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NRAI Compliance Updates - September,
2005
Greetings,
August was a slow month for legislative action although some interesting things took place.
Illinois approved the formation of Series Limited Liability Companies following the Delaware trend. Illinois also made some changes in the procedure for changing agent for service of process for Domestic LLC’s and not-for-profit corporations.
In other action, the Governor of New York vetoed a bill that would have required entities contracting with the state to submit a list of independent contractors used and Michigan is moving towards allowing electronic filing of documents for
LLC’s.
Robert K. Rowell
General Counsel
New, Pending and Passed Legislation
Delaware
Current issue (September 1, 2005) of Delaware Register of Regulations available at:
http://www.legis.state.de.us/LIS/Register.nsf/vwRegisters/93/$file/September2005.pdf?openelement
Illinois
SB 468
Removes the five-year limitation on the reinstatement of business corporations, not-for profit corporations and limited liability companies.
Improving the clarity of Article 9 of the Business Corporation Act, clearing the way for decreases in paid-in capital to be netted against increases for franchise tax purposes even if the events occurred in a previous year (though they must have occurred in the same year).
Eliminating the ability of a not-for-profit corporation to change its registered agent, registered address, or both, on its Annual Report and requiring that form NFP-105.10 to be filed in all cases.
Establishing a way for limited liability companies to effect a change to its registered agent, registered address, or both, without having to file a formal amendment. The new form will be LLC-1.36/1.37 and will be $25 to file, therefore making Articles of Amendment and Amended Application for Admission filing fee a flat $150.00.
Changing the fee assessed for copies of Limited Liability Company documents to a flat $25.00.
Establishing for the accrual of penalties assessed against a limited liability company, which does not effect reinstatement for a prolonged period of time. Beginning with the first day of the second year of delinquency, the penalty will increase by $100 and then again on the third year, fourth year, and so on, until reinstatement is effected.
Full Bill Text available at: http://www.ilga.gov/legislation/publicacts/fulltext.asp?Name=094-0605
Bill Status: Signed by Governor August 16, 2005 as Public Act 094-0605
SB 504
This bill allows for the establishment of a limited liability company that has the ability to create one or more series "within" itself. Each series will have a separate existence, almost as though it were its own company. The registered agent for the company will be the registered agent for any an all of the series, and the good standing status of the company will determine the status of the series it has created. New forms LLC-5.5 (S) and LLC-45.5 (S). Filing fee for each form is $750.00. To initiate a series, a Certificate of Designation must be filed on the new form LLC-37.40, filing fee $50.00 and will be used to initiate the series, change the name of the series, or dissolve the series. (Concerning the name, the provisions of new Section 47-40 of the Act require that the name of the series contain the full name of the company). At the time of filing the Annual Report for the company, the filing fee will be increased by $50 for each series for which a certificate of designation has been filed and which has not subsequently been "dissolved" by the company.
Full Bill Text available at: http://www.ilga.gov/legislation/publicacts/fulltext.asp?Name=094-0607
Bill Status: Signed by Governor August 16, 2005 as Public Act 094-0607
Michigan
SB 665
Businesses; limited liability companies; electronic filing of documents required under Michigan limited liability company act
A bill to amend 1993 PA 23, entitled "Michigan limited liability company act," by amending section 104 (MCL 450.4104), as amended by 2002 PA 686.
Full Bill Text available at: http://www.legislature.mi.gov/documents/2005-2006/billintroduced/senate/pdf/2005-SIB-0665.pdf
Bill Status: Referred to Committee of the Whole with Substitute S-1
New York
SB 3282
Requires any person, corporation or other business entity contracting with the state to submit to the commissioner of labor a list of independent contractors hired by such person, corporation or other business entity; requires that a fee of ten dollars per independent contractor be paid upon the submission of such list; provides that monies from such fees shall be used to fund the prevailing wage enforcement fund to prosecute violations of law relating to the misclassification of independent contractors.
Full Bill Text:
AN ACT to amend the labor law, in relation to lists of independent contractors
The People of the State of New York, represented in Senate and
Assembly, do enact as follows:
1 Section 1. Section 220 of the labor law is amended by adding a new
2 subdivision 10 to read as follows:
3 10. Within thirty days after the completion of a public works project
4 subject to the provisions of this article, every person, corporation or
5 any other business entity contracting with the state for any
6 construction, reconstruction, renovation, repair, maintenance or other
7 improvement, as defined in subdivision two of this section, or any
8 subcontractor of such person, corporation or other business entity,
9 shall submit a list to the commissioner, affirmed by such person, corpo-
10 ration or other business entity to be true under penalty of perjury,
11 setting forth all individuals classified by such person, corporation or
12 other business entity, or any subcontractor of such person, corporation
13 or other business entity, as independent contractors and hired,
14 employed, or used by such person, corporation or other business entity
15 or such person's, corporation's, or other business entity's subcontrac-
16 tors and on such project, who perform work subject to the provisions of
17 this article. Such list shall include the name, social security number,
18 job title and address for each independent contractor. Such list shall
19 be submitted with a fee of ten dollars per independent contractor named
20 on such list. Such fee shall be deposited in the prevailing wage
21 enforcement fund for the purpose of investigating and prosecuting
22 violations of law relating to the misclassification of independent
23 contractors.
24 § 2. This act shall take effect immediately.
Current Bill Status: Vetoed by Governor August 18, 2005
Pennsylvania
HB 1906
An Act amending Title 15 (Corporations and Unincorporated Associations) of the Pennsylvania Consolidated Statutes, providing for information availability on an Internet website.
Full Text available at: http://www2.legis.state.pa.us/WU01/LI/BI/BT/2005/0/HB1906P2611.pdf
Bill Status: Referred to Commerce Committee August 18, 2005
Previous issues of the NRAI Newsletter may be found
at: http://secure.nrai.com/dynamic_frame.asp?page=research
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Form Exclusive Marketing Alliance
National Registered Agents, Inc.
(NRAI) and Velawcity, Inc. based in Waltham, MA, operator of the award winning
LeapLaw (www.leaplaw.com), announced this month that NRAI will sponsor the
LeapLaw "blawgs" Velawcity’s own unique version of "internet blogs" a
free and invaluable resource for corporate attorneys and paralegals that
provides practical and timely information on how to navigate the intricacies of
perfecting corporate filings with the Secretary of State in all 50 states The
LeapLaw's blawg can be found at (www.leaplaw.com/blawg). For
additional information, visit http://secure.nrai.com/html_about/LeapLaw_Press_Release_09_05.htm
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Headquartered in Princeton, NJ, NRAI is the Nation’s fastest growing
company of its kind; providing registered agent and entity management services
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