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NRAI Compliance
Updates - July 2008
Greetings,
With summer recesses taking place at both the
state and federal congressional levels, the
flood of introduced legislation has slowed to a
trickle. However, lawmakers did pass and approve
a number of pending bills. Delaware in its usual
efficient manner proposed, passed and made
effective four bills reported below in less than
two months. In two of the four bills passed,
annual fees were increased.
We expect a significant decrease in legislative
activity over the next month as the U. S.
Congress and most state legislatures will be in
recess.
Sincerely,
Robert K. Rowell
General Counsel
New,
Pending and Passed Legislation
Federal Legislation
HB 6361
To strengthen the liability of parent companies
for violations of sanctions by foreign entities,
and for other purposes.
Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=110_cong_bills&docid=f:h6361ih.txt.pdf
Current Bill Status: June 24, 2008 Referred to
the House Committee on Foreign Affairs.
Arizona
SB 1410
The Bill removes the requirement for domestic
and foreign corporations, nonprofit
corporations, and limited liability companies to
file affidavits evidencing publication of
certain documents. The bill also conforms some
statutory language for limited liability
companies to those already in existence for
corporations.
Full Text available at: http://www.azleg.gov/FormatDocument.asp?inDoc=/legtext/48leg/2r/bills/sb1410s.htm
Current Bill Status: July 3, 2008 sent to
Governor.
California
HB 1409
An act to amend Section 1501 of the Corporations
Code, relating to corporations, and declaring
the urgency thereof, to take effect immediately.
Full Text available at: http://www.leginfo.ca.gov/pub/07-08/bill/sen/sb_1401-1450/sb_1409_bill_20080722_chaptered.html
Current Bill Status: July 22, 2008 signed by
Governor as Chapter 177, Statutes of 2008.
Delaware
HB 519
This Act increases the annual report fee for
foreign corporations from $60 to $100 and
increases the rates for computation of the
annual franchise tax.
Full Text available at: http://legis.delaware.gov/LIS/lis144.nsf/vwLegislation/HB+519/$file/legis.html?open
Current Bill Status: July 1, 2008 Signed by
Governor.
HB 520
This Act increases the annual tax assessed on
partnerships, limited partnerships and limited
liability companies on file with the Secretary
of State from $200 to $250.
Full Text available at: http://legis.delaware.gov/LIS/lis144.nsf/vwLegislation/HB+520/$file/legis.html?open
Current Bill Status: July 1, 2008 Signed by
Governor.
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 26, 2008 signed by
Governor.
SB 297
This Bill would permit a trust company to be a
limited liability company with all the powers
and privileges of, and generally subject to all
the duties, restrictions, and liabilities of, a
trust company that is a corporation.
Full Text available at: http://legis.delaware.gov/LIS/lis144.nsf/vwLegislation/SB+297/$file/legis.html?open
Current Bill Status: July 17, 2008 signed by
Governor.
Florida
HB 419/SB 698
Exempts specified corporations, limited
liability companies, corporations not for
profit, & partnerships from requirements to
file articles of merger or certificates of
conversion under specified circumstances;
requires converting entities to file
certificates of conversion or partnership
registration with DOS; provides for copy of
articles of merger or certificate of merger to
be filed in each county in which real property
of party to merger is situated; revises
requirements for general partners with respect
to exercising management rights; requires
consent of all other limited partners for
expulsion of limited partner; requires
certificates of conversion to be signed by each
general partner & by converting
organization; provides exceptions to requirement
that domestic constituent limited partnerships
file articles of merger or certificate of merger
with DOS; changes date of application of
provisions authorizing limited partner to
dissociate from limited partnership; requires
registration statement to be filed with DOS
before filing certificate of conversion or
certificate of merger; applies filing fee to
certificates of merger; provides that term
"organization" includes converted or
surviving organization; revises requirements for
conversions; provides that certificate of
conversion acts as cancellation of registration
statement for converting partnership; revises
limitations on qualifications to render
professional services; revises limitations on
disqualifications to render professional
services; deletes limitations on mergers between
domestic & foreign professional corporations
& limited liability companies; provides for
disposition of residue moneys after payment of
specified creditors' claims.
Full Text available at: http://www.myfloridahouse.gov/Sections/Documents/loaddoc.aspx?FileName=_h0419er.xml&DocumentType=Bill&BillNumber=0419&Session=2008
Current Bill Status: June 17, 2008 Approved by
Governor; Chapter No. 2008-187.
Louisiana
HCR 146
A CONCURRENT RESOLUTION To urge and request the
Louisiana State Law Institute to study and make
recommendations on the revision, reorganization,
and consolidation of the laws of the state
relative to corporations.
Full Text available at: http://legis.state.la.us/billdata/streamdocument.asp?did=499238
Current Bill Status: June 26, 2008 Taken by the
Clerk of the House and presented to the
Secretary of State in accordance with the Rules
of the House.
HB 326
Provides for changes to fees charged by the
secretary of state. An Act To amend and reenact
R.S. 9:2447, 3410, and 3432(C), R.S.
12:23(G)(2)(b), 171(A)(introductory paragraph)
and (B), 205.1(B), 263(A)(introductory
paragraph) and (B), 316(A)(introductory
paragraph) and (B), 419(A), 469, and 1364, R.S.
