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NRAI Compliance Updates - December, 2003
Greetings,
Please find below NRAI's monthly collection of
Business Entity, SEC changes and alerts. Please follow
the links to additional information where applicable.
Holiday
Closings
We have made every effort to confirm these dates.
However, if you have a time sensitive filing, we recommend
that you call the jurisdiction
in advance.
State Holiday Closings
Alaska - Closed December 25 and January 1
Alabama - Closed December 25, 26, and January 1
Arkansas - Closed December 24, 25, and January 1
Arizona - Closed December 25, and January 1
California – Closed December 25 and January 1
Connecticut - Closed December 25 and January 1
Colorado - Closed December 25 and January 1
District of Columbia - Closed December 25, 26 and January 1
(Federal Government set to be closed the same
schedule)
Delaware - Friday, December 19, 2003 (Corporation Department Annual Year End Celebration) Division of Corporations will have minimal staff available from 12:30-4:30 pm. All 2-Hour, Same Day, Next Day and Must Approval orders/filings must be received in their office by 10:00 am. All One-Hour orders/filings must be received in their office by 11:00 am. Normal cut-off times will be in effect for good standing orders and routine filings. Orders and filings submitted after the cut-off times will be delayed by 24 hours. NRAI Services office will be open until 7:00 pm.
Wednesday, December 24, 2003 (Christmas Eve)
Division of Corporations and NRAI Service office will close at 4:30 pm
Thursday, December 25, 2003 (Christmas)
Division of Corporations and NRAI Services office will be closed
Friday, December 26, 2003 (Day After Christmas)
Division of Corporations and NRAI Services office will be closed
Thursday, January 1, 2004 (New Year’s Day)
Division of Corporations and NRAI Services office will be closed
Florida - Closed December 25 and January 1
Georgia - Closed December 25, 26 and January 1
Hawaii - Closed December 25 and January 1
Iowa - Closed December 25 and January 1
Idaho - Closed December 25 and January 1
Illinois - Closed December 24, 25 and January 1
Indiana - Closed December 25, 26, and January 1
Kansas - Closed December 25 and January 1
Kentucky - Closed December 25 and January 1
Louisiana - Closed December 25, 26 and January 1, 2
Massachusetts - Closed December 25 and January 1
Maryland - Closed December 25, 26, and January 1
Maine - Closing at 12:00 noon December 24, Closed December 25, 26 and January 1
Michigan - Closed December 24, 25, 31, and January 1
Minnesota - Closed December 25 and January 1
Missouri - Closed December 25 and January 1
Mississippi - Closed December 25, 26, and January 1, 2
Montana - Closed December 25 and January 1
North Carolina - Closed December 24, 25, 26, and January 1
North Dakota - Closing at 12:00 noon December 24, Closed December 25 and January 1
Nebraska - Closed December 25 and January 1
New Hampshire - Closed December 25 and January 1
New Jersey - Closed December 25 and January 1
New Mexico - Closed December 25 and January 1
Nevada - Closed December 25 and January 1
New York - Closed December 25 and January 1
Ohio - Closed December 25 and January 1
Oklahoma - Closed December 25, 26, and January 1
Oregon - Closed December 25 and January 1
Pennsylvania - Closed December 25 and January 1
Rhode Island - Closed December 25 and January 1
South Carolina - Closed December 24, 25, 26, and January 1
South Dakota - Closed December 25 and January 1
Tennessee - Closed December 24, 25, 26, and January 1
Texas - Closed December 24, 25, 26, and January 1
Utah - Closed December 25 and January 1
Virginia - Closing December 24 at 12:00 noon, Closed December 25, 26, and January 1, 2
Vermont - Closed December 25 and January 1
Washington - Closed December 25 and January 1
Wisconsin - Closed December 24, 25, 31, and January 1
West Virginia - Closing at 12:00 noon December 24, Closed December 25, 26, 31 and January 1
Wyoming - Closed December 25 and January 1
EDGAR - Friday, December 26, 2003 has been declared a Federal Holiday. The EDGAR system will be closed on that day. EDGAR filings will not be received, processed, or disseminated starting at 10:00 p.m. Eastern Time on Wednesday, December 24 through Sunday, December 28. EDGAR will resume normal operations at 6:00 a.m. Eastern Time on Monday, December 29.
