Jurisdictional Updates
Access recent U.S. state, U.S. federal, and global legislative updates
Michigan – Service of Process
Collins v. Anderson Fork Lift Maintenance Co., No. 372998, decided February 17, 2026. The Michigan Court of Appeals affirmed dismissal of the plaintiff’s action against a foreign corporation for failure to properly serve process. The plaintiff attempted service by certified mail to an hourly employee of the corporation. To serve process on a foreign corporation, Michigan requires personal service on a resident agent or officer or personal service on a director, trustee, or person in charge of an office followed by certified mail to the principal office. The plaintiff did not attempt personal service and therefore the corporation was never properly served. Regarding the plaintiff’s argument that the corporation had notice anyway, the court noted that there was no evidence that anyone with authority to act for the corporation had notice of the lawsuit.
Federal – HSR Premerger Notification Form
On February 12, 2026, in Chamber of Commerce v. Federal Trade Commission, No. 6:25-cv-9, the U.S. District Court, Eastern District of Texas held that the 2024 final rule promulgated by the FTC that expanded the amount of material and information that merging companies must include in the HSR premerger notification form was unlawful under the Administrative Procedure Act. The court vacated the rule and the use of the new HSR premerger notification form.
On February 19, 2026, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay of the district court’s decision. The FTC posted a notice on its website stating “The new form thus remains in place, and filers should continue to submit the new form until further notice”. For more information see the FTC’s website here
Delaware – Chancery Court Jurisdiction
Hash Asset Management Ltd. V DMA Labs, Inc., C.A. No. 2025-0374, decided February 9, 2026. The Delaware Chancery Court held that it lacked subject matter jurisdiction over claims brought by the plaintiff – an investor in cryptocurrency issued by a foundation – against the Delaware corporation that wrote the code for the foundation and several individuals who purportedly controlled or were employed by those entities, alleging claims for fraud, breach of contract, conversion, breach of fiduciary duty, and piercing the corporate veil. The court found the plaintiff failed to allege facts showing a fiduciary relationship between the defendants and the plaintiff or any basis for piercing the corporate veil. As those were the only claims that would give the chancery court subject matter jurisdiction, the action was dismissed with leave to transfer the legal claims to the Superior Court.
Vermont
On February 6, 2026, the Vermont Secretary of State’s Business Services Division sent a communication indicating that they are interpreting Vermont’s assumed name law as applying to limited liability partnerships (LLPs). The assumed name law requires an initial assumed name registration and a re-registration every 5 years. Information on assumed name registration can be found on the Secretary of State’s website here
District of Columbia: Bill 26-35
Bill 26-35, projected effective date February 11, 2026, amends the UCC law to provide that the Recorder of Deeds may not refuse to accept a written initial financing statement in the form provided by the International Association of Commercial Administrators or in a form adopted by the Chief Financial Officer by rule, and to permit the Chief Financial Officer (formerly the Mayor) to promulgate rules setting fees for filing and indexing of initial financing statements.
Federal
The Federal Trade Commission announced the updated jurisdictional thresholds that determine which mergers and acquisitions have to be reported to the FTC and DOJ under the Hart-Scott-Rodino (HSR) Act, which includes a new minimum size-of-the-transaction threshold of $133.9 million, and the updated fee schedule, both of which will become effective on February 17, 2026. Full details are available from the Federal Register here
Delaware – Stockholder’s Agreement
Moelis & Company v. West Palm Beach Firefighters’ Pension Fund, No. 340, 2024, decided January 20, 2026. The Delaware Supreme Court held (1) that certain provisions of a stockholders’ agreement that granted the stockholder substantial rights concerning the management of the corporation were voidable and not void, (2) that the equitable defense of laches applies, (3) that the plaintiff’s suit seeking a declaration that the provisions were invalid and unenforceable because they interfered with the board of director’s management of the corporation in violation of Sec. 141(a) was barred by laches because it was brought more than three years after the stockholder’s agreement was entered into, and (4) that the delay in filing was not excused because the existence of the stockholder’s agreement was not an ongoing statutory violation. The court therefore reversed the Chancery Court’s judgment that concluded otherwise on all four issues.Rhode Island: Assumed Name Law
House Bill 7424 and Senate Bill 2739, effective January 1, 2026, amend the assumed name law regarding assumed names of sole proprietorships and general partnerships.
