NRAI Compliance Updates

NRAI Compliance Updates - July, 2007

Greetings,

With the summer vacation in full swing, congressional activity has lessened. The “Blackstone Bill”, SB 1624 which we reported last month, is now available. Please see below link. A companion bill has also been introduced in the House which parrots it. Every bill reported below at the State level has been signed into law with the exception of Pennsylvania HB 1608. Remaining legislative activity for July will be reported in our August newsletter.

Robert K. Rowell
General Counsel

New, Pending and Passed Legislation

Federal Legislation

SB 1624

A bill to amend the Internal Revenue Code of 1986 to provide that the exception from the treatment of publicly traded partnerships as corporations for partnerships with passive-type income shall not apply to partnerships directly or indirectly deriving income from providing investment adviser and related asset management services.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=110_cong_bills&docid=f:s1624is.txt.pdf

Current Bill Status: June 14, 2007 Read twice and referred to the Committee on Finance.

Hawaii

Streamlines the business registration requirements for foreign nonprofit corporations and foreign limited liability companies.

Full Text available at: http://www.capitol.hawaii.gov/sessioncurrent/bills/HB1307_HD2_.htm

Current Bill Status: June 20, 2007 Signed by Governor as Act 202.

Maine

HB 2192

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 6, 2007 signed into law by Governor.

SB 608

An Act To Update the Maine Business Corporation Act, appears to make an number of technical corrections.

Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/summary.asp?ID=280024653

Current Bill Status: June 12, 2007 Signed into law by Governor.

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: June 30, 2007 Approved by Governor.

Nevada

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: June 13, 2007 Signed by Governor as Chapter 480

Oregon

SB 176

Relating to reorganized business entities.

Authorizes Department of Revenue to transfer certain tax liabilities to successor business entity of taxpayer when entity operates substantially same business as taxpayer and other
factors are not present. Provides notice, payment and appeal procedures.

Full Text available at: http://www.leg.state.or.us/07reg/measures/sb0100.dir/sb0176.en.html

Current Bill Status: June 18, 2007 signed by Governor as Chapter 463, 2007 Laws Effective date, September 27, 2007.

Pennsylvania

HB 1608

Amending Titles 15 (Corporations and Unincorporated Associations) and 54 (Names) of the Pennsylvania Consolidated Statutes, defining "official notice"; requiring the Department of State to establish a certain Internet website; further providing for the definition of "officially publish," for advertisements by domestic business corporations, by foreign business corporations, domestic nonprofit corporations, foreign nonprofit corporations and domestic cooperative corporation ancillaries 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=1608&pn=2047

Current Bill Status: June 20, 2007 Introduced and referred to Judiciary Committee.

Rhode Island

SB 828, 829, 830, 831, 832, 835

A series of Acts relating to conversions of corporations, associations, and partnerships, limited partnerships and limited liability companies.

Full Text available at: http://www.rilin.state.ri.us/BillText07/SenateText07/SenateText07.html

Current Bill Status: June 27, 2007, effective without Governor’s signature.

Texas

HB 1737

Relating to business entities and associations. This Bill 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: June 15, 2007 signed by Governor with an effective date of September 1, 2007.

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

National Registered Agents, Inc. Launches New Website and Search Service

National Registered Agents, Inc., a leading provider of registered agent and registered office services across the country and internationally announced its new corporate website at www.nrai.com. The new site highlights the many innovative services offered with NRAI’s Registered Agents services as well as additional filing and search services via online tools and its corporate service offices.

National Registered Agents, Inc.’s CEO Dennis Howarth explains, “to further our commitment to provide easy to use innovative solutions that help a company maintain its corporate status, we wanted to make sure that our own corporate website showcased the same attention to innovation and ease of use. Making sure our current and new clients can easily find and access the services they need for their day to day work was our primary goal for enhancing the website”.

National Registered Agents, Inc’s website is unique with its free and easily accessible Research Center. Available to anyone, the Research Center provides many useful charts, state web links and searchable international, federal and state databases in one simple location.

National Registered Agents, Inc. also recently announced the release of its new search service OneQuery™ for Corporate and UCC search services. The service allows tailoring of 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. Located in the Client Services section, look for OneQuery™ under the Filing/Search services link.

For details on OneQuery™ or any of the other NRAI products and services, 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.