In an effort to help keep our clients informed on changes with the Secretary of States and other relevant agencies, Registered Agent Solutions, Inc. provides frequent Jurisdictional Updates. While these Jurisdictional Updates are posted on an ongoing-basis, you may also receive a monthly summary of updates by subscribing to our Monthly Newsletter. Additionally, many of the Jurisdictional Update postings are shared on our social media outlets.
8/21/2014 - New York
SB 7762 Charitable Corporations
Senate Bill 7762 (Chapter 321) signed by the governor and effective August 11 authorizes certain corporations with both charitable and business purposes to elect to be a non-charitable corporation.
8/4/2014 - Alaska
Governor signed House Bill 47 & House Bill 121
House Bill 47 shields working Alaskans and Alaska's businesses from senseless lawsuits by requiring security to be posted if a restraining order, preliminary injunction, or order staying the operator of a permit is needed against an industrial operation.
House Bill 121 strengthens the Alaska Commercial Fishing and Agriculture Bank's (CFAB) ability to serve its member-owners. HB 121 allows entrepreneurs to obtain capital to develop projects in Alaska.
7/28/2014 - Delaware
General Corp Law, LLC Act, and LP Act Changes
House Bill 327 amends the Limited Liability Company Act with regards to maintaining and producing member and manager records of the LLC. The bill also clarifies consents, makes changes to books and records requests by members, and provides additional means by which a dissolution may be revoked.
House Bill 328 amends the Revised Uniform Limited Partnership Act with regards to providing information on the current partners. The bill also clarifies consents, makes changes to books and record requests by partners, and provides additional means by which a dissolution may be revoked.
House Bill 329 amends the General Corporation Law to authorize filing of certificates of amendment that either change the corporate name or delete historical provisions relating to the incorporator, initial directors or initial subscribers and provisions relating to previously effected changes to stock, without submitting the amendment for stockholder approval. The bill also makes several other changes regarding meeting requirements when an amendment is on the table, merger agreements, voting trust agreements, and clarifies consents by directors and stockholders.
7/10/2014 - Indiana
New Forms Effective Immediately
The Secretary of State's office has announced that, effective immediately, they will only accept new forms for initial domestic and foreign entity formation filings. There is no grace period allowed and old forms will be rejected. Please call our Client Services Department for any questions.
7/1/2014 - Florida
Social Purpose and Benefit Corporations
House Bill 685 (Chapter 2014-209) signed by the governor June 20 and effective July 1 authorizes the creation of social purpose corporations and benefit corporations. The bill also some changes regarding entity name distinguishability. Some differences are not considered a distinguishing factor when determining if the name of a business entity is distinguishable from the names of all other entities or filings on the records of the Department of State. The bill text and analysis can be accessed at the Florida House of Representatives website.
6/30/2014 - Tennessee
Effective July 1, litigation financiers operating in the state must registered with the Secretary of State. Please view the press release below for full details.
6/27/2014 - National
UCC 2010 Amendments to Article 9
The following states have passed legislation to accept the 2010 Amendments to the Uniform Commercial Code Revised Article 9. It is recommended that you use the new forms dated 4/20/11 as not every state will offer a grace period. Beginning July 1, the amendments are in effect in: Alabama California Vermont New York is close to passing the legislation but the bill has not yet been signed by the governor. The Amendments will be in effect in New York immediately once signed. Please contact RASi if you have any questions or need UCC filing assistance.
5/27/2014 - Hawaii
Minimum Wage Increased
Governor Abercrombie signed Senate Bill 2609 (Act 82) on May 23, which will gradually increase the state's minimum wage from $7.25 to $10.10 over the next 4 years. For more information, visit the press release below.
5/20/2014 - California
Certificates of Filing & Certificate of Listing Changes
Effective May 19, the Secretary of State will no longer issue a Certificate of Filing for a single business entity filing. Instead, the request must be made for a Certificate of Filing of All Documents, which is currently known as a Certificate of Listing. Alternatively, a certified copy can be requested for a single filing. The new Certificate of Filing of All Documents will list in chronological order from oldest to newest, all filings currently on record with the Secretary of State's office for the business entity. The fee is based on the number of documents listed and is $5.00 per document listed. View the state's announcement at the link below.
5/19/2014 - Maryland
Corporations and Real Estate Investment Trusts
SB 713 and HB 916 have been enacted and will be effective October 1. These bills make changes to miscellaneous provisions in relation to corporations and real estate investment trusts (REITs). Visit the bills be clicking on the links below.
5/15/2014 - Alabama
Revisions to Mergers and Conversions
Effective July 1, SB61 revises certain provisions relating to mergers and conversions under the Alabama Business and Nonprofit Entities Code. To view the specific changes, please visit the bill at the state legislature's website.
5/9/2014 - Mississippi
Renewal of Name Reservations
Effective July 1, corporations will be able to renew name reservations for an additional 180 day period by filing a renewal application within 30 days before the expiration of the initial 180 period. View Senate Bill 2511 for more information.
