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Jurisdictional Updates

Jurisdictional Updates

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.

10/16/2018 - Delaware

Insurance Code Amendment

8/31/2018 - Michigan

Changes to Uniform Partnership Act ‎

8/31/2018 - Illinois

Conversion to Professional LLCs

8/30/2018 - Alaska

Reinstatement of Native Village Corporations…age-corporations/ ‎

8/10/2018 - New Hampshire

Limited Liability Company Act

8/10/2018 - Kentucky

Boots to Business Initiative

7/30/2018 - New Hampshire

LLC Reinstatements after Administrative Dissolution

7/20/2018 - Hawaii

Improvements to Online Filing System

7/14/2018 - Kentucky

Non Profit Corporation Act Ammendment

6/28/2018 - Wyoming

LLC Operating Agreements

6/20/2018 - Virginia

Remote Meetings

6/20/2018 - Virginia

Annual Registration Statements

6/20/2018 - South Dakota

SOS Secured Transactions

6/15/2018 - Illinois

Entity Omnibus Act

6/12/2018 - Texas

Online Notarization Involving Real Estate

6/8/2018 - Florida

Florida - State Bank and Trust Company Regulations

6/8/2018 - Kentucky

Kentucky - Veteran-Owned Businesses

6/8/2018 - Virginia

Virginia - Corporation Annual Report Requirements

6/8/2018 - Maryland

Conversion of Nonstock Corporations

4/25/2018 - Texas

Business Entity Names

4/18/2018 - Tennessee

Electronic Transmission for LLCs

4/10/2018 - Utah

Certificate Renamed

4/1/2018 - Utah

Benefit Limited Liability Company
Effective May 8, Benefit Limited Liability Companies (BLLC) can be formed in Utah. The Articles of Organization must specify that the company is forming for a specific or general public benefit. For the full statutes on BLLCs, view more information.

10/16/2017 - Oklahoma

Business Entity Act Amended
Effective November 1, Senate Bill 769 amends business entity statutes with a number of provisions including providing a communications contact to an entity’s registered agent and requiring a certificate of existence to be provided to qualify as a foreign corporation.

10/4/2017 - Nevada

Filings Requirements Date
Effective October 1, Assembly Bill 123 requires that each new business entity subject to Title 7 of the Nevada Revised Statutes, file the Initial List/State Business Licenses at the same time the Articles are filed.

10/2/2017 - Nevada

Officer and Director Duties
Effective October 1, Senate Bill 203 revises the presumption against negligence for the actions of corporate directors and officers and clarifies factors that may be considered by those in their respective powers.

10/2/2017 - South Carolina

Appraisal Management Licenses
All appraisal management companies registered in South Carolina must obtain an appraisal management company license with the Department of Labor, Licensing and Regulations. Registration must be completed no later than February 1, 2018.

9/26/2017 - Nevada

Registered Agent Record Examination
Effective October 1, Senate Bill 41 allows the Secretary of State to examine records associated with the duties of a registered agent and requires that limited liability companies and limited partnerships maintain certain records at a principal address within the state. The bill also amends requirements for charitable organizations registered with the Secretary of State among other changes.

9/14/2017 - Iowa

Pharmacist-in-charge License Required
Effective September 6 and enforceable January 1, pharmacists-in-charge (PIC) of nonresident pharmacies must register with the Iowa Board of Pharmacy. This requirement includes an annual fee of $75.

9/8/2017 - Arizona

Third Party Logistics Provider License
All resident and non-resident third party logistics providers in Arizona are required by the State Board of Pharmacy to obtain a Third Party Logistics Provider (3PL) license.

9/8/2017 - Texas

Business Organizations Code Amended
Effective September 1, Senate Bill 1517 is amended to include, among other things, updates to service of process requirements on a series of a domestic limited liability company or foreign entity.

8/21/2017 - Texas

Public Benefit Corporations
Effective September 1, House Bill 3488 allows for the formation of public benefit corporations. The bill also allows for an amendment of a certificate of formation to be filed for a company to convert to a public benefit corporation.

8/17/2017 - Kentucky

Third Party Logistics License
Effective August 15, all Third Party Logistics Providers and Outsourcing Facilities must hold a valid Third Party Logistics Provider License or an Outsourcer Facility License issued by the Board of Pharmacy.

