Federal Legislation
HB 2873
To provide enhanced enforcement authority to the Securities and Exchange Commission.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h2873ih.txt.pdf

Current Bill Status: June 15, 2009, referred to the House Committee on Financial Services.

HB 2910
To amend the Internal Revenue Code of 1986 to provide for S corporation reform, and for other purposes.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h2910ih.txt.pdf

Current Bill Status: June 17, 2009, referred to the House Committee on Ways and Means.

SB 1242
A bill to prohibit the Federal Government from holding ownership interests, and for other purposes.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:s1242is.txt.pdf

Current Bill Status: June 11, 2009, read twice and referred to the Committee on Banking, Housing and Urban Affairs.

SB 1276
A bill to require investment advisers to private funds, including hedge funds, private equity funds, venture capital funds, and others to register with the Securities and Exchange Commission, and for other purposes.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:s1276is.txt.pdf

Current Bill Status: June 16, 2009, referred to the Committee on Banking, Housing and Urban Affairs.


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/fsbillcont3/858653339661FA 788725753C005CD459?Open&file=1248_enr.pdf

Current Bill Status: May 14, 2009, Governor signed


Connecticut
HB 6644
An Act increasing the penalty for foreign corporations and other entities that transact business or conduct affairs in this state without authority.

Full Text available at: http://www.cga.ct.gov/2009/TOB/H/2009HB-06644-R00-HB.htm

Current Bill Status: June 22, 2009, favorable report from Senate and put on the calendar.


Delaware
HB 142
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 amends § 17-111 of the Act to clarify the jurisdiction of the Court of Chancery with respect to matters pertaining to Delaware limited partnerships. Section 2. This section amends § 17-211(c)(4) of the Act to permit a change of the registered office or registered agent to be set forth in a certificate of merger filed by a surviving domestic limited partnership. Section 3. This section amends § 17-211(g) of the Act to confirm the ability by merger or consolidation to amend a partnership agreement or adopt a new partnership agreement for a limited partnership that is the surviving or resulting limited partnership in a merger or consolidation by obtaining the approval required by § 17-211(b) of the Act, unless the partnership agreement by its terms limits such amendment or adoption. Section 4. This section amends § 17-302(f) of the Act to confirm that each reference in such section to "as otherwise permitted by law" includes an amendment made as permitted by § 17-211(g) of the Act. Section 5. This section amends § 17-1101 of the Act to clarify that the doctrine of independent legal significance, as developed in Delaware corporation law, applies in the context of Delaware limited partnerships. The amendment is not intended to limit development or application, with respect to Delaware limited partnerships, of the doctrine of independent legal significance as developed in cases arising under Delaware corporation law. Section 6. This section provides that the proposed amendments of the Act shall become effective August 1, 2009.

Full Text available at: http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+142/$file/legis.html?open

Current Bill Status: June 26, 2009, signed by the Governor.

HB 239
This Act would increase the State tax levied and imposed on both domestic and foreign limited liability companies. All variables being equal, this increase would likely result in the generation of an additional $29 million (approximately) in annual revenue for the State of Delaware.

Full Text available at: http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+239/$file/legis.html?open

Current Bill Status: Stricken on June 25, 2009.

HB 240
This Act would increase the cap on the State corporate franchise tax levied and imposed on a corporation from $165,000 to $195,000 for any full taxable year. All variables being equal, this increase would likely result in the generation of an additional $45 million in annual revenue for the State of Delaware.

Full Text available at: http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+240/$file/legis.html?open

Current Bill Status: Stricken on June 25, 2009.

HB 241
This Act would increase the State tax levied and imposed on both domestic and foreign limited liability companies. All variables being equal, this increase would likely result in the generation of an additional $14.5 million (approximately) in annual revenue for the State of Delaware.

Full Text available at: http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+241/$file/legis.html?open

Current Bill Status: Stricken on June 24, 2009.

HB 267
This Act increases various fees and taxes assessed by the Delaware Secretary of State. The Act provides for an effective date as of January 1, 2009, for all tax changes and an effective date of August 1, 2009, for all other changes.

Full Text available at: http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+267/$file/legis.html?open

Current Bill Status: June 29, 2009, Bill substituted.