5/7/2014 - Kansas
Business Entity Standard Treatment Act
The Secretary of State's office has announced the passing of the Business Entity Standard Treatment (B.E.S.T.) Act that centralizes the filing requirements for the most common business entities into one group of statutes. Previously, each business entity was subject to its own set of statutes. This new act will become effective January 1, 2015. Visit the link below.
5/5/2014 - Tennessee
Additional Mailing Address on Filings
Effective July 1, business entities will be required to include an alternative mailing address if the US Postal Service does not deliver mail to the first address listed. For clarification, visit the text of House Bill 1733 below.
5/2/2014 - Rhode Island
Nonprofit Corporation Authorized Representative
The Rhode Island Nonprofit Corporation Act has been revised effective April 18. House Bill 7283 establishes and defines the position of “authorized representative” for nonprofit corporations and authorize that person to execute the company’s annual report filing. View the bill text below.
5/1/2014 - Tennessee
Nonprofit Corporations Act Revised
Effective January 1, 2015, Senate Bill 1505 (Chapter 899) revises the Nonprofit Corporation Act. Many changes have been made, so please visit the bill of the text on the state’s website.
4/4/2014 - West Virginia
Beginning June 3, 2014, cooperative associations in West Virginia will no longer be required to notarize Articles of Incorporation. Visit the link below to view the full bill text.
4/3/2014 - Washington
SB 5999, which goes into effect on June 12, 2014, will allow LLCs to convert into domestic corporations, as well as domestic corporations to convert into LLCs. Review the full bill text below.
4/2/2014 - Iowa
Voting Trusts and Shareholder Agreements
SB 2200, which becomes effective starting July 1, 2014, removes the limitations on voting trusts and shareholder agreements. Review the entire bill at the link below.
3/25/2014 - Tennessee
SB 1435, which went into effect March 12, 2014, requires the Board of Licensing Contractors to reject license applications that have a name (under which the applicant will be trading) identical, or very similar, to an existing licensee due to the confusion it may cause. Please review the Senate Bill language here.
3/24/2014 - Iowa
Use of "Bank" or "Trust" in a Corporate Name
HB 2130, which went into effect March 7, 2014, restricts the use of the words "bank" and/or "trust" (including derivative, plural or compound forms of these words) in corporate names. See the full bill text here.
3/24/2014 - Maine
Short-form Registration available
Business entities in Maine are now permitted to use a short-form registration statement for securities. SP 568, which became effective on March 2, 2014 without the governor's signature, was created with the purpose of increasing funds for start-up companies. Review the bill text by visiting the link below.
3/24/2014 - Iowa
Use of "Bank" or "Trust" in a Corporate Name
HB 2130, which went into effect March 7, 2014, restricts the use of the words "bank" and/or "trust" (including derivative, plural or compound forms of these words) in corporate names. See the full bill text at the link below.
2/19/2014 - Pennsylvania
Expedited Filing Service
A new service being offered by the Pennsylvania Secretary of Commonwealth office allows business to process documents as quickly as one hour. Here's the expedited filing service price breakdown: $1,000 plus filing fee for one-hour service, $300 plus filing fee for three-hour service, and $100 plus filing fee for same-day service. Click the link below for more information on the expedited service.
2/17/2014 - Arizona
New Service of Process Procedure
The Arizona Corporation Commission has simplified the procedure for accepting service of process on behalf of a registered entity. View the new service of process requirements when delivering to the Corporation Commission's office at the link below.
1/17/2014 - California
Corporation During an Emergency
Assembly Bill 491, pertaining to the operation of corporations in anticipation of or during an emergency, goes into effect January 1, 2014. Please review the final text of the bill here.
1/15/2014 - Delaware
Defective Corporate Acts
Effective April 1, 2014, Delaware corporations can fix defects in authorization of certain corporate acts. This is made possible by the newly added Section 204 and 205 of the Delaware General Corporation Law. Review the Section information at the link below.
1/14/2014 - Oregon
Religious Corporation Annual Meetings
HB 2915, relating to annual meetings for religious corporations, goes into effect January 1, 2014. Review the final bill text at the link below.
1/13/2014 - New Hampshire
Business Corporations Act Revisions
The New Hampshire Business Corporations Act (RSA 293-A) has been repealed and reenacted with revisions that went into effect January 1, 2014. To see the final text of the bill, click on the link below.
1/8/2014 - North Carolina
Business Corporations Act Revisions
Revisions to the North Carolina Business Corporations Act will go into effect January 1, 2014. Review the bill text at the link below.
1/7/2014 - North Carolina
LLC Company Act Revisions
Revisions to the North Carolina Limited Liability Company Act will be effective as of January 1, 2014. To see the final text of the bill, click on the link below.
1/6/2014 - Oregon
Benefit Corporations Allowed
January 1, 2014 marked the first day that Oregon businesses could register as Benefit Companies thanks to House Bill 2296. View the official Secretary of State press release at the link below for more information on what a Benefit Company is.
