National Registered Agents, Inc.
NRAI Compliance Updates
 
November 2008
Greetings,

State legislation continues to be slow. New Jersey has been the most active with the only Bills reported below. These Bills deal with fine tuning business entity statutes and several are patterned after Delaware law. Much of the current activity at both the state and federal levels are reactions to the current economic downturn. Once Congress returns after the Thanksgiving break, I expect it to be a busy legislative season.

Robert K. Rowell
General Counsel

 
New Jersey

HB 2879/SB 2050

Allows certain corporate notices to be provided via electronic transmission. This bill provides that any notice required or permitted pursuant to the provisions of the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq., such as by a certificate of incorporation or bylaws or any resolution of directors or shareholders, may be provided by electronic transmission. The bill defines "electronic transmission" as any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient, and that may be directly reproduced in paper form by that recipient through an automated process.

Full Text available at:http://www.njleg.state.nj.us/2008/Bills/S2500/2050_I1.HTM

Current Bill Status: October 20, 2008, reported from Senate Committee, 2nd Reading.


HB 2884/SB 2283

Expands scope of unincorporated entities permitted to merge or consolidate with domestic corporations. This bill amends the definition of "foreign corporation" to provide that a foreign corporation means a corporation for profit organized under the laws of a jurisdiction other than this State, including any state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction. Additionally, the requirement under the current definition that a foreign corporation's purpose coincide with the purpose or purposes for which a corporation may be organized under New Jersey's corporation law has been eliminated to reflect the analogous definitions of "foreign limited partnership" under section 5 of the"Uniform Limited Partnership Law (1976)," P.L.1983, c.489 (C.42:2A-5), and "foreign limited liability company" under section 2 of the "New Jersey Limited Liability Company Act," P.L.1993, c.210 (C.42:2B-2).The bill also amends the definition of "other business entity" toinclude in the broadest sense, all unincorporated entities formed under any domestic or foreign jurisdiction and is generally analogous to the definition of "other business entity" set forth under section 20 of the "New Jersey Limited Liability Company Act," P.L.1993, c.210 (C.42:2B-20). Thus, the bill expands the scope of unincorporated entities that may be permitted to merge or consolidate with a domestic corporation beyond the traditional partnerships and limited liability companies previously allowed, to now include statutory trusts, business trusts or associations, real estate investment trusts, common law trusts, national associations, or any other unincorporated business, subject to the requirement that the other entity comply with the laws of this State.

Full Text available at http://www.njleg.state.nj.us/2008/Bills/S2500/2283_I1.HTM

Current Bill Status: October 20, 2008, introduced in the Senate, Referred to Senate Commerce Committee.


HB 2881/SB 2284

Allows director of corporation to provide notice of resignation, which resignation is only effective upon occurrence of certain event. This bill provides that a director may provide a notice of resignation to the corporation that is only effective upon the occurrence of a certain event or events. This bill provides New Jersey corporations greater flexibility in
adopting majority voting provisions, or other voting schemes, regarding the election of directors. For example, a director may provide a notice of resignation to the board which is effective if the director does not receive votes constituting a majority of shares voted
at a shareholder's meeting.

Full Text available at:http://www.njleg.state.nj.us/2008/Bills/S2500/2284_I1.HTM

Current Bill Status: October 20, 2008, introduced in the Senate, Referred to Senate Commerce Committee.

 
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NRAI's eFile Center

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With Registered Agent offices in all 50 states, District of Columbia and foreign jurisdictions, NRAI is a trusted expert. Since 1995, NRAI has handled nearly 1 million Service of Process deliveries for companies large and small. Utilizing its state of the art proprietary Service of Process system to ensure proper record keeping, SOP history and prompt notice and delivery, NRAI has demonstrated its leadership and innovation in the industry. NRAI also provides user friendly online tools to assist clients with ongoing records management and corporate governance. With corporate service offices across the country, NRAI also handles a wide range of corporate transactions from entity formation to UCC searches. Its experienced and veteran corporate specialists can handle any project from simple to complex. Repeatedly praised as the best company to use in time critical situations, NRAI and its corporate service offices live outstanding customer service each day. For more information about NRAI's Entity Management Services, First Serve™, OneQuery™, Independent Director and SPE services, visit www.nrai.com.