NRAI Compliance Updates - November, 2007

NRAI Compliance Updates - November 2007

Greetings,

November has been an active month with a lot of legislation moving along.

The State of Wyoming is about to introduce one of the more interesting bills. The Secretary of State has proposed HB 25 as a solution to Federal concerns regarding the use of business entities. The bill would, if passed, require the registered agent for service of process to maintain a list of Officers and Directors of Domestic For-Profit Corporations until the first periodic report is filed with the Secretary of State’s office. The bill further proposes that the registered agent for service of process maintain a list, updated within 60 days of a change, of all members and managers of a Domestic Limited Liability Company. In Wyoming, because a Domestic Limited Liability Company is not required to disclose this information, the registered agent for service of process must maintain the information regarding members and managers indefinitely.

Upon request from the Secretary of State, this beneficial ownership information must then be produced. “The Secretary of State may release any such confidential information only pursuant to court ordered subpoena or to a bona fide law enforcement agency for use in a criminal investigation.”

The release of the information by the Secretary of State to a law enforcement agency does not seem to require a subpoena.

Robert K. Rowell
General Counsel

New, Pending and Passed Legislation

Federal Legislation

HB 2868

To eliminate the exemption from State regulation for certain securities designated by national securities exchanges.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=110_cong_bills&docid=f:h2868rfs.txt.pdf

Current Bill Status: October 24, 2007 Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

HB 3874

To amend the Internal Revenue Code of 1986 to reduce the recognition period for built-in gains for subchapter S corporations. Small Business Growth and Opportunity Act - Amends the Internal Revenue Code to reduce from 10 to seven years the period during which certain built-in gains of subchapter S corporations are subject to tax.

Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=110_cong_bills&docid=f:h3874ih.txt.pdf

Current Bill Status: 10/17/2007 Referred to House committee. Status: Referred to the House Committee on Ways and Means.

Florida

HB 205/ SB 304

Corporations Not for Profit; Revises provisions relating to the Corporations Not for Profit law, etc. EFFECTIVE DATE: 10/01/2008. Revises provisions relating to Corporations Not for Profit law to incorporate changes related to creation of "mutual benefit corporation" as not for profit, to incorporate changes related to filing, amendments, & dissolutions to conform with ch. 607, F.S., & to incorporate, where applicable, changes to non-filing provisions to conform with ch. 607, F.S.

Full Text available at: http://www.myfloridahouse.gov/Sections/Documents/loaddoc.aspx?FileName=_h0205__.xml&DocumentType=Bill&BillNumber=0205&Session=2008

Current Bill Status: November 9, 2007 in Economic Expansion & Infrastructure Council and Policy & Budget Council.

Maryland

HB 16

Corporate Income Tax Reform. Requiring specified corporations to compute Maryland taxable income using a specified method; providing that, except as provided by and subject to regulations of the Comptroller, specified groups of corporations shall file a combined income tax return reflecting the aggregate income tax liability of all of the members of the group for specified tax years; requiring the Comptroller to adopt regulations; applying the Act to taxable years after 2007; etc.

Full Text available at: http://mlis.state.md.us/2007s1/bills/hb/hb0016f.pdf

Current Bill Status: October 29, 2007 First reading in Ways and Means Committee.

HB 55

Increasing from $300 to $1,000 the filing fee for annual reports filed by specified corporations; providing a credit against the State income tax for specified amounts of the filing fee paid for filing annual reports under specified circumstances; allowing unused credit to be carried forward under specified circumstances; applying the Act to fees paid for annual reports filed after December 31, 2007, and taxable years beginning after December 31, 2007; etc.

Full Text available at: http://mlis.state.md.us/2007s1/bills/hb/hb0055f.pdf

Current Bill Status: October 30, 2007 First Reading Ways and Means.

SB 22

Taxation of Corporations - Alternative Minimum Assessment. Imposing an alternative minimum assessment on corporations doing business in the State; providing for the computation of the alternative minimum assessment as a percentage of a corporation's gross receipts or gross profits, based on an election made by the corporation; limiting the alternative minimum assessment to $5,000,000 for any corporation and to $20,000,000 for affiliated groups of corporations; providing for credits against the corporate income tax under specified circumstances; etc.

Full Text available at: http://mlis.state.md.us/2007s1/bills/sb/sb0022f.pdf

Current Bill Status: October 29, 2007 First Reading Budget and Taxation.

Massachusetts

HB 4298

Relative to the conversion of certain limited partnerships.