1/2/2014 - California
Shareholders Distributions and Preferences
Assembly Bill 434, providing that a distribution to a corporation's shareholders be made without preference or preferential rights, also goes into effect January 1, 2014. Access the bill text with the link below.
12/31/2013 - Florida
Revised LLC Act
The Florida Revised Limited Liability Company Act will be effective as of January 1, 2014. Existing LLCs that formed under the previous act will be governed by the revised act beginning January 1, 2015. Please review the bill text at the link below.
12/30/2013 - Iowa
Business Corporations Act
Effective as of January 1, 2014, the Business Corporations Act in Iowa has been revised. To see the final text of the bill, click the link below.
12/17/2013 - Nevada
Publication Requirement Reminder
We would like to reminder you that NRS 80.190 requires foreign corporations to publish an annual statement, no later than March of each year, in two issues of a weekly Nevada newspaper. The statement must include the name of the corporation, the name and title of the corporate officer submitting the statement, the mailing or street address of the corporation's principal office, and the mailing or street address of the corporation's Nevada office (if one exists). A $100 penalty fee will be incurred for each month that the statement goes unpublished. Additionally, any district attorney in the state may sue to recover the penalty. View the statue at the link below.
11/25/2013 - California
LLC Name Reservations and New Forms
Effective January 1, there will be a few important changes in California.
Name Reservations - Business names for Limited Liability Companies in California must now be reserved by mailing a request or by submitting a paper form over the counter, as opposed to reserving over the phone. Name availability can still be checked, but the accuracy is not guaranteed because of the processing time for name reservations. This does not apply to Corporations.
New LLC Forms - Starting in January, there will be new forms to form Limited Liability Companies. The state has not released the forms yet, and the old forms cannot be used after December 31st, even with a future effective filing date. For any LLC formed in 2014, the new form must be used and drafting your own form is not an option. Please note that a January 1st filing date will not be possible this year because the state will be closed on New Year's Day.
Please remember that future file and future effective dates must be included within the document. Please contact our Client Services Department for more information.
11/20/2013 - Texas
Tax Certificates and Clearance Letters
The Texas Comptroller of Public Accounts is now offering online requests for tax certificates and tax clearance letters. Taxpayers and tax preparers that have a franchise tax WebFile (XT) number or who have previously used the WebFile system are eligible to request a certificate or letter electronically.
- Entities that are not eligible include:
- Entities that are part of a combined group,
- Entities that were forfeited prior to January 1, 2000
- Entities that have past due franchise tax filings and/or liabilities prior to January 1, 1992
- Entities not registered with the Texas Secretary of State's office
- Entities that have an active audit
- Entities that have been active for franchise tax for less than 1 year.
11/6/2013 - Maine
UCC Search Logic Changes
New Administrative Rules for the Uniform Commercial Code became effective in Maine and as a result changed the standard search logic used when doing a certified UCC search at the state level. Maine will no longer disregard corporate indicators or "noise words." View the new rules at the link below for more information.
10/20/2013 - Nevada
Benefit Corporations may be formed in January 2014
According to Nevada bill AB 89, Benefit Corporations will be allowed effective January 1, 2014. While a "for-profit" corporation has a fiduciary duty to its shareholders, a benefit corporation is formed to pursue either a general or specific public good as set forth in the articles of incorporation. This type of corporation still has a fiduciary duty to the shareholders, but also a duty to carry out the particular benefit describer in the articles. The public benefit must be something that has an impact on society or the environment as determined by a third party standard. A company can elect to be a Benefit Corporation by checking the designated box on the articles of incorporation form, or by filing an amendment to the articles. For more information on specific public benefits that are included, see the bill information at the link below.
10/4/2013 - California
UCC RRA9 Legislation Signed by Governor
California is the latest state to adopt the 2010 Amendments to the Uniform Commercial Code. While most states passed legislation in time for the July 1. 2013 effective date, California will be using a July 1, 2014 effective date. Once in effect, new rules will apply when determining an individual debtor's name and there will also be new forms. For more information, download our UCC Guide to the 2010 Amendments.
9/27/2013 - Ohio
Updates to the Corporate Dissolution Act
Ohio has changed the requirements for the dissolution of a domestic, for-profit corporation. As of September 29th, Ohio for-profit corporations must submit a Certificate of Tax Clearance from the Department of Taxation to the Secretary of State's office in order to file a voluntary Certificate of Dissolution.
8/28/2013 - Nevada
Effective October 1, the Nevada Secretary of State’s office has made the following changes to comply with legislative updates. Signature Requirements – Most commercial recordings will require the signature of an office or some other person specifically authorized by the entity to sign. Initial and Annual Lists – The new forms will no longer require registered agent information. A disclaimer will be added regarding the fraudulent naming of officers. Reinstatements and Revivals – An additional form will be required with declarations under penalty of perjury that the reinstatement has been duly authorized by a court of competent jurisdiction or by the duly authorized board of directors, or if none, the equivalent of such board. Foreign Qualifications – Foreign entities will no longer be required to provide a certificate of good standing from their home state. Instead, the updated form will require a declaration of the existence of the entity and the jurisdiction of its creation, and that the entity is in good standing in the home jurisdiction.