SB 82
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.

Full Text available at: http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/SB+82/$file/legis.html?open

Current Bill Status: June 26, 2009, signed by the Governor.


Florida
SB 2330
This bill allows "public corporations" to use an alternative voting requirement for the election of directors through the enactment or amendment of bylaws, as opposed to the plurality voting requirement provided for in current law.

If a public corporation opts to adopt an alternative voting requirement in its bylaws, the alternative voting requirement must require a vote greater than a plurality. Moreover, once this alternative voting requirement is adopted by shareholders, it may not be further amended or repealed, by the board of directors.

This bill allows for the resignation of a director to be effective upon the subsequent happening of an event. Additionally, the bill permits resignations that are effective at a later date, or resignations that are conditioned upon the subsequent happening of an event, to be irrevocable.

This bill provides that when the resignation of a director is conditioned on the subsequent happening of an event, the director's position may be filled before the vacancy occurs, but the director may not take office until the position is vacant.

Full Text available at: http://www.flsenate.gov/cgi-bin/view_page.pl?Tab=session&Submenu=1&FT=D&File=sb2330er.html&Directory=session/2009/Senate/bills/billtext/html/

Current Bill Status: June 18, 2009, approved by Governor; Chapter No. 2009-205.


New Jersey
HB 4105/S2014
Provides a one year extension of the 4% surcharge on corporation business tax liability and decouples corporation business tax from federal Internal Revenue Code deferral of certain discharge of indebtedness income.

Full Text available at: http://www.njleg.state.nj.us/2008/Bills/AL09/72_.HTM

Current Bill Status: June 29, 2009, approved as P.L.2009, c.72.


New York
SB 6003
Relates to service of papers by electronic means; eliminates requirement of consent in certain instances.

Full Text available at: http://assembly.state.ny.us/leg/?bn=S06003&sh=t

Current Bill Status: July 16, 2009, referred to Rules Committee.


Oregon
HB 2086
Relating to administrative dissolution of nonprofit corporations; and declaring an emergency.

Full Text available at: http://www.leg.state.or.us/09reg/measures/hb2000.dir/hb2086.a.html

Current Bill Status: June 18, 2009, governor signed as Chapter 339, (2009 Laws): Effective date June 18, 2009.

HB 2304
Relating to corporate mergers.

Full Text available at: http://www.leg.state.or.us/09reg/measures/hb2300.dir/hb2304.en.html

Current Bill Status: June 18, 2009, Governor signed as Chapter 355, (2009 Laws): Effective date January 1, 2010.

HB 2353
Relating to special meetings of shareholders.

Full Text available at: http://www.leg.state.or.us/09reg/measures/hb2300.dir/hb2353.a.html

Current Bill Status: June 18, 2009, Governor signed as Chapter 362, (2009 Laws): Effective date January 1, 2010.


Pennsylvania
HB 1756
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=HTM&sessYr=2009&sessInd=0&billBody=H&billTyp=B&billNbr=1756&pn=2233

Current Bill Status: June 22, 2009, referred to Commerce Committee.


Tennessee
SB 226
Corporations, For Profit - As enacted, revises various provisions of the Tennessee Limited Liability Company Act and the Tennessee Revised Limited Liability Company Act regarding articles of termination and cancellation of certificates of authority.

Full Text available at: http://www.capitol.tn.gov/Bills/106/Bill/SB0226.pdf

Current Bill Status: June 5, 2009, signed by Governor as Pub. Ch. 349.

SB 737
Business Organizations - As enacted, revises various provisions of Revised Uniform Partnership Act and Revised Uniform Limited Partnership Act in regard to withdrawal statements and certificates of cancellation. - Amends TCA Title 61.

Full Text available at: http://www.capitol.tn.gov/Bills/106/Bill/SB0737.pdf

Current Bill Status: June 5, 2009, signed by Governor as Pub. Ch. 354.


Texas
HB 1787
Relating to the designation or appointment of registered agents for service of process, notice, or demand on certain entities or associations.

Full Text available at: http://www.capitol.state.tx.us/tlodocs/81R/billtext/pdf/HB01787F.pdf

Current Bill Status: June 19, 2009, signed by Governor with an effective date of January 1, 2010.