who is a registered agent is not required to report certain privileged information under certain circumstances; increasing the fine imposed on certain foreign business entities that transact business in this State without qualifying to do business in this State; imposing a fine on persons purporting to do business in this State as a business entity without legally forming that entity; making various technical corrections to various provisions relating to business associations; revising the provisions relating to dissenters' rights; revising the provisions relating to the maintenance of certain lists by certain business associations; revising the provisions relating to the proper venue for the posting of certain notices and the filing of certain actions and for certain other purposes; establishing provisions relating to restricted limited-liability companies and restricted limited partnerships; making various other changes to the provisions relating to business associations; and providing other matters properly relating thereto.

Full Text available at: http://leg.state.nv.us/75th2009/Bills/SB/SB350_EN.pdf

Current Bill Status: May 29, 2009, signed by Governor as Chapter 189 effective October 1, 2009.


New York
A 8473
Relates to the dissolution and the restraint of doing business in the state when a corporation, incorporated or foreign, has been convicted of more than three felonies.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A08473&sh=t

Current Bill Status: May 21, 2009, referred to Corporations, Authorities and Commissions Committee.


Oregon
SB 558
Relating to commercial transactions governed by the Uniform Commercial Code.

Full Text available at: http://www.leg.state.or.us/09reg/measpdf/sb0500.dir/sb0558.a.pdf

Current Bill Status: May 26, 2009, signed by the Governor as Chapter 181, 2009 Laws effective January 1, 2010.


Washington
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 is not currently available.

Current Bill Status: May 11, 2009, signed by the Governor as Chapter 437, 2009 Laws, effective July 27, 2009.


West Virginia
HB 3194
An Act to amend the Code of West Virginia, 1931, as amended, by adding thereto a new section, designated §31B-1-114, relating to the creation of a criminal penalty for knowingly filing materially false information regarding a limited liability company with the Secretary of State.

Full Text available at: http://www.legis.state.wv.us/Bill_Status/bills_text.cfm?billdoc=HB3194%20ENR%20SUB%202.htm&yr=2009&sesstype=RS&i=3194

Current Bill Status: June 5, 2009, signed by the Governor as Chapter 196, Acts, 2009.
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