8/1/2013 - Delaware
Benefit Corporations Accepted for Filing
Public Benefit Corporations can now be formed in Delaware as of August 1, 2013. To form this type of corporation, certain requirements must be fulfilled. The entity must be formed with the purpose of providing one or more specified public benefits, which must be stated in the Articles. The entity must also be include in its name the worlds “public benefit corporation”, “P.B.C.”, or “PBC” which shall be considered the corporate ending. To view Senate Bill 47, click on the link below.
7/23/2013 - Arkansas
Benefit Corporations Now Permitted
House Bill 1510 will allow for the formation of Benefit Corporations. This type of entity is a company that has a specified intent to benefit the public good as written in the Articles of Incorporation. The bill specifies the following public benefits:
"(A) Providing low-income or underserved individuals or communities with beneficial products or services;
(B) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
(C) Preserving the environment;
(D) Improving human health;
(E) Promoting the arts, sciences, or advancement of knowledge;
(F) Increasing the flow of capital to entities with a public benefit purpose; and
(G) Conferring any other particular benefit on society or the environment;"
For more information, see the link to the House Bill below.
7/15/2013 - Texas
Assumed Name Certificate
Due to the updated requirements for assumed name certificate filings, certain addresses are no longer required information. To see the current requirements as stated in the statute, see the link below.
7/1/2013 - New Mexico
Business Filings Moved to SOS Office
Effective July 1, the Corporations Bureau of the Public Regulation Commission (PRC) will no longer be responsible for the registration of corporations and limited liability companies. This responsibility has been transferred to the Secretary of State's office. Please note that our Forms Library maintains the most up to date forms required for filing with the Secretary of State's office.
For more information, see the bill at the link below.
7/1/2013 - Vermont
Filing Fee Increase
As of July 1, filing fees have increased. Fees for business formation filings have increased to $125 from $100. Annual Report fees have also increased, and vary according to entity type. To see a full list of filing fees, see the link below.
6/6/2013 - Tennessee
UCC Online Filing System
Effective July 1, the Tennessee Secretary of State's office has implemented an online UCC electronic filing system. For information regarding filing a UCC lien in Tennessee, visit https://tnbear.tn.gov/UCC/Common/links.aspx. To see the press release, click on the link below. https://tnbear.tn.gov/UCC/Docs/TNUCCOnline.pdf
5/14/2013 - National
Nicaragua Becomes Hague Member
Nicaragua is the newest signatory to the Hague Convention, which means that documents that will be used in Nicaragua only need an apostille certification from the appropriate Secretary of State's office in order to be used. Countries that are not part of the Hague Convention are required to be legalized. RASi handles apostilles and legalizations for documents that are used all over the world. For more information, contact us!
5/8/2013 - Texas
Account Status Certificate No Longer Issued
The office of the Comptroller of Public Accounts has announced that "Certificates of Account Status," which are sometimes referred to as "Certificates of Good Standing" in Texas, will no longer be issued online. These certificates were used to show if a business was up to date on their franchise tax payments. Now, anyone looking for this information will be able to use the comptroller's website to search for the business and view status information. However, the Franchise Tax Account Status printed from the website will not be accepted at the Secretary of State's office. For filing purposes, a completed Form 05-359 which is the "Request for Certificate of Account Status," must be used to receive the necessary account status information. For more information, see the link below.
5/6/2013 - North Dakota
UCC E-Filing Requirement Set for 2015
New legislation will require that UCC liens be filed electronically, according to House Bill 1136 which was signed by Governor Dalrymple on April 29. The bill requires that the state implement a central indexing system that will allow for electronic filing of various lien types, including UCCs. The e-filing requirement will be effective August 1, 2015 or 90 days after the state certifies that the new central indexing system is ready. The legislation also requires that a debtor's social security number or IRS taxpayer identification number be listed on the lien filing. For more information, or to view the bill text, please see the link below.
5/3/2013 - Arkansas
Corporate Charter Forfeitures Deadline
Senate Bill 798 extends the deadline for corporate charter forfeitures to January 31. Previously, the Secretary of State issued a proclamation on or before January 1. Now, domestic and foreign corporations that have not paid the annual franchise tax for a prior year will be proclaimed as forfeited on our before January 31. To view the bill text, please see the link below.
4/22/2013 - Arkansas
New Corporation Type - Benefit Corporations
Effective July 27, House Bill 1510 provides for the formation of Benefit Corporations. This new type of corporation in Arkansas can be created for either a general public benefit or specific public benefit as defined in the entity's Articles of Incorporation. The public benefit must provide a "material positive impact on society and the environment" and is assessed by a third-party. For more information, see the link below.