Oregon: Senate Bill 167
Senate Bill 167, effective January 1, 2026, amends the UCC law to address digital assets and transactions of electronic money, adding a new Article 12 and amending other articles, including Article 9 to address the perfection and priority of certain controllable digital assets.
Nevada: LLC Ownership of Property
Lehner v. Aliya Growth Fund LLC, Case No. 2:24-cv-00453, decided October 3, 2025. The U.S. District Court, District of Nevada, affirmed the bankruptcy court’s ruling that the debtors could not use the homestead exemption for their residence because it was owned by an LLC in which one of the debtors was the sole member. The court stated that the residence was not part of the debtors’ bankruptcy estate because an LLC’s property is owned by the LLC and not its members. The court rejected the debtors’ argument that because they had control over the LLC’s sole asset, the LLC should be treated like a trust. The court noted that LLCs and trusts are fundamentally different entities. LLC property is owned by the LLC. In contrast, property held in a revocable trust is considered to remain with the settlor. The court further pointed out that the debtors had the opportunity to transfer the property to a revocable trust but chose not to. Individuals forming LLCs received the benefits of the LLC form but also the drawbacks, one of which is that they do not own the LLC’s property.
Rhode Island: Revised Uniform Partnership Act (RUPA)
Explore 2025 updates to the Revised Uniform Partnership Act, including Rhode Island and Delaware changes and what they mean for partnership assets.
Read MoreDelaware - Rescission of Compensation Plan
In Re Tesla, Inc. Derivative Litigation, No. 534, 2024; Nos. 10, 11, 12, 2025, decided December 19, 2025. The Delaware Supreme Court reversed the Chancery Court’s rescission of a CEO’s compensation plan. The court held that rescission was not appropriate or reasonable in this case because all the parties to the transaction could not be restored to their status quo ante.
Iowa – Consent to Jurisdiction
Kelchner v. CRST Expedited Inc., No. 25-0607, decided December 19, 2025. The Iowa Supreme Court, in answering a certified question from the U.S District Court, Northern District of Iowa, held that under Iowa law a foreign corporation does not consent to the personal jurisdiction of the Iowa courts by registering to do business in Iowa and appointing an agent for service of process in Iowa. The court noted that the Iowa code does not mention, much less require, any consent to personal jurisdiction by registering foreign corporations and the court cannot create a consent to jurisdiction requirement that the legislature chose not to impose. Although the court found the plain language of the statute dispositive, it went on to reject the plaintiff’s alternative argument that consent could be implied by the requirement to appoint an agent for service of process. The court noted that appointing a service agent is not the same as consenting to personal jurisdiction. Furthermore, service alone does not make a corporation suable in Iowa. Traditional due process personal jurisdiction must also be satisfied.
New York
Assembly Bill 3307, signed by the Governor on December 5, 2025 and effective June 3, 2026, amends New York’s UCC law to enact the 2022 UCC amendments on emerging technologies, including adopting a new Article 12 regarding controllable electronic records, clarifying the treatment of electronic money, and amending Article 9 regarding the perfection and priority of security interests in digital assets.
Federal – Corporate Transparency Act
National Small Business United v. U.S. Department of the Treasury, No. 24-10736, decided December 16, 2025. The U.S. Court of Appeals, 11th Circuit, held that the Corporate Transparency Act (CTA) is constitutional, thereby reversing the district court which had held that the CTA exceeded Congress’ enumerated powers. The 11th Circuit held that the CTA was within Congress’ power under the Commerce Clause. The court stated that on its face the CTA regulates activities that are economic in nature. It regulates commercial entities that are active in the stream of commerce. The court noted that Congress received input from national security and law enforcement and could rationally conclude that the freedom of beneficial owners to act anonymously has a substantial impact on interstate commerce. The court also held that the CTA does not violate the Fourth Amendment as it is not arbitrary or discriminatory in its application, the information it requires is sufficiently described and limited in nature, and the CTA has several privacy guarantees.
Connecticut
House Bill 6970, effective January 1, 2026, extensively amends the UCC law regarding controllable electronic money, controllable electronic records, controllable accounts, controllable payment intangibles and electronic copies of records evidencing chattel paper and the rights thereto and the perfection and priority of security interests therein.
North Carolina – Effect of Foreign Registration
PDII v. Sky Aircraft Maintenance, LLC, No. COA25-202, decided December 3, 2025. The North Carolina Court of Appeals held that a foreign corporation that registers to do business in North Carolina consents to general personal jurisdiction in North Carolina. The court relied in part on a provision of the corporation law that states that a registered foreign corporation has the same but no greater rights and privileges, and is subject to the same duties, restrictions, penalties, and liabilities of a domestic corporation of like character.