8/14/2017 - New Hampshire

Late Reinstatement Amendments
Effective August 27, Senate Bill 42 eliminates the hearing requirement for late reinstatements for corporations which were administratively dissolved. The bill also alters notice requirements for late reinstatement.

8/7/2017 - Colorado

Public Benefit Corporations
Effective August 9, House Bill 1200 modifies laws regulating public benefit corporations. Changes include the authorization of a limited cooperative association to operate as a public benefit corporation.

8/4/2017 - North Dakota

LLC Amendment
Effective August 1, Senate Bill 2223 amends laws regarding limited liability company distributions before dissolution and partnership transferable interests.

8/4/2017 - Washington

Uniform Business Organizations Code Amendment
Effective July 23, Senate Bill 5040 amends the Uniform Business Organizations Code to, among other things; clarify requirements for certificates of existence, annual reports, and registration of domestic and foreign entities.

7/24/2017 - California

Certification Fee Change
Effective August 1, the Secretary of State's Business Programs Division will charge a $5.00 statutory fee for all certified copies of filed documents. This is in addition to the $1.00 copy fee for the first page and $0.50 fee for additional pages.

7/24/2017 - Louisiana

Business Corporations Act Amended
Effective August 1, House Bill 310 extends the period for reinstatement for a terminated corporation as outlined in the Business Corporations Act to five years after the effective date of the corporation's termination.

7/21/2017 - Nevada

Commerce Tax Return Deadline
Business entities engaged in business in Nevada must file their Commerce Tax return by August 14. This must be filed even if there is no tax liability due. Unless specifically exempted by Commerce Tax law (NRS 363C), all entities must file the return to remain in good standing.

7/20/2017 - West Virginia

Fictitious Business Name Registration
Effective July 6, Senate Bill 602 requires that fictitious names used by sole proprietors, individuals, and general partnerships be registered and indexed with the Secretary of State.

7/20/2017 - Delaware

Filing Fee Changes
House Bill 175 amends Secretary of State filing fees. Most changes take effect on August 1; however, increases to the maximum franchise tax and late penalty for the filing of an annual franchise tax report take effect for the tax year beginning January 1, 2017.

7/18/2017 - West Virginia

Filing Fee Increase
Effective July 7, Senate Bill 547 raises the fee to file Articles of Incorporation for nonprofits from $50.00 to $100.00.

6/23/2017 - North Carolina

Assumed Business Name Act Amended
Effective July 1, Senate Bill 124 amends the Assumed Business Name Act to modernize the law governing the use of assumed business names and addresses related conforming and technical amendments.

6/23/2017 - Wyoming

Rejected Documents Turnaround Time
Effective July 1, House Bill 23 allows the Wyoming Secretary of State up to 15 days to return rejected documents either by mail or email.

6/15/2017 - Illinois

Limited Liability Company Act Amended
Effective July 1, House Bill 4361 amends the requirements for forming, operating and dissolving LLCs. The act also affects member management, adds an optional Statement of Authority Filing, and eliminates fiduciary duties.

6/15/2017 - Mississippi

Conversion and Domestication Requirements
Effective July 1, Senate Bill 2327 revises the requirements for the filing of conversion and domestication documents and clarifies the requirements for a statement of domestication to be accepted for filing.

6/9/2017 - Idaho

Limited Liability Company Act Error
Effective July 1, Senate Bill 1091 makes changes to the Limited Liability Company Act in regards to activities and affairs that would cause the administrative dissolution of an LLC.

5/18/2017 - Georgia

Foreign Entity Act Amended
Effective June 1, House Bill 143 amends Code Section 7-1-4 as it relates to foreign entity financial institutions and required filings with the Secretary of State's office. This includes appointing a third party as a registered or commercial agent.

5/15/2017 - Kentucky

Business Entity Act Amended
Effective June 29, Senate Bill 235 amends business entity statutes and adds that an action against an entity or foreign entity that maintains a registered office may be brought in the county in which the office is situated.

5/15/2017 - Wyoming

Business Entity Modifications
Effective June 3, House Bill 22 requires that all business entities provide and keep current with the Secretary of State's office the registered agent, mailing address, physical address, and business telephone number of an officer or director of the entity. This telephone number cannot be the entity's registered agent unless the registered agent is the entity's officer, director, or managing partner.