Canadian Federal
Closed December 25, 26 and January 1
Canadian Provinces: (Where information was readily
available)
Alberta - Closed December 24, 25, 26 and January 1
British Columbia - Closed December 25, 26, and January
1
Newfoundland - Closing at 3:00 p.m. EST December 24, closed December 25, 26, and January
1
Northwest Territories - closed December 23 through January 1, reopening January
2
Nunavet - Closed December 25, December 26
Quebec - Closed ˝ day December 24, closed December 25, December 26, December 31, January 1, January
2
New Legislation
Massachusetts
New Corporation Act title Chapter 156D to take effect July 1, 2004. In the legislature, as Senate Bill 103, the Act was signed into law on November 26, 2003. Full Text of the Bill may be accessed at
http://www.state.ma.us/legis/bills/st00103.htm
Highlights of the bill include:
- Rights of creditors and shareholders upon dissolution of a corporation
- Rules regarding treatment of derivative shareholder actions
- Provides for notices, consents, and proxies to be sent electronically
- Allows for Shareholders to act by written consent that is less than unanimous
- Provides for conversion of one business entity form to another
Pending Legislation
Arizona
House Bill 2021B concerning elected apportionment for corporate income taxes. Bill text available at
http://www.azleg.state.az.us/legtext/46leg/2s/bills/hb2021p.htm
New Hampshire
H. B. 1388 Reduces rate on the Business Profit Tax, currently submitted to the Ways and Means Committee. Link to status and full text at:
http://www.gencourt.state.nh.us/ie/billstatus/billstatuspwr.asp
Pennsylvania
House Bill 1472 concerning capital franchise tax, currently in Appropriations Committee as of December 11, 2003. Full text and status at:
http://www.legis.state.pa.us/WU01/LI/BI/ALL/2003//0//HB1472.HTM
Securities and Exchange
Commission Developments
Proposed Rules to amend Rules of Practice and Related Provisions (17 CFR Parts 200, 201 and 240) in light of Sarbanes-Oxley. Public Comments must be submitted on or before January 5, 2004. Full text of proposed amendments accessible at
http://www.sec.gov/rules/proposed/34-48832.htm
Final Rules adopted for Disclosure Requirements related to Director Nominations and Shareholder Communications. 17 CFR Parts 228, 229, 240 270 and 274. Full text of rule may be accessed at
http://www.sec.gov/rules/final/33-8340.htm
International
Developments
The United Kingdom has taken steps to pass what could be called their own version of the Sarbanes-Oxley Act. The Bill called the “The Companies (Audit, Investigations and
Community Enterprise) Bill, will cause companies to publish non-audit services as provided by their auditors. It will further require new independent auditing standards and require directors to make further disclosures to show they have not withheld information from auditors. The bill gives new powers to the Financial Reporting Review Panel which is the watchdog for compliance with financial reporting status.
Court Cases
Secured Transactions practitioners may want to look at In re: Spearing Tool and Manufacturing Co., Debtor. Crestmark Bank and Crestmark Financial Corp, Plaintiff v. United States of America, Department of Treasury, Internal Revenue Service, Defendant
292 B. R. 579, 2003 Bankr. LEXIS 439; 2003-1 U.S. Tax Cas. (CCH) P50, 525; 91 A.F.T.R. 2d (RIA) 2271
In this case a trend is exposed where Courts may require that any creditor execute searches under all possible permutations of a debtor name in order to have exercised appropriate diligence to mount a defense.
Previous issues of the NRAI
Newsletter may be found at: http://secure.nrai.com/dynamic_frame.asp?page=research
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In light of the Sarbanes-Oxley Act and recent allegations of corporate misconduct, standards from lending institutions and credit rating agencies have become stricter. Many lending institutions are now requiring borrowers to appoint Independent Directors as a condition of the loan.
National Registered Agents,
Inc.(NRAI) continues to be a leading provider of Independent Directors or LLC Independent Members for entities involved in financial transactions which require this service.
Advantages
of NRAI Independent Director / Member services
include:
·
Simplified requirements for indemnification.
·
Expedited turn-around time
·
Competitively priced
To learn more about NRAI's Independent Director / Member services, visit http://secure.nrai.com/dynamic_frame.asp?page=products&d=html_products/inddir.asp
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About NRAI
National Registered Agents, Inc.
(NRAI) is a professional Registered Agent for new and
established business entities. NRAI is fully licensed to
maintain Registered Office and receive legal process for
companies throughout the United States and around the
globe.
The NRAI Network encompasses 23
operating affiliates, with more than 400 associates, and
36 offices nationwide. The Network is focused on
providing comprehensive corporate and public record
information, research, retrieval, filing, and corporate
services for both law firms and corporate legal
departments.
For
more information regarding NRAI services, please contact us at
800.550.6724 or info@nrai.com
Visit www.nrai.com for free Delaware
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