Given the end of the summer, Labor Day, and a quiet first two weeks of September, I present you with a short newsletter this month. Two pieces of Federal Legislation were introduced; HB 6098, the Incorporation Transparency Act of 2010, is along the same lines as SB 569 as proposed by Senator Levin earlier in the year.

Michigan passed two Bills into law, which allow physicians and physician's assistant groups to form either professional corporations or an LLC. California passed a Bill dealing with taxation of offshore tax havens.

We’ll see what the next 30 days bring.

Robert K. Rowell
General Counsel

Federal Legislation
HB 5970
SEC Transparency Act of 2010. To repeal the amendments made by section 929I of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to the confidentiality of materials submitted to the Securities and Exchange Commission.

Full Text available here.

Current Bill Status: July 29, 2010, introduced and referred to the House Committee on Financial Services.


HB 6098
Incorporation Transparency and Law Enforcement Assistance Act.
To amend title 31, United States Code, to ensure that persons who form corporations in the United States disclose the beneficial owners of those corporations, in order to prevent wrongdoers from exploiting United States corporations for criminal gain, to assist law enforcement in detecting, preventing, and punishing terrorism, money laundering, and other misconduct involving United States corporations, and for other purposes.

Full Text available here.

Current Bill Status: August 10, 2010, introduced and referred to the House Committee on Financial Services

California
HJR 12
Relative to taxation of corporate income sheltered in offshore tax haven jurisdictions.

Full Text available here.

Current Bill Status: August 23, 2010, approved by Governor and Chaptered by Secretary of State - Res. Chapter 101, Statutes of 2010.

Michigan
SB 27
Formation of professional corporations by physicians and physician's assistant groups.

An Act to amend 1962 PA 192, entitled “An act authorizing the creation of professional service corporations; providing definitions; providing exceptions; providing the manner and method of creating such corporations; providing for individual liability of officers, employees and agents of such corporations in certain instances; authorizing certain investments of corporate funds; regulating the issuance and transfer of capital stock; providing forfeiture of corporate franchise in certain instances; and requiring identification as a corporation,” by amending sections 2 and 4 (MCL 450.222 and 450.224), section 2 as amended by 1998 PA 48 and section 4 as amended by 2000 PA 335.

Full Text available here.

Bill Status: July 19, 2010, signed by Governor as PA 0125'10 with immediate effect.

SB 28
Formation of limited liability companies by physicians and physician's assistant groups.

An Act to amend 1993 PA 23, entitled “An act to provide for the organization and regulation of limited liability companies; to prescribe their duties, rights, powers, immunities, and liabilities; to prescribe the powers and duties of certain state departments and agencies; and to provide for penalties and remedies,” by amending sections 902 and 904 (MCL 450.4902 and 450.4904), section 902 as amended by 1997 PA 52 and section 904 as amended by 2000 PA 333.

Full Text available here.

Bill Status: July 19, 2010, signed by the Governor as PA 0126'10 with immediate effect.

SB 1455
Conversion of LLC’s from and into other forms of organization; authorize and make general revisions.

Full Text available here.

Current Bill Status: August 17, 2010, referred to Committee on Commerce and Tourism.