4/10/2017 - Vermont

Licensure Requirement Updates
If you are conducting business in Vermont, you might need a license through the Vermont Agency of Agriculture, Food and Markets, dependent on the nature of your business. To determine if this licensure change applies to your business, view the full retail licensing requirements below.

4/10/2017 - Tennessee

Non-Profit Organization Requirements Amended
Effective April 12, House Bill 81 makes changes related to the appropriation of funds for non-profit organizations by local governments.

4/3/2017 - Utah

Business Corporations Act Amended
Effective May 9, House Bill 41 modifies general standards of conduct for directors and officers. Other revisions include provisions to business combinations and general technical changes.

4/3/2017 - California

Changes to Secretary of State’s Forms
The Articles of Incorporation – General Stock Form (Form ARTS-GS) and the Articles of Organization (Form LLC-1) have been revised. Most notably, the revised forms clarify the requirements for listing an individual agent versus requirements when listing a commercial agent. To view the forms, visit RASi’s State Form’s Library below.

3/15/2017 - Mississippi

Entity Conversion Act Amended
Effective July 1, 2017, SB 2327 makes amendments to documents filed with the Secretary of State’s office. Charitable non-profit corporations are removed from the list of entities able to convert.

3/13/2017 - California

Changes to Secretary of State Forms
The following California Secretary of State forms for the business division have been reformatted and amended: • Form S&DC-INS – Statement and Designation by Foreign Insurer Corporation • Form S&DC-PC – Statement and Designation by Foreign Professional Corporation • Form ARTS-PB-501(c)(3) – Nonprofit corporation public benefit Articles of Incorporation • Form S&DC-S/N – Foreign corporation Statement and Designation by Foreign Corporation. To view the forms, visit RASi's State Form's Library below.

3/1/2017 - Tennessee

Bill to Combat Fraudulent Liens
Proposed Senate Bill 726 would allow public officials to remove liens fraudulently filed with the Division of Business Services without a court order. The Tennessee Secretary of State’s office began working with the Administrative Office of the Courts on the bill after an investigation led to a 320 count indictment and ten arrests.

2/20/2017 - Pennsylvania

Changes to Entity Provisions
Effective February 21, 2017, House Bill 1398 makes changes to both Title 15 and Title 54 of the Pennsylvania Consolidated Statues by amending laws regarding limited liability companies, limited partnerships, and general partnerships. The bill also makes conforming changes to associations, corporations, unincorporated nonprofit associations and business trusts. Please review the link to see all changes made by this bill.

1/9/2017 - Arizona

Publication Requirements Changed
Effective January 1, House Bill 2447 no longer requires publication for corporations and limited liability companies filed with the Arizona Corporation Commission with physical addresses in Maricopa or Pima County. All foreign and domestic corporations and domestic limited liability companies in other counties are not affected by the bill and must still publish.

1/9/2017 - Pennsylvania

Pennsylvania – Amended Bill 1398
House Bill 1398, effective February 21, 2017, makes conforming changes with respect to limited liability companies, limited partnerships, general partnerships and limited liability partnerships. To view the bill, click on the link below.

12/29/2016 - Florida

Registered Agent Designation
Effective January 1, Senate Bill 1104 allows financial institutions to designate either the Department of State or a registered agent to receive service of process on its behalf. The bill also provides for exceptions when no registered agent has been designated.

12/29/2016 - New York

Non-For-Profit Conversions
Effective November 28, 2016 through May 28, 2017, Bill 8116 allows certain non-for-profit corporations to convert to for-profit corporations. The purpose of the bill is to allow corporations that inadvertently registered as a not-for-profit entity to convert to a for-profit entity in order to remedy errors made in the business registration process.

12/19/2016 - California

Articles of Incorporation Amended
The Articles of Incorporation of a General Stock Corporation has been reformatted to include tips and clarification for filing. The revised form can be found below.

12/19/2016 - California

LLC Voting Power
Effective January 1, Bill 1722 amends Limited Liability Company requirements such that the vote of 50% or more of the voting interests of the members of an LLC is required in order to dissolve the company.

11/17/2016 - California

Digital Signatures
Effective January 1, 2017, Bill 2296 goes into effect regarding electronic signatures. The bill clarifies that a digital signature may be used to satisfy electronic signature requirements as stated in the Uniform Electronic Transactions Act.