4/10/2013 - Maryland
Preclearance Starts in October
Effective October 1, the Maryland State Department of Assessments and Taxation will allow documents to be submitted for preclearance. The fee for preclearance will be $275.00 and the expedite fee will be an additional $425.00 for 2 hour service. See the link below.
4/3/2013 - North Dakota
Updating Principal Office Address
Effective August 1, the principal office address of a corporation or limited liability company can be changed on a company's annual report. Before Senate Bill 2266, entities were required to file an amendment to the formation documents. The new law also requires that the principal place of business be listed on the initial formation documents filed with the Secretary of State. For more information, see the link below.
3/25/2013 - Nebraska
Change to Proof of Publication Filing Requirements
On March 7, 2013 Governor Dave Heineman approved LB 209 that removes the requirement of businesses to file proof of publication for trade names with the county clerk's office. Before the bill was passed, entities had to file proof of publication of the trade name with the Secretary of State and with the county clerk in the county of the principal office address within 45 days of registration with the Secretary of State. Now, proof of publication only needs to be filed with the Secretary of State'’s office within 45 days of registration. To view bill text, see the link below.
3/18/2013 - Virginia
Revised Limited Liability Company Act
The Virginia Limited Liability Company Act has been revised and will be effective July 1, 2013. The revisions include technical amendments, and also updates regarding the execution of documents and the term of existence. For more information, the text of the updated act can be found at the link below.
3/11/2013 - Oregon
Online Filing for Foreign Renewals
As of March 1, foreign entities in Oregon will be required to file renewals online only. Previously, businesses could mail in their renewal with the blue payment coupon generated by the state. Blue coupons issued before March 1 will be accepted during this transition. See the link for more information.
3/7/2013 - Nebraska
UCC Statutes Amended Regarding Bogus Liens
The statutes regarding Uniform Commercial Code Regulations have been amended to provide a way to have bogus liens terminated. According to the new statutes, an individual or an organization's representative can file a notarized affidavit stating that a financing statement was not filed by a financial institution or its representative and by was filed by someone not entitled to do so as under state law. The new law will allow for this affidavit to be reviewed in order to have the financing statement terminated. These revisions to the statute will help protect against fraudulent filings. Click on the link below for the text of the revised statute.
2/25/2013 - Wyoming
New UCC Effective Duration
Effective July 1, 2013, House Bill HB0003 will extend the duration a Uniform Commercial Code (UCC) Financing Statement is active in Wyoming. Once the bill is in effect, a UCC filed on or after July 1, 2013 will be active for 10 years, rather than the previous duration of 5 years. UCC-3 Continuations filed on or after July 1, 2013 will extend the duration of the financing statement for 10 years. The bill will not retroactively extend any UCCs currently on file and any UCC-1 or UCC-3 filings will be active for 5 years if filed before July 1. 2013. For more specific information on the new law, please see the house bill text.
2/22/2013 - Arkansas
Foreign Medical Corporation Certificate of Registration
Effective February 20th, foreign medical corporations can now obtain a Certificate of Registration in Arkansas. This new legislation as found in Senate Bill 53 requires that all officers, directors, and shareholders of the foreign medical corporation be licensed to practice medicine in the state of incorporation (domestic state). The text of the bill can be viewed below for more information.
1/23/2013 - Pennsylvania
Pennsylvania Registers First Benefit Corporations
Pennsylvania business corporations can now voluntarily register as a Benefit Corporation. This entity type is for corporations whose purpose is directed toward one or more public benefits. Benefit corporations give both entrepreneurs and investors the opportunity to create and invest in companies that act socially and environmentally responsible. Companies that commit to using recycled materials, to paying fair wage to employees, or to improving their local communities might consider becoming a benefit corporation. A business can elect to become a benefit corporation at the time of filing the Articles of Incorporation or by a two-thirds vote of its shareholders. An Annual Benefit Report is required of benefit corporations that describes what measures the company took to provide or create the public benefit in the preceding year.
1/14/2013 - Tennessee
Revised Incorporation Forms
New forms for for-profit corporation formations have been developed in accordance with the revisions to the Tennessee Business Corporation Act that went into effect on January 1, 2013. Nonprofit corporation formation forms have also been revised to accommodate the updated law. The Tennessee Secretary of State’s office is requiring that all new corporations in Tennessee, both foreign and domestic, utilize the latest forms.
1/9/2013 - California
Improvement to California Business Search
As of this week, the California Secretary of State's office will now be updating information provided via the online California Business Search tool twice a week. Each Saturday and Wednesday mornings, the most current information regarding business entities will be available to customers.
1/5/2013 - Colorado
Amendments to CO Charitable Solicitations Act
Amendments to the Colorado Charitable Solicitations Act in House Bill 12-1236 became effective on January 1, 2013. To accommodate these changes, the Colorado electronic filing system will be updated so that charities will automatically receive a 3 month extension, if the charitable organization has filed for an extension with the IRS. Charities will no longer have to file a separate extension with the Secretary of State. Note that charities must still file a renewal and financial report by the 15th day of the fifth month after the organization's fiscal year, unless the IRS authorizes a later date for filing Form 990. Changes to the Rules on Charitable Solicitations have also been made, thus resulting in a new schedule for filing and delinquency notices.