14:325(A), R.S. 49:222, and R.S. 51:214(D) and
(E), 216(A)(1), and 217(B), relative to fees
charged by the secretary of state; to provide
relative to the authority of the secretary of
state to determine and to collect certain fees;
to provide for certain fees charged by the
secretary of state; and to provide for related
matters.
Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=505290
Current Bill Status: July 11, 2009 Becomes Act
No. 913 without the Governor's signature.
Effective date is August 15, 2008.
HB 1179
An Act to amend and reenact the heading of Part
X of Chapter 1 of Code Title II of Code Book III
of Title 9 of the Louisiana Revised Statutes of
1950 and to enact R.S. 9:2242, relative to
trusts; to provide for service of process; to
provide for the appointment of a registered
agent; to provide for the resignation of a
registered agent; to provide for successor
agents; and to provide for related matters.
Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=499956
Current Bill Status: June 17, 2008 became law
without the signature of the Governor as
ACT 325 effective August 15, 2008.
SB 416
Enacts the Louisiana Unincorporated Association
Act. AN ACT To amend and reenact Chapter 5 of
Title 12 of the Louisiana Revised Statutes of
1950, to be comprised of R.S. 12:501 through
520, relative to unincorporated associations; to
define certain terms; to provide that
unincorporated associations can acquire,
encumber, and transfer interests in movable and
immovable property; to provide that statements
of authority be filed where an unincorporated
association transfers immovable property; to
limit the liability of members of an
unincorporated association in contract and in
tort; to provide that unincorporated
associations have capacity to sue and be sued;
to provide for the disposition of property of an
inactive unincorporated association; to provide
a procedure for the appointment of an agent for
service of process of an unincorporated
association; to provide a procedure for the
involuntary dissolution of an unincorporated
association; and to provide for related matters.
Full Text available at: http://www.legis.state.la.us/billdata/streamdocument.asp?did=505384
Current Bill Status: July 9, 2008 signed by the
Governor as Act 877 effective August 15, 2008.
Maine
SB 636
An Act To Limit the Compensation of Officers and
Directors of Nonprofit Corporations.
Full Text available at: http://janus.state.me.us/legis/LawMakerWeb/externalsiteframe.asp?ID=280024719&LD=1792&Type=1&SessionID=7
Current Bill Status: Signed by Governor as
Public Law 624 April 16, 2008
Michigan
HB 5681
Nonprofit Corporation Act; allow certain
electronic communication and make other general
changes. A bill to amend 1982 PA 162, entitled
"Nonprofit corporation act," by
amending sections 106, 404, 505, 548, 611, 901,
and 922 (MCL 450.2106, 450.2404, 450.2505,
450.2548, 450.2611, 450.2901, and 450.2922),
sections 106, 404, and 901 as amended by 2008 PA
9 and section 611 as amended by 1984 PA 209.
Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/publicact/pdf/2008-PA-0222.pdf
Current Bill Status: July 15, 2008 signed by
Governor as PA 222'08 with immediate effect.
New Jersey
HB 2879/SB 2050
Allows certain corporate notices to be provided
via electronic transmission. An Act concerning
certain corporate notices, amending
N.J.S.14A:1-8 and supplementing chapter 1 of
Title 14A of the New Jersey Statutes.
Full Text available at: http://www.njleg.state.nj.us/2008/Bills/S2500/2050_I1.HTM
Current Bill Status: June 16, 2008 Introduced in
the Senate, Referred to Senate Commerce
Committee
New York
HB 9060
Relates to foreign limited liability companies
and other business entities and the filing of a
certificate of merger or consolidation with the
department of state.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A09060&sh=t
Current Bill Status: July 7, 2008 signed by
Governor at Chapter 177.
HB 11622
Relates to repealing the publication of notice
of the organization of a limited liability
company.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A11622&sh=t
Current Bill Status: June 16, 2008 referred to
Corporations, Authorities and Commissions
Committee.
North Carolina
HB 2178
An Act to authorize nonprofit corporations to
allow certain votes by electronic transmission,
as recommended by the general statutes
commission.
Full Text available at: http://www.ncga.state.nc.us/Sessions/2007/Bills/House/HTML/H2178v3.html
Current Bill Status: July 1, 2008 signed by
Governor as Ch. SL 2008-37.
HB 2287
An Act to expressly authorize the use of
electronic or facsimile receipts under Rule 4 of
the Rules of Civil Procedure when service of
process is provided by a designated private
delivery service, and to make conforming changes
regarding proof of service, as recommended by
the General Statutes Commission.
Full Text available at: http://www.ncga.state.nc.us/Sessions/2007/Bills/House/HTML/H2287v4.html
Current Bill Status: July 1, 2008 signed by
Governor as Ch. SL 2008-36.
Ohio
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 27, 2008 signed by
Governor, effective date is September 30, 2008.
Rhode Island
HB 8160
This act would allow filings with the secretary
of state to be made by electronic transmission.
Full Text available at: http://www.rilin.state.ri.us/BillText/BillText08/HouseText08/H8160.htm
Current Bill Status: July 1, 2008 signed by
Governor.
SB 2604
This act would allow nonprofit corporations to
file incorporation papers electronically
with the secretary of state's office.
Full Text available at: http://www.rilin.state.ri.us//BillText08/SenateText08/S2604Aaa.pdf
Current Bill Status: June 20, 2008 signed by
Governor, effective upon passage.
For an archive of NRAI Compliance Updates,
visit www.nrai.com
and select Research Center.
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