10/17/2016 - Rhode Island

LLC Requirement Changed
Annual reports for LLCs in Rhode Island, due November 1, will now require listing a specific purpose and a NAICS code.

10/3/2016 - New York

NYC Tax Deadline Changed
Effective September 20, the City of New York unincorporated business tax filings for partnerships and proprietorship is due the 15th day of the fourth month after the tax year end.

10/1/2016 - New York

Not-For-Profit Corporations
Effective September 29, the not-for-profit corporation act has been updated regarding the organization of subsidiaries by the land bank.

9/30/2016 - Colorado

Filing Fee Decrease
Effective October 1, the fee for dissolving a Colorado entity decreases from $25.00 to $10.00.

9/26/2016 - North Carolina

Charitable Corporation Conversion
Effective October 1, Senate Bill 482 allows a charitable corporation to convert to a domestic LLC and defines the rights of employers and employees.

9/9/2016 - Connecticut

Small Business Regulations
Effective October 1, Senate Bill 302 amends existing legislation on small business regulations.

8/16/2016 - Tennessee

Online Foreign Registration Available
The Division of Business Services now allows foreign business entities to complete an application for certificate of authority, upload their current certificate of existence from their domestic state and pay fees online.

8/1/2016 - Arizona

Statement of Corrections for Foreign Corporations
Effective August 6, Senate Bill 1356 requires foreign corporations in Arizona to submit their domestic state articles of application for the ability to change anything that was incorrect on their original Arizona application for foreign qualification.

8/1/2016 - Colorado

Statement of Corrections
Effective August 10, House Bill 1330 allows a statement of correction to be filed to correct an error in a document filed with the Secretary of State.

7/27/2016 - Colorado

Paid Solicitors Surety Bond
Effective August 10, House Bill 16-1129 requires paid solicitors provide the Secretary of State with evidence of a $15,000 surety bond when registering or renewing registration.

7/20/2016 - Louisiana

LLC Termination Exception
Effective August 1, an exception to the current LLC termination rule can apply if written out in the LLCs articles of organization or a written operating agreement.

7/15/2016 - New Hampshire

LLC Act Amends Rights of Members
Effective August 9, Senate Bill 405 clarifies requirements regarding operating agreements and rights of members.

7/15/2016 - Delaware

Approvals and Consent for Partnership Acts
House Bill 367, effective August 1, requires that approvals and consent must be in writing under the Revised Uniform Limited Partnership Act and Revised Uniform Partnership Act.$file/legis.html?open

7/7/2016 - Delaware

Amendments to General Corporation Law
Effective August 1, the General Corporation Law amendment addresses mergers and limitations on appraisal rights. Other entities changes regard the default rule that actions of members require a written vote and allow approvals to be provided by any means.

7/1/2016 - Illinois

LLC Act Amended
Effective July 1, House Bill 4449 specifies name requirements for series of LLCs and allows the Secretary of State to administratively dissolve an LLC for not appointing or maintaining a registered agent. The bill also amends the Business Corporations Act and General Non-for-Profit Corporation Act to require authorized persons to verify documents filed with the secretary of state and risk administrative dissolution if at least three directors are not maintained.

7/1/2016 - Iowa

Registered Agents Required for LPs
House Bill 2373 became effective July 1 requiring that a limited partnership must have a registered agent designated to receive service of process on behalf of the partnership.

6/28/2016 - South Dakota

Nonprofit to Profit Corporation Conversion
Effective July 1, South Dakota permits the conversion of nonprofit corporations to profit corporations. Signed on March 15, the bill outlines the lawful purposes of organizations allowed to make this conversion.

6/24/2016 - Nebraska

Domestic Partnership Conversion to LLC
Legislative Bill 1050 allows domestic and limited liability partnerships to convert to LLCs, both foreign and domestic.

6/15/2016 - Mississippi

Amended Articles of Incorporation Requirements
Effective July 1, Senate Bill 2483 adds an optional provision to the corporations bylaws in the requirements for articles of incorporation.

6/15/2016 - Indiana

Requirements for LLC Filings and Name Reservations
Effective July 1, House Bill 1336 requires online name reservations. Series LLCs are authorized to file articles of designation for series with separate rights, powers, or duties.