Full Text available at: http://www.mass.gov/legis/bills/house/185/ht04pdf/ht04298.pdf

Current Bill Status: October 15, 2007 The committee on Economic Development and Emerging Technologies, to whom was referred the petition (accompanied by bill, House, No. 379) of William F. Galvin relative to the conversion of certain limited partnerships, reports recommending that the accompanying bill (House, No. 4298) ought to pass.

HB 4301

Relative to technical corrections to the Massachusetts Business Corporation Act.

Full Text available at: http://www.mass.gov/legis/bills/house/185/ht04pdf/ht04301.pdf

Current Bill Status: October 15, 2007 The committee on Economic Development and Emerging Technologies, to whom was referred the petition (accompanied by bill, House, No. 380) of William F. Galvin relative to technical corrections to the Massachusetts Business Corporation Act, reports recommending that the accompanying bill (House, No. 4301) ought to pass.

Michigan

HB 5357

Businesses; professional corporations; definition of "professional services"; revise and include definition of "services in a learned profession". TIE BAR WITH: HB 5356'07, HB 5358'07. A bill to amend 1962 PA 192, entitled "Professional service corporation act," by amending sections 2, 3, 4, and 13 (MCL 450.222, 450.223, 450.224, and 450.233), section 2 as amended by 1998 PA 48, section 4 as amended by 2000 PA 335, and section 13 as amended by 2001 PA 58.

Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/billintroduced/House/pdf/2007-HIB-5357.pdf

Current Bill Status: October 24, 2007 referred to Committee on New Economy and Quality of Life.

HB 5358

Businesses; limited liability companies; definition of "professional service"; revise. TIE BAR WITH: HB 5356'07, HB 5357'07. A bill to amend 1993 PA 23, entitled "Michigan limited liability company act," by amending section 902 (MCL 450.4902), as amended by 1997 PA 52.

Full Text available at: http://www.legislature.mi.gov/documents/2007-2008/billintroduced/House/pdf/2007-HIB-5358.pdf

Current Bill Status: October 24, 2007 referred to Committee on New Economy and Quality of Life.

Ohio

HB 332

Adopt the Uniform Partnership Act to be known as the "Ohio Uniform Partnership Act”.
To amend sections 111.16, 1329.01, 1329.04, and 2329.66 and to enact sections 1775.66, 1776.01 to 1776.08, 1776.10 to 1776.12, 1776.21 to 1776.24, 1776.31 to 1776.38, 1776.41 to 1776.58, 1776.61 to 1776.79, 1776.81 to 1776.89, 1776.91, 1776.92, 1776.95, 1776.96, 1777.07, 1779.12, 1782.64, and 2307.30 of the Revised Code to adopt the Revised Uniform Partnership Act to be known as the "Ohio Uniform Partnership Act (1997)," to establish that on and after January 1, 2009, the act governs new partnerships and partnerships that elect to be governed by the act, to establish that effective January 1, 2010, the act governs all partnerships in Ohio, and to establish that effective January 1, 2010, the existing Ohio Partnership Law no longer governs partnerships.

Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_332

Current Bill Status: November 8, 2007 to Conference Committee.

HB 380

Require commercial or public entity to maintain records regarding each worker who performs services for that entity and to establish penalties for failure to maintain those records.

Full Text available at: http://www.legislature.state.oh.us/bills.cfm?ID=127_HB_380

Current Bill Status: November 7, 2007 Introduced.

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, 1701.55, 1701.58, 1701.69, 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, and 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.

Full Text available at: Not Currently available.

Current Bill Status: November 1, 2007 introduced.

Wyoming

HB 25

AN ACT relating to business entities; consolidating provisions regulating registered agents; providing definitions; providing for record keeping; providing for service of process; requiring registered agents to maintain physical addresses and business hours; making conforming amendments; providing appropriations; and providing for effective dates.

Full Text available at: http://legisweb.state.wy.us/2007/interim/corp/BILLS/08lso-0025w4.pdf

Current Bill Status: November 14, 2007, passed out of committee with a recommendation to introduce.

HB 30

AN ACT relating to business entities; providing a penalty for signing a false document; providing for forfeiture of limited liability company articles of organization; providing for administrative dissolution of corporations; providing for a fee; providing for revocation of authority for foreign corporations; providing for interim classifications; and providing for an effective date.

Full Text available at: http://legisweb.state.wy.us/2007/interim/corp/BILLS/08lso-0030w3.pdf

Current Bill Status: November 14, 2007, passed out of committee with a recommendation to introduce.

For an archive of NRAI Compliance Updates, visit www.nrai.com and select Research Center.

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