Pennsylvania – Effect of Foreign Registration
Martin v. Amazon.com Services, LLC, 2:25-cv-04915, decided December 4, 2025. The U.S. District Court, Eastern District of Pennsylvania held that it had diversity jurisdiction over a lawsuit brought by Pennsylvania citizens, rejecting the plaintiffs’ argument that diversity did not exist because one of the defendants was a foreign corporation that was registered to do business in Pennsylvania. The court stated that the plaintiffs misconstrued the effect of the provision requiring out of state corporations to register before doing business in the state. Foreign registration does not make a corporation a citizen of Pennsylvania and has no effect on a corporation’s citizenship for federal diversity purposes.
California
Assembly Bill 771, effective January 1, 2026, amends the UCC law to provide that a record of a mortgage sufficiently names the debtor who is an individual if it provides the individual name of the debtor or the surname and first personal name of the debtor, even if the debtor is an individual to whom the Department of Motor Vehicles has issued an unexpired driver's license or identification card.
California
Assembly Bill 1170, effective January 1, 2026, amends the Corporations Code including General Provisions and the Nonprofit Corporation Law regarding nonprofit public benefit corporation and nonprofit mutual benefit corporation meetings and voting. (see Secs. 38 through 41)
Illinois
Senate Bill 2323, effective January 1, 2026, amends the Business Corporation Act to provide that the Secretary of State may administratively dissolve any corporation if the corporation or any of its incorporators or directors are convicted of a violation of Sec. 10-9 of the Criminal Code, regarding trafficking in persons, involuntary servitude, and related offenses.
Illinois
Senate Bill 1466, effective January 1, 2026, amends the Business Corporation Act to provide that the articles of incorporation of any corporation (currently, any corporation incorporated after December 31, 1981) may limit or eliminate cumulative voting rights, limit or deny voting rights, or provide special voting rights as to any class or series of shares of such corporation.
Indiana
House Bill 1666, effective January 1, 2026, amends the Uniform Business Organizations Code to require health care entities to provide additional information in the biennial report filed with the Secretary of State.
Indiana
House Bill 1593, effective January 1, 2026, amends the Uniform Business Organizations Code regarding principal offices, submission of a biennial report on behalf of another, operation of a commercial mail receiving agency, and reinstatement of an administratively dissolved entity.
New Hampshire
House Bill 406, effective January 1, 2026, among other things, (i) authorizes the Secretary of State to verify and prevent fraudulent business formations, (ii) prohibits business entities from designating as their registered office a commercial postal box provider, virtual office, mail forwarding service, or similar service, (iii) authorizes nonprofit corporations to restate their articles of agreement, (iv) prohibits a business entity from filing a document with the Secretary of State that includes the name of a person without that person’s consent, includes an address without the owner or occupant’s consent, or delivers a document without the authority to do so.
Mississippi – Capacity to Sue
Tribal Solutions Group, LLC v. Valandra, No. 3:23-CV-10, decided November 20, 2025. The U.S. District Court, Southern District of Mississippi, denied the defendants’ motion to dismiss a lawsuit filed against them by an LLC for lack of standing to sue. The court noted that the defendants conflated Article III standing with capacity to sue. The defendants argued that the LLC had not authorized the lawsuit to be filed. However, according to the court, that is an argument that the LLC lacked the capacity to sue, not that it lacked standing to sue. The distinction is important because objections to capacity may be waived if not timely asserted, but objections to standing are jurisdictional in nature and can be raised at any time. Here, the defendants did not plead lack of capacity in their answer or a pre-answer motion. By failing to do so they waived their right to object to the LLC’s capacity.
Nevada – Service of Process
Anders v. Select Portfolio Servicing, Inc., No. 2:25-CV-1131, decided November 19, 2025. The U.S. District Court, District of Nevada, dismissed with prejudice the pro se plaintiff’s suit against a corporation and a bank for failure to properly serve process. The plaintiff simply mailed the complaint and an unexecuted summons to the defendants’ business addresses. Because neither Nevada law nor federal law permits service by mail, service was insufficient. The court rejected the plaintiff’s request to either find service proper or grant leave to serve properly. The plaintiff’s only basis for those arguments was his status as a pro se plaintiff. However, the court noted that all parties, including those proceeding pro se are required to follow the rules of civil procedure. And because the plaintiff did not make a good faith effort to follow the rules when effectuating proper service, the court did not find good cause to allow him leave to serve properly.