1/1/2013 - Nebraska
5 years to reinstate after administrative dissolution
Effective January 1 2013, Legislative Bill 854 limits the time in which an administratively dissolved entity can be reinstated. Entities that have been administratively dissolved for 5 or more years had until January 1, 2013 to reinstate. Moving forward, business entities have up to 5 years from the date of the administrative dissolution to reinstate. This bill applies to corporations, nonprofit corporations, limited liability companies, and limited cooperative alike. Secretary John Gale urges Nebraska business entities to review their current status with the Secretary of States office.
12/19/2012 - Louisiana
Revised Limited Liability Company Act
Signed by Governor Bobby Jindal on the 18th of June, Senate Bill 203 enacted a Revised Limited Liability Company Act. Effective January 1, 2013 it is intended to increase the flexibility of the act and enable tailored LLC’s to meet with manager and member interests and needs, including provisions validating oral and implied operating agreements of LLCs that lack written agreements; new provisions comprehensively defining the fiduciary duties of members and managers; and definitions of terms such as "allocation," "distribution," "dissociation," and "dissolution".
11/20/2012 - California
New legal requirements apply to business entity docs.
As of January 1, 2013 the changes enacted by the California Secretary of State office will take effect. These changes include: All formation/registration documents to include the business entity street address and mailing address. Foreign corporation and foreign limited liability company registration documents must include the street address of the principal business office address in California, if one exists. All documents listing an individual person as an agent for service of process must include the agent’s California street address. Corporate agents filing a certificate pursuant to California Corporations Code section 1505 must include the California street address where process may be served. (P.O. Boxes will not be accepted on any document as an address for an agent for service of process) Future file date requests for corporation and LLC documents must be included with the document submitted or as an attachment. Corporation and LLC documents received before January 1, 2013, with a future file date on or after January 1, 2013, must comply with the entity and agent addresses requirements listed above. This information may be included in an attachment as part of the filed document. The Secretary of State will no longer endorse and certify customer-provided copies. However, a customer who submits documents with a filing fee of $25.00 or more will receive one (1) uncertified copy of the documents for free and, at the time of filing, the free copy may be certified for a $5.00 certification fee. Customers requesting additional copies will be charged $1.00 for the first page and $0.50 for each additional page. Each certified copy requires an additional $5.00 certification fee. See the original statement by the office of the Secretary of State by following the link below
11/1/2012 - Colorado
New initiatives for Colorado Non-Profits
Aiming to make it easier for Colorado nonprofits to raise funds through charitable gaming, Colorado Secretary of State Scott Gessler has announced two new initiatives. The online course is already available and games managers can be certified for only $1. Those looking to brush up on their games manager knowledge can take the course for free. Anybody can sign up for the course at http://cosos.learnercommunity.com The Secretary of State's Office will continue to offer in-person classes as well. See the complete SOS statement by following this link.
10/24/2012 - Pennsylvania
Formation of Benefit corporation allowed
Signed by the Governor Oct 24 and effective Jan 24 2013 House Bill 1616 (Act No. 2012-152) allows for the formation of benefit corporation and election of existing business corporations to become benefit corporations which have a purpose to benefit society and the environment while having the traditional purpose of making a profit for shareholders. Follow the link to see the bill.
8/1/2012 - Louisiana
Amendment to Code of Civil Procedure Article 42(4)
An amendment to the Code of Civil Procedure Article 42(4) in its relation to venue rules has been updated. Signed by the governor May 14 and effective this August 1st, HB 462 provides that a foreign corporation or foreign limited liability company licensed to do business in this state shall be brought in the parish where it is located as designated in its application to do business in the state, or, if no such designation is made, then in the parish where its primary place of business in the state is located.
8/1/2012 - Delaware
Effective August 1 HB 338 Amends LLC act
This bill continues the practice of periodically amending the Delaware Limited Liability Company Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1 amends § 18-102 of the Act to confirm the practice of restricting the use of the word “bank” or any variation thereof in the name of a limited liability company. Section 2 amends § 18-201(d) of the Act to clarify as of when a limited liability company agreement may be made effective. Section 3 amends § 18-209(c)(1) of the Act by adding a new requirement to provide the type of business entity involved in a merger or consolidation. Section 4 amends § 18-213(b)(7) of the Act to clarify that the address provided for service of process may not be that of the limited liability company’s registered agent without the written consent of such registered agent. Section 5 amends § 18-214(c)(2) of the Act by adding a new requirement to provide the type of entity converting to a Delaware limited liability company. Section 6 amends § 18-215(l) of the Act to provide that a manager associated with a series established in accordance with § 18-215(b) of the Act may apply to the Court of Chancery to wind up the affairs of the series following its termination. Section 7 amends § 18-505 of the Act to provide that obligations between or among members and/or managers arising under a limited liability company agreement or other writing are not subject to the defense of usury. Section 8 amends § 18-803(a) of the Act to clarify that the right to apply to the Court of Chancery to wind up the affairs of a limited liability company following its dissolution does not apply to a manager’s personal representative or assignee. Section 9 provides that the proposed amendments of the Act shall become effective August 1, 2012.
