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NRAI Compliance Updates - July,
2005
Hello All,
A short mid-summer's report this month... Most legislature's are out on recess and much of the information below is late June reports. Florida passed a bill allowing conversions between business entity types. This type of law is becoming much more common and is also the subject of a national drafting committee to
standardize entity conversions.
Have a good Summer.
Robert K. Rowell
General Counsel
New, Pending and Passed Legislation
Delaware
Current issue (July 1, 2005) of Delaware Register of Regulations available at:
http://www.legis.state.de.us/LIS/Register.NSF/vwRegisters/91/$file/July2005.pdf?openelement
SB 85
An act to amend chapter 15, 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.
Section 1. This section amends § 15-101(8) of the Act to confirm that a limited liability partnership under the Act refers to a domestic partnership.
Section 2. This section amends § 15-101(12) of the Act to confirm that a partner of a partnership and a transferee of an economic interest are bound by the partnership agreement.
Section 3. This section amends § 15-306(d) of the Act to confirm the application of this section only to the practice of law in Delaware.
Section 4. This section amends the Act to add a new § 15-409 of the Act to clarify the circumstances under which partners and liquidating trustees of a partnership may rely on the records of, or information relating to, the partnership.
Sections 5, 6, 7, 8, 9, 10 and 11. These sections amend § 15-504 of the Act to clarify the nature of a charging order and provide that a charging order is the sole method by which a judgment creditor may satisfy a judgment out of a partner's or partner's transferee's interest in a partnership. Attachment, garnishment, foreclosure or like remedies are not available to the judgment creditor and a judgment creditor does not have any right to become or to exercise any rights or powers of a partner (other than the right to receive the distribution or distributions to which the partner would otherwise have been entitled, to the extent charged).
Sections 12, 13, 14, 15, 16, 17, 18, 19, 26, 27, 28 and 29. These sections amend §§ 15-901 and 15-1001 of the Act to clarify the procedures for forming a limited liability partnership, causing an existing partnership to become a limited liability partnership and converting an other entity to a domestic partnership or a limited liability partnership.
Sections 20 and 23. These sections amend § 15-901(g) and § 15-904(i) of the Act to confirm that these sections of the Act address the effect of conversion and domestication, respectively, as a matter of Delaware law.
Section 21. This section amends § 15-901(j) of the Act to confirm that a person is admitted as a partner of a partnership in connection with a conversion as provided in the partnership agreement.
Section 22. This section amends § 15-902(k) of the Act to clarify the way in which a person is admitted as a partner of a partnership pursuant to a merger or conversion.
Section 24. This section amends § 15-904(k) of the Act to confirm that a person is admitted as a partner of a partnership in connection with a domestication as provided in the partnership agreement.
Section 25. This section amends § 15-905(b) of the Act to conform the approval requirements for the transfer of a domestic partnership to the requirements for the conversion of a domestic partnership.
Section 30. This section amends § 15-1003(c) of the Act to clarify the provisions relating to revocation of a statement of qualification or statement of foreign qualification.
Section 31. This section amends § 15-1003(e) of the Act to extend the period during which a partnership's statement of qualification or statement of foreign qualification may be reinstated.
Sections 32, 33, 34, 35, 36 and 37. These sections amend § 15-1104(a) of the Act to identify certain additional activities of a foreign partnership in the State of Delaware that will not constitute doing business for purposes of Subchapter XI of the Act.
Sections 38, 39, 40 and 41. These sections amend §§ 15-1209 and 15-1210 of the Act to confirm that the cancellation of a statement of partnership existence cancels the statement of partnership existence and not the partnership and the revival of a statement of partnership existence revives the statement of partnership existence and not the partnership
Section 42. This section provides that the proposed amendments of the Act shall become effective on August 1, 2005.
Full Text available at: http://www.legis.state.de.us/LIS/lis143.nsf/vwLegislation/SB+85/$file/legis.html?open
Current Bill Status: June 14, 2005 Signed by Governor
Florida
SB 1056
Business Entities; provides definitions, requirements, criteria, & procedures for conversion of domestic corporation into another business entity; clarifies ground for exercise of appraisal rights; provides for appraisals of interests in certain limited liability companies; revises Fla. Revised Uniform Limited Partnership Act; requires limited partnerships to maintain certain required information, etc. Amends Chs. 607, 608, 617, 620, 817.
Full Text available at: http://www.flsenate.gov/data/session/2005/Senate/bills/billtext/pdf/s1056er.pdf
Current Bill Status: Signed by Governor June 20, 2005 as Chapter 2005-267
Louisiana
SB 247
An Act to enact Civil Code Art. 2807.5 and R.S. 12:1310.5, relative to partnerships and limited liability companies; to provide for the retroactive effect of a partnership's or a limited liability company's existence when immovable property is acquired by such entities which have not been duly constituted; and to provide for related matters.
Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=317830
Current Bill Status: Signed by Governor as Act 136, June 22, 2005
Nevada
SB 453
An Act relating to entities regulated by the Secretary of State; revising various provisions concerning the timing, form and contents of certain filings by various business entities; clarifying that certain corporations and associations which are homeowners' associations must comply with certain requirements; prohibiting a notary public from willfully notarizing the signature of a person in certain circumstances; making various other changes concerning notaries public; providing that a person who knowingly files a forged or false record is subject to civil liability under certain circumstances; establishing certain fees for services provided to business entities; making various other changes concerning business entities; providing a penalty; and providing other matters properly relating thereto.
Full Text available at: http://leg.state.nv.us/73rd/bills/SB/SB453_EN.pdf
Current Bill Status: Approved by Governor June 17 2005 as Chapter 468 effective October 1, 2005.
New Jersey
SB 2698/A4039
An Act allowing New Jersey S corporations to elect to transfer corporation business tax credits to their shareholders to apply against the shareholders' gross income tax liability, supplementing P.L.1945, c.162 (C.54:10A-1 et seq.) and Title 54A of the New Jersey Statutes.
Full Text available at: http://www.njleg.state.nj.us/2004/Bills/S3000/2698_I1.PDF
Current Bill Status: Introduced June 23, 2005.
New York
SB 5568
Conforms the unincorporated business tax to the general corporation tax with respect to the source of receipts from personal services and inclusion of rented tangible personal property in the property allocation factor; further makes formula allocation the preferred method for taxpayers subject to the unincorporated business tax and allows certain existing partnerships to continue to use the books and records allocation method for a seven year period.
Full Text available at: http://assembly.state.ny.us/leg/?bn=S05568&sh=t
Current Bill Status: June 23, 2005 passed Assembly and returned to Senate
Oregon
HB 2452
Relating to tax requirements applicable to pass-through entities.
Full Text available at: http://www.leg.state.or.us/05reg/measpdf/hb2400.dir/hb2452.en.pdf
Current Bill Status: Adopted June 29, 2005 with and effective date for tax years beginning January 1, 2006
Pennsylvania
HB 1711
An Act amending Title 15 (Corporations and Unincorporated Associations) of the Pennsylvania Consolidated Statutes, providing, in limited partnerships and limited liability companies, for definitions and for certain advertising requirements
Full Text available at: http://www2.legis.state.pa.us/WU01/LI/BI/BT/2005/0/HB1711P2171.pdf
Current Bill Status: June 13, 2005 referred to Commerce Committee
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at: http://secure.nrai.com/dynamic_frame.asp?page=research
NRAI
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Limited Partnership Foreign Registration Chart
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About
NRAI
National Registered Agents, Inc. (NRAI) is a professional
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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
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for both law firms and corporate legal departments.
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