Ohio - Perfection of PMSI
In re Dews, No. 25-30191, decided November 20, 2025. The U.S. Bankruptcy Court, Southern District of Ohio, denied the debtor’s objection to the creditor’s claim to have a perfected security interest in the debtor’s fireplace, microwave, leaf blower and other consumer goods. The debtor’s objection was based on the creditor not having filed a UCC-1 financing statement. The court noted that under Ohio law, a financing statement was not required for the creditor to have a perfected purchase money security interest (PMSI) in the debtor’s consumer goods. Because the debtor did not show facts that these were not consumer goods at the time of purchase, the security interest granted in the debtor’s consumer goods, through valid Retail Sales Agreements, was automatically perfected without the need for the creditor to file a UCC-1 financing statement.
Washington
On October 31, 2025, the Washington Secretary of State posted a notice announcing that because their online filing system experienced an outage, which resulted in businesses being unable to file their annual reports, they will not assess delinquency fees until November 25, 2025. The notice can be viewed on the Secretary of State’s website here
Delaware
The Delaware Division of Revenue has posted updated FAQs providing information about the changes to the trade name (DBA) registration and maintenance process going into effect on February 2, 2026.
Key points from the FAQs include the following:
- The Division of Revenue (DOR) will start administering Delaware’s statewide DBA registry on February 2, 2026, through the DOR’s One Stop online portal.
- Beginning on February 2, 2026 new DBAs will be registered online with the DOR rather than with individual county Prothonotary offices. A Delaware business license will be required to register a DBA.
- For holders of an existing DBA (registered with the Courts before February 2, 2026), no new action will be required. Their DBA will remain registered on the list provided by the Superior Court and hosted alongside the list of new registrants with the DOR.
- Holders of an existing DBA will have the option to register their DBA in the DOR Tradename Registry via the One Stop system. There will be no cost if they provide the Court’s file number. Re-registration will require a business license.
- After February 2, 2026, the DOR will not issue a Tradename Certificate for a tradename that has not been registered in the DOR Tradename Registry. If an entity with a name in Court’s registry seeks a Tradename Certificate from the DOR, it will have to first register the tradename in the DOR’s Tradename Registry.
- For a Delaware LLC or corporation that does not conduct business in Delaware but that needs a Delaware DBA, a Trade Name Only Business License will be available.
- Registering a DBA does not confer any exclusive rights to the use of that name. It does not prevent others from registering that same DBA nor from using that same name.
Read our Expert Insight for more information
Connecticut
On October 23, 2025, Connecticut’s Secretary of the State Stephanie Thomas issued a press release warning Connecticut businesses to avoid a malicious email that claims to be from the Connecticut Business Registry and that contains a malicious Docusign link that prompts the user to review and sign an undisclosed digital document. According to the press release this is a malicious spoof email that is not from the Connecticut Secretary of the State’s Business Registry. The press release states “This email is a malicious phishing attempt used to steal your credentials and compromise your devices. Do not click on the links”.
Illinois
House Bill 2755 amended the Franchise Tax and License Fee Amnesty Act to provide that eligible domestic and foreign corporations can receive relief from penalties and interest. The amnesty program runs from October 1, 2025 to November 17, 2025. The Illinois Secretary of State, Department of Business Services, has provided information on which corporations are eligible for amnesty, what relief is granted under the amnesty program, and how to apply for amnesty.
Maine
On October 10, 2025, the Maine Secretary of State’s office posted a warning about what they referred to as a “scam” targeting corporations and nonprofits. According to the post, a Maine business received a misleading solicitation to file its annual report. The solicitation looked similar to the official state annual report form but was not authorized by the state nor did it come from the state. The Secretary of State advises that “Any time you receive something unusual, whether by text, email or in your mailbox – especially if they are asking for money or personal information – examine it closely for signs it isn’t real.” The entire post can be read on the Secretary of State’s website here
Ohio – Attorney-Client Privilege
In Re: FirstEnergy Corporation, No. 24-3654, decided October 3, 2025. The U.S. Court of Appeals, Sixth Circuit held that documents that were the fruits of internal corporate investigations were subject to the attorney-client privilege and work product doctrine. The case involved a corporation involved in a bribery scheme with Ohio’s former House Speaker. After the Justice Department unsealed the criminal complaint against the former House Speaker and issued subpoenas to the corporation, the corporation and its board of directors retained separate outside counsel to conduct internal investigations. Several lawsuits followed. The plaintiffs in this class brought a securities class action and sought access to the fruits of the internal investigations. The district court ordered production.
