Maryland Senate Bill 82 was signed by the governor April 10, 2018, with an effective date of October 1, 2018. The bill requires corporations, limited liability partnerships, limited partnerships, and statutory trusts to have a resident agent, rather than at least one resident agent. The bill also alters the effective date of a resident agent’s resignation for these entities, as well as for limited liability companies and foreign corporations, to reflect these entities having only one resident agent.
New Hampshire LLC Mergers
New Hampshire Senate Bill 425 was signed by the governor June 8, 2018, with an effective date of August 7, 2018. The bill modifies requirements for LLC mergers and eliminates fiduciary rights of former LLC members.
Illinois Conversions
Illinois Senate Bill 3398 was signed by the governor and became effective August 14, 2018. The bill amends the Limited Liability Company Act and the Professional Limited Liability Company Act to permit the conversion of a LLC to a professional LLC requiring no filing fee. The bill also requires a professional limited liability company’s name to contain “PLLC”. In addition, the bill provides for certificates of registration to expire on January 1, 2019 and on January 1 of every third year thereafter for professional LLCs, professional service corporations and medical corporations.
New Hampshire ReInstatements
New Hampshire Senate Bill 413 was signed by the governor June 8, 2018, with an effective date of August 7, 2018. The bill allows LLCs to apply to the Secretary of State for late reinstatement if more than 3 years have expired since the effective date of dissolution. In addition, the bill provides standards to determine if entity names are distinguishable.
Delaware LLC News
Delaware Senate Bill 183 became effective August 1, 2018. The bill authorizes an LLC to divide into one or more newly formed domestic LLCs. Upon dividing, the LLC can either continue or terminate its existence. In addition, the bill authorizes the creation of statutory public benefit LLCs with the purpose of benefiting the public.
Arizona Senate Bill 1353 - Enacts the Uniform Limited Liability Company Act
Arizona Senate Bill 1353 was signed by the governor April 10, 2018. The bill enacts the Uniform Limited Liability Company Act effective September 1, 2019.
To view the entire bill: AZ SB 