7/1/2012 - Florida
One stop business registration portal
Signed by the Governor April 20 and effective July 1, HB5501 (Chapter 2012-139) directs the Department of Revenue to form a One-Stop Business Registration Portal by January 1, 2013 for completing and submitting applications for various licenses, registrations, or permits that must be issued by a state department or agency in order for the applicants to transact business in Florida. See the full pdf available here.
7/1/2012 - Hawaii
Clarification of business registration laws
Signed by the Governor April 24 and effective July 1, SB 2758 (Act 2012-58) clarifies business registration laws to clarify confirmations for reinstatement of a business entity by the Department of Commerce and Consumer Affairs; address when a nonprofit corporation's articles of incorporation may be submitted; and clarify when foreign limited liability companies can file in Hawaii.
7/1/2012 - Louisiana
La. enacts 2010 UCC Article 9 amendments
Louisiana has become the most recent state to enact the 2010 Amendments to UCC Article 9. The Governor signed House Bill 369 on Sunday, June 3, 2012. Enacting the Alternative A "only if" approach for individual debtor name sufficiency in Section 9-503(a)(4) and adopts the uniform effective date of July 1, 2013. This new law will omit changes to the safe harbor forms in Section 9-521. Louisiana will instead retain its current non-uniform version of Section 9-521 that will require filing offices to accept forms approved by the Secretary of State.
7/1/2012 - Mississippi
repeal of LLC annual report fees
Signed by the Governor April 17 and effective July 1, HB 416 extended to July 1, 2015 the repealer on LLC annual report fees.
7/1/2012 - Nebraska
Clarification on amended and restated articles
Effective July 1, House Bill 519 (Chapter 130) clarifies how amended and restated articles are to be an attachment to a plan of domestication uniform across all state business entity to prevent duplicate submission of an organizational instrument and also (i) addresses how a federal bankruptcy court may order an entity conversion or termination of a corporation incident to reorganization; (ii) provides that a plan of entity conversion can be approved by the management or organizers of a corporation or limited liability company when the entity has no shareholders or members; and (iii) provides that an application for withdrawal or cancellation of registration submitted by a foreign business entity affirms that the foreign entity is in existence and has not been merged, consolidated, or converted.
7/1/2012 - Virginia
Procedure to convert Corp. to LLC
Signed by the Governor April 9 and effective July 1, SB 50 (Chapter 706) establishes a procedure by which a nonstock corporation may convert to a LLC and also updates provisions of the Stock Corporation Act, Nonstock Corporation Act, and LLC Act.
7/1/2012 - Virginia
Clarification of naming policy
Signed by the Governor March 1 and effective July 1, House Bill 845 (Chapter 63) clarifies that the name of a business entity can not imply that the entity is another type of business entity.
7/1/2012 - Vermont
Amendment to provisions for benefit Corp.
Signed by the Governor May 15 and effective July 1, SB 217 (Act No. 2012-146) amends existing provisions for benefit corporations.
7/1/2012 - West Virginia
Reduction in Annual report late filing fees
Signed by the Governor April 2 and effective July 1, SB 619 reduces annual report late filing fees from $100 to $50 for for-profit corporations and from $100 to $25 for non-profit corporations.
7/1/2012 - Wyoming
Registered agent annual registration and late fees
Signed by the Governor March 8 and effective July 1, Senate File 4 (Chapter 28) provides for commercial registered agent annual registration and late fees.
7/1/2012 - Wyoming
Provides notarial act for business entities
Signed by the Governor March 15 and effective July 1, House File 35 (Chapter 83) provides for a form of notarial act for business entities.
6/6/2012 - Louisiana
Louisiana enacts the 2010 amendments to U.C.C. Article
Louisiana has become the most recent state to enact the 2010 Amendments to UCC Article 9. The governor signed House Bill 369 on Sunday, June 3, 2012. Enacting the Alternative A “only if” approach for individual debtor name sufficiency in Section 9-503(a)(4) and adopts the uniform effective date of July 1, 2013. This new law will omit changes to the safe harbor forms in Section 9-521. Louisiana will instead retain its current non-uniform version of Section 9-521 that will require filing offices to accept forms approved by the secretary of state.