6/8/2016 - Connecticut

Uniform LLC Act
Effective July 1, House Bill 5259 the Uniform LLC Act is implemented. The act amends, adds to, and clarifies existing provisions regarding fiduciary duties, governing mergers, and operating agreements. The act also includes default rules for operating agreements when an LLCs agreement is silent.

5/20/2016 - South Dakota

Nonprofit Corporations
House Bill 1068 allows the domestication of foreign and domestic nonprofit corporations. Additionally, it provides for the conversion of a nonprofit into a business corporation and vice versa. For more information on the bill, visit the link below.

5/6/2016 - Wisconsin

Act Amends Registrations and Requirements
Effective June 1, Wisconsin Act 163 amends requirements for charitable organizations and fundraising organizations. This includes rules designated by the Department of Financial Institutions.

5/3/2016 - California

LLC Statement of Information Revision
A new version of the Limited Liability Company Statement of Information (Form LLC-12) has been issued. The option to select that no changes have been made is no longer available on that form. A new form (Form LLC-12NC) has been created for this purpose instead. For more information and a copy of the forms, click on the link below.

5/1/2016 - Utah

Revised Nonprofit Corporation Act
Effective May 10, Senate Bill 40 states which actions can happen within a nonprofit corporation without holding a meeting.

4/6/2016 - Ohio

Fiduciary Duties Amended
Senate Bill 181 amends the fiduciary duties of officers for a corporation and LLC.

4/1/2016 - Idaho

Annual Report Requirement Removed
Effective July 1, benefit corporations in Idaho no longer have to file an annual benefit report with the Secretary of State. The annual benefit report must still be sent to stockholders and posted on the corporations website.

3/10/2016 - Louisiana

LLC Tax Treatment
Effective March 10, LLCs registered in Louisiana will be treated as corporations for federal income tax purposes including state income and franchise taxes, unless a Subchapter S election has been made.

3/4/2016 - Wyoming

Liability Amendment
Effective March 4, the purposes of imposing liability on any member of an LLC will be amended to include fraud, inadequate capitalization, failure to observe company formalities, and intermingling of assets and finances of the company.

3/1/2016 - Illinois

Paperless System In Effect
The Illinois Department of Financial and Professional Regulation is moving to a paperless, digital system. Effective immediately, no paper copies of business licenses will be mailed out.

2/26/2016 - California

Bill to Change Compliance Deadline
The Assembly Committee on Banking and Finance proposed a switch in April 2015 to align Statement of Information due dates with federal fax filing deadlines by entity type. The current due dates are based on an entitys date of formation. The bill is set to move forward soon.

2/19/2016 - North Dakota

UCC Electronic Filing Law
Effective March 1, 2016, North Dakotas new Central Indexing System goes into effect. This requires all UCC records to be filed electronically and must include the SSN or FEIN for each debtor. The system will be tested beginning February 24 through March 1 therefore no UCC records can be filed during this time. Once implemented, all paper records submitted to the Secretary of State will be rejected.

1/1/2016 - Tennessee

For Profit Benefit Corporations Now Available
Effective January 1, For Profit Benefit Corporations can form as an entity with the Division of Business Services in Tennessee. A Benefit Corporation must create or pursue a general public benefit or a specific public benefit as outlined in its articles of incorporation. For Profit Benefit Corporations still require the filing of an annual report with the division and in addition require an annual benefit report for shareholders and the public.

1/1/2016 - District of Columbia

Business License Amnesty Program
The Business License Amnesty Program, created by the Department of Consumer and Regulatory Affairs, will allow businesses to become compliant without penalties and fees beginning January 1 and extending through February 29, 2016. The Amnesty Program allows businesses facing economic hardships to begin the year in compliance with the District. Qualifying businesses include those operating with an expired license or without a license and those with revoked corporate statuses.

12/15/2015 - Tennessee

Online Service Fee Decrease
A flat 2.35% service fee will now be charged for documents filed online with the Division of Business Services. This is a decrease from the previous service fees for most users. A new payment method, eCheck will also be available for certain filings such as Annual Reports. The fee for eChecks will be 95 cents.

