• House Bill 1146 Limiting Liability of volunteer board members of Not For Profit Corporations, now Public Act 095-0342
 
• Senate Bill 368 providing for several corrections and changes in the Business Corporation Act, the Not For Profit Corporation Act, the Professional Service Corporation Act, the Limited Liability Company Act, the Uniform Partnership Act, and the Uniform Limited Partnership Act, now Public Act 095-0368
 
• Senate Bill 1435 which allows for the protection of names for administratively dissolved corporations, not Public Act 095-0507
 
• Senate Bill 1576 which provides authority for sanction of entities that have a judgment against them for money owed a public body, now Public Act 095-0515.

Most states have remained quiet during the summer recesses with the exceptions noted below.

Robert K. Rowell
General Counsel


New, Pending and Passed Legislation


California

HB 1546

An act to amend Section 17942 of, and to add Section 19394 to, the Revenue and Taxation Code, relating to limited liability companies, to take effect immediately, tax levy. 

Full Text available at: LINK

Current Bill Status: September 11, 2007 Assembly Rule 77 suspended. To inactive file on motion of Assembly Member Charles Calderon.


Illinois

HB 1146

Amends the General Not For Profit Corporation Act of 1986. Limits the liability of a volunteer board member serving without compensation, other than reimbursement for actual expenses, for damages resulting from any action of the executive director concerning the false reporting of or intentional tampering with financial records of the organization, where the actions of the executive director result in legal action.

Full Text at: http://www.ilga.gov/legislation/publicacts/fulltext.asp?Name=095-0342

Current Bill Status: August 21, 2007 Signed by Governor as Public Act 095-0342 with an effective date of January 1, 2008.

SB 368

Amends the Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, and the Limited Liability Company Act. Provides guidelines for electronic filing of documents or reports. Amends the Professional Service Corporation Act. Permits a professional corporation to merge with a domestic limited liability company to render the same specific professional service or related professional services. Prohibits the merger of a professional corporation with a foreign limited liability company. Further amends the Limited Liability Company Act. Provides that, if a foreign limited liability company has adopted an assumed name, the name of the series with limited liability must contain the entire name under which the foreign limited liability company has been admitted to transact business in this State. Amends the Uniform Partnership Act (1997). Requires the Secretary of State to file a renewal statement report if the report complies with the requirements of the Act and, if it does not comply, to promptly return it to the limited liability partnership for any necessary corrections. Provides that, in the case of a non-conforming statement report, the expiration of the original or renewal statement will not occur if the limited liability partnership makes the necessary corrections and returns the report to the Secretary of State within 30 days of the date that the report was returned to the partnership for corrections. Amends the Uniform Limited Partnership Act (2001). Prohibits the name of a limited partnership from containing any of the listed terms. Sets out penalties for a limited partnership or foreign limited partnership that fails to designate and continuously maintain an agent for service of process, fails to file its annual report or pay the requisite fee, or fails to provide its Federal Employer Identification Number within the required time period. Makes other changes. Effective July 1, 2007. 

Full Text available at: http://www.ilga.gov/legislation/publicacts/95/PDF/095-0368.pdf

Current Bill Status: Signed by Governor August 23, 2007 as Public Act 095-0368.

SB 1435

Amends the Business Corporation Act of 1983 and the General Not For Profit Corporation Act of 1986. Provides that the Secretary of State shall not allow another corporation to use the name of a domestic corporation that has been administratively dissolved until the end of the 5-year reinstatement period. Provides that if the domestic corporation that has been administratively dissolved is reinstated within the 5-year period of reinstatement, the domestic corporation shall continue under its previous name without impacting its continuous legal status, unless the corporation petitions to change its name upon reinstatement. Effective immediately. 

Full Text available at: http://www.ilga.gov/legislation/publicacts/fulltext.asp?Name=095-0507

Current Bill Status: Signed by Governor August 28, 2007 as Public Act 095-0507.

SB 1576

Amends the Business Corporation Act of 1983 and the Limited Liability Company Act. Revokes the authority of a foreign corporation or foreign limited liability company to transact business in this State when the Secretary of State receives a copy of a memorandum of judgment relating to a judgment entered for money owed to a unit of local government or school district, together with a statement filed by its attorney that the judgment has not been satisfied and that no appeal has been filed. Authorizes the Attorney General to bring an action to restrain a foreign corporation or foreign limited liability company from transacting business in this State, if that authority has been revoked under the listed Sections of the Acts. Effective immediately. 

Full Text available at: http://www.ilga.gov/legislation/publicacts/fulltext.asp?Name=095-0515

Current Bill Status: Signed by Governor on August 28, 2007 as Public Act 095-0515.


Kentucky

HB 26

Amend KRS 141.0401 to apply the limited liability entity tax to years beginning before January 1, 2008; create a new section of KRS Chapter 141 to replace the minimum tax with a minimum fee. 

Full Text available at: http://www.lrc.ky.gov/record/08RS/HB26/bill.doc

Current Bill Status: Pre-filed July 31, 2007.


North Carolina

SB 576

AN ACT to amend the laws governing business entities to make various clarifying and technical changes regarding mergers and the authority of board committees. 

Full Text available at: http://www.ncga.state.nc.us/Sessions/2007/Bills/Senate/HTML/S576v3.html

Current Bill Status: August 19, 1007 signed by Governor as Ch. SL 2007-385.


Pennsylvania

SB 1070

An Act amending Title 15 (Corporations and Unincorporated Associations) of the Pennsylvania Consolidated Statutes, further providing for the payment of fair value of shares.

Full Text available at: http://www.legis.state.pa.us/CFDOCS/Legis/PN/Public/btCheck.cfm?txtType=PDF&sessYr=2007&sessInd=0&billBody=S&billTyp=B&billNbr=1070&pn=1374

Current Bill Status: Referred to Judiciary Committee September 11, 2007.



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