5/7/2012 - Colorado
Notice of Mandatory UCC Online System downtime
Notice of Mandatory UCC Online Filing and Searching including System Downtime Colorado Secretary of State sent this bulletin at 04/23/2012 04:44 PM MDT Notice of Mandatory UCC Online Filing and Searching including System Downtime The Colorado Secretary of State will launch a new UCC filing and searching system on Tuesday, May 29, 2012, at 7:00 AM MST. This new system will enhance the filing and searching of commercial lien records and save businesses time and money. When the new system launches, all UCC forms must be filed online. This will allow customers to use fast, electronic self-service. The online system will increase efficiency and reduce costs within the Secretary of State’s office. The fee for filing UCC forms online is $8.00. If you have an existing UCC user account, you will need to create a new account when the new system launches. In addition to filing, all UCC searches must be conducted online. UCC search reports, copies of documents, and certified records will all be available for free from the website. Paper filings and search requests must be received in our office by 3:00 PM on Friday May 25th in order to be processed. Online filing and searching services will be unavailable beginning Friday, May 25, 2012 at 5:00 PM until Tuesday, May 29, 2012 at 7:00 AM to prepare for launching the new system.
3/30/2012 - Mississippi
Corporate Annual Reports Are Due By April 15, 2012.
All corporations doing business in Mississippi are required to file an Annual Report with the Mississippi Secretary of State. Those reports are due by April 15th of this year. In order to save taxpayer dollars, the Secretary of State’s Office utilizes an online filing system for all Annual Reports. Corporate Annual Reports may be filed online on the Secretary of State’s website at www.sos.ms.gov using a major credit card. The Secretary of State accepts American Express, Visa and Master Card, and the filing fee is discounted for online filers. Annual Reports filed online are available for immediate review and are posted the same day on the website. Paper annual report forms will not be mailed this year, unless a specific request is made to the Agency. If you have already filed your Corporate Annual Report, please disregard this reminder. Should you have any questions, please do not hesitate to contact the Business Services Division of the Secretary of State’s Office at (601) 359-1633.
3/28/2012 - Utah
Senate Bill 36 goes into effect May 8
Effective May 8, SB 36 allows Utah corporations to transfer or domesticate to another jurisdiction. Senate Bill 36 signed March 19 and effective May 8 amends the business corporation act to allow Utah corporation to transfer or domesticate to another jurisdiction. Follow the attached link to read the bill in its entirety.
3/14/2012 - Nebraska
LB 733, provides for electronic transmission and filing
The Secretary of State may provide for the electronic transmission and filing of documents delivered for filing under (1) the Business Corporation Act, the Limited Liability Company Act, the Nebraska Limited Cooperative Association Act, the Nebraska Nonprofit Corporation Act, the Nebraska Professional Corporation Act, the Nebraska Uniform Limited Liability Company Act, the Nebraska Uniform Limited Partnership Act, the Nonstock Cooperative Marketing Act, the Uniform Partnership Act of 1998, and the Trademark Registration Act and (2) any filing provisions of sections 21-1301 to 21-1306, 21-1333 to 21-1339, and 87-208 to 87-219.01. The Secretary of State shall adopt and promulgate rules and regulations to implement this section.
3/1/2012 - Mississippi
LLC's required to file annual statement by 4/15
Effective 1/1/2012 the State will not be mailing postcard reminders for annual filings. Generally annual filings are due within 30 days of the month they qualified annually.
2/21/2012 - California
New subtype of stock corporations
The two new subtypes of stock corporations are "flexible purpose corporation" and "benefit corporation." To form a benefit or flexible purpose corporation, customers will need to draft free-form Articles of Incorporation that include the unique purpose for the specific entity type:
Flexible Purpose Corporation (CA Corporations Code sections 2500-3503)
Benefit Corporation (CA Corporations Code sections 14600-14631)
2/15/2012 - Ohio
Secretary of State's Office is updating corporate forms
The Secretary of State of Ohio - Business Services - is updating their business filing forms to provide clear directions after having received feedback on common errors. The SOS will continue to update additional forms through the year.
1/1/2012 - Colorado
The State will not be mailing postcard reminders
Effective 1/1/2012 the State will not be mailing postcard reminders for annual filings. Generally annual filings are due within 30 days of the month they qualified annually.
1/1/2012 - Oregon
Changes to Oregon Business Registry filing procedures
Effective January 1, 2012 there are several changes to Oregon Business Registry filing procedures:
ABN Names and Reactivation: You are now able to change the name and keep the same registration number. Also you are allowed to reactivate a canceled administrative filing within 5 years.
Information Statement: You can now file an Information Statement during the first year by using the Amendment to the Annual Report Form.
Reinstatement Waiver: You can apply for a waiver of the 5 year reinstatement limit along with the appropriate fees and evidence of continued operation.
Foreign Certificate vs Number: If a free state registry database exists that reflects the official status of an entity, the OR Business Registry office will accept the state file number, verify the information and NOT require a certificate of existence when applying for authority to transact business in Oregon as a foreign entity.
Conversions: Foreign entities can now "convert in" and retain the same entity type. In addition, an entity wishing to "convert out" and not retain authority to transact business in OR will no longer have to file an application for authority.