12/1/2015 - Montana

2015 Legislation Recap

  • SB35, eliminates the requirement that foreign businesses provide a current certificate of existence from their state of jurisdiction when filing their charter documents with our office. Instead, forms have been updated to include language the business has complied with the organizational laws in the jurisdiction in which they are organized.
  • SB36, provides authority for Foreign Limited Partnerships to amend their certificate of authority filed with the Secretary of State. SB41, removes the "date of first use" requirement for Assumed Business Names and Limited Liability Partnerships. This change will decrease rejections and improve filing time. The legislation establishes authority for a foreign Limited Liability Company to obtain a Certificate of Authority in Montana and clarifies "name contest" requirements.
  • SB307, clarifies on the Secretary of State's records when a business is tribally owned.
  • HB258, establishes Benefit Corporations as a business type in Montana.

11/23/2015 - Delaware

UCC Paper Filing Change
Effective December 1, the Division will require that all UCC filings be submitted to the Division electronically. The Division will no longer accept paper UCC filings submitted directly to the State via mail, courier or fax. Electronic UCC filings may be submitted directly to the Division via the States e-UCC web application or through a variety of UCC XML submitters. RASi is an Authorized UCC Filer and will submit paper filings electronically to the Division.

11/10/2015 - Arizona

Amendment Relating to Judgment Liens
Effective December 31, a judgment creditor may obtain a certified copy of a judgment obtained from any court in Arizona to be filed with the county recorder in each county where the judgment creditor desires the judgment to become a lien on the real property of the judgement debtor. View the House Bill for more information.

7/7/2015 - Texas

Business Organization Code
Governor Abbott signed into legislation SB 859 on May 15, 2015 and effective September 1, 2015, it amends the Business Organization Code with respect to powers of attorney with respect to matters relating to organization, internal affairs or termination of a LLC or partnership and effective January 1, 2016 amends provisions relating to LLP registration and annual reports.

6/15/2015 - Oklahoma

UCC Amendments
On June 4, 2015, the governor signed Oklahoma House Bill 1773. The new law adopts the Alternative A Only If option for sufficiency of individual debtor names in Okla. Stat. 12A 1-9-503(a)(4). The enacted text provides that the only sufficient source of an individual debtor name is the persons unexpired Oklahoma drivers license, if the debtor has such a document. If the debtor lacks an unexpired Oklahoma drivers license, then the secured party must go to the second-tier safe harbor in 1-9-503(a)(5) and provide either the individual name of the debtor or the surname and first personal name of the debtor.

6/9/2015 - Indiana

Registered Agent Changes
Significant changes regarding Registered Agent form requirements in Indiana cropped up effective July 1, 2014, continue in 2015 and are on the roster for 2016. Effective July 1, 2014 Registered Agents must - Maintain the contact information for each entity that they represent (include the name of the person, business address and phone number); - Ensure the contact is either a natural person who is a director, officer, employee or designated agent; - Either consent in writing or by marking the consent box on the newer forms updated by the state which represents that the registered agent has consented to their appointment as agent for service of process.

6/9/2015 - North Dakota

North Dakota - HB 1335
Effective August 1, 2015, makes various amendments to business entity statutes including: - Registered agents may notify the Secretary of State of a non-consensual appointment; - Cooperatives shall file annual reports and may reinstate after involuntary dissolution and revocation of authority; - Involuntary dissolution or revocation of authority of entities for failure to maintain a registered agent or a misrepresentation of any material matter in any application, report or record submitted by the corporation; - A change of address of an entitys principal executive office may be reported on the next annual report or submitted without a filing fee; and - The filing fee to register a foreign LLLP increases to $110.00.

6/9/2015 - Utah

Utah - SB 174
Signed by the governor March 30, 2015, is effective May 12, 2015. This bill requires a certificate of assumed and of true name to designate and maintain a registered agent in Utah. Although the state application has previously included this requirement on their form, it is not until this update that the requirement is actually stated in the statute.

6/2/2015 - Mississippi

Mississippi - Limited Partnership Changes
Mississippi Governor, Phil Bryant, signed SB 2310 on April 20 and effective July 1 enacted the Uniform Limited Partnership Act

6/2/2015 - Indiana

Indiana - Business Entity Law Changes
Effective July 1st, SB 487, makes various changes to business entity laws.