The Sixth Circuit, in vacating the production order, noted that the corporation and board hired the law firms to secure legal advice through the internal investigations into the corporation’s potential wrongdoing, and the attorney-client privilege applies when a corporation seeks legal advice to assess risks as to its civil and criminal liability. The district court had found that the attorney-client privilege didn’t apply because the corporation used the fruits of the investigation to make business decisions. However, the Sixth Circuit pointed out that what matters is that the corporation sought legal advice, not what it did with that advice.
The court also found that the work product doctrine, which applies to documents prepared in anticipation of litigation, applied here. After the criminal complaint was released and after the stock price dropped dramatically, the corporation anticipated, correctly, that it would face government investigations and civil and criminal proceedings. That expectation prompted the internal investigations.
California: Unlawful Personal Identifying Information
Effective January 1, 2025, Senate Bill 1168 allows individuals to file a public disclaimer with the Secretary of State if they believe their personal information was unlawfully used in a business filing. If a court confirms the misuse, the Secretary of State can cancel the business entity unless it updates its filings within 60 days to remove the unlawful information.
Connecticut: Business Registrations
Effective January 1, 2025, Senate Bill 428 introduces several changes to business registration requirements with the Secretary of State. Key changes include the requirement for business entities to provide a valid email address and NAICS code in certain filings. Foreign LLCs must submit a certificate of existence with registration or name change documents. Amended annual reports are required if information changes close to the next report due date. The Secretary of State can mandate online filings, allowing paper only if online is impractical, and will use email for actions like administrative dissolution. Additionally, trade name laws are updated to standardize forms and limit validity to five years.
Delaware: Personal Data Privacy Act
Effective January 1, 2025, House Bill 154 establishes the Personal Data Privacy Act in Delaware. This act grants residents the right to know, access, correct, or request deletion of their personal data held by businesses. It applies to entities operating in Delaware that handle the personal data of at least 35,000 consumers, or 10,000 consumers if over 20% of their revenue comes from selling personal data. The act is based on similar data privacy laws in other states.
Federal: FinCEN Fraud Alert
The Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of Treasury released an alert on December 30th to highlight fraud schemes exploiting FinCEN’s name, insignia, and authority for financial gain, including misleading solicitations related to beneficial ownership information reporting. Additional details can be found here.
West Virginia: Beware of 2025 Annual Report Solicitations from Third Parties
According to Secretary Warner, these solicitations may appear to be official government forms, but are not government approved, reviewed, or official notices in any manner. These are advertisements. Business owners should read the fine print in any solicitation they receive. Third-party providers have been reported to charge business owners more than 500% of the statutory $25 filing fee and often advertise the wrong deadline for state compliance.
If you have any questions, please contact usIllinois Adopts UCC Amendments, Including Controllable Electronic Records
The Illinois governor signed Senate Bill 3696 on August 9, 2024, to adopt the 2022 amendments to the Uniform Commercial Code (UCC), which includes UCC Article 12 on Controllable Electronic Records. This law will take effect on January 1, 2025.
"Commercial Code that apply to particular Articles or parts thereof, have the meanings stated. (b) Subject to definitions contained in other Articles of the Uniform Commercial Code that apply to particular Articles or parts thereof: (1) "Action", in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding in which rights are determined. (2) "Aggrieved party" means a party entitled to pursue a remedy. (3) "Agreement", as distinguished from "contract", means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1-303."
Alabama: Annual Report Filing Requirement Eliminated
HB 230 effective October 1 eliminates the requirement for businesses to file annual reports with the Secretary of State. The Business Privilege Tax Return is still a required filing with the Department of Revenue.
Ohio: Nonprofit Law Dissolutions and License Reinstatements
Effective October 24 House Bill 301 amends nonprofit corporation laws regarding dissolutions and director duties. Senate Bill 98 limits license reinstatements to two years post-cancellation and addresses fraudulent business filings. Senate Bill 94 mandates counties to provide electronic recording by June 30, 2026, allows for document preservation fees, and increases recording fees for property transactions.
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