6/2/2015 - Pennsylvania

Pennsylvania - Title Amendment
Effective July 15, 2015, House Bill 2234 extensively amends the Corporations & Unincorporated Associations title.

5/14/2015 - Alabama

Alabama - LLC Changes
Established May 14th, 2015, House Bill 54 amends the LLC law regarding governing law, rules of construction, distributions and application of the law to preexisting relationships.

1/26/2015 - Michigan

Legislation Relates to Mergers and Conversions
SB 929 (Public Act No. 559) allows mergers and conversions of limited liability companies involving nonprofit corporations.

1/19/2015 - Michigan

Legislation Simplifies the Nonprofit Corporation Act
Senate Bill 623 (Public Act No. 557) signed by the governor and effective January 10 simplifies, clarifies and modernizes the nonprofit corporation act including provisions for dissolution, merger and conversion of charitable purpose corporations.

1/9/2015 - Kansas

News Release Regarding Email Notifications
In efforts to reduce identity theft, Kansas Secretary of State Kris Kobach launched a new service which automatically sends an email notification to business owners informing them of any amendments related to their business entity registered with the Kansas Secretary of State. 07_BusinessEntityNotificationSystem.pdf

1/5/2015 - Pennsylvania

Legislation Modernizes the Law on Corporations
House Bill 2234 (Act No. 2014-172) signed by the governor October 22 and effective July 1, 2015 modernizes the law on corporations and unincorporated associations by adding provisions on names, mergers, interest exchanges, conversions, divisions, domestications and registration of foreign associations to do business . Current law requires a business entity involved in a merger, conversion, division, interest exchange or domestication to first dissolve and obtain tax clearance.

12/18/2014 - New York

Organizational Tax; Taxes on Changes of Capital
Section 180 of the Tax Law Organizational tax; taxes on changes of capital was repealed by Chapter 59 of the Laws of 2014. Effective January 1, 2015 the Department of State will not collect a tax on shares when forming a corporation. Additionally, no tax will be collected when filing a Certificate of Amendment to a Certificate of Incorporation to increase the number of authorized shares or change the authorized shares.

12/16/2014 - New Jersey

Aligning Corporation Indemnification Law
Assembly Bill 2603 (Chapter 2014 77) makes the corporate indemnification law consistent with Delaware and New York by removing a requirement that the board of directors authorize the advancement of expenses and allowing the board to delegate responsibility for the authorization to the officers of the corporation.

12/12/2014 - Arizona

Summary of Legislative Changes January 1
Legislative changes effective January 1, 2015. Benefit corporations with an additional specific purpose of creating a "general public benefit" can be formed starting January 2. The Arizona Entity Restructuring Act streamlines procedures for filing with respects to mergers and domestications and allows conversion of one entity type to another.

9/29/2014 - Alaska

One business license for multiple lines of business
On July 31 the governor signed House Bill 32 (Chapter 110), which will be effective October 31st, it provides for issuance of one business license for multiple lines of business and for reissuance of a business license to make a change on the license.

9/8/2014 - New Hampshire

Legislation relates to entity revival
House Bill 1283, effective, September 9 permits a business entity whose charter was revoked to apply for revival of its certificate of incorporation and authorizes the Secretary State to conduct a hearing to determine the completeness and accuracy of the application for revival.

9/2/2014 - Pennsylvania

HB 1574 (Act 96) allows HMOs to be structured as LLCs
House Bill 1574 (Act 96) signed by the governor July 2 and effective September 2 amends the Health Maintenance Organization Act to allow HMOs to be structured as LLCs.

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

Litigation Financiers
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 companys 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 states website.

4/4/2014 - West Virginia

Cooperative Associations
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

License Rejections
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.,%202013/S439-SMTG-34(e1).pdf

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.
To login or find out more about requesting a certificate or letter online, visit the Comptroller's site below.

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

Legislative Updates
Effective October 1, the Nevada Secretary of States 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 To see the press release, click on the link below.

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.;//;80/portal/

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 States 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 LLCs 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 agents 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 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 companys 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 managers personal representative or assignee. Section 9 provides that the proposed amendments of the Act shall become effective August 1, 2012.$file/legis.html?open

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 States 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 States Office utilizes an online filing system for all Annual Reports. Corporate Annual Reports may be filed online on the Secretary of States website at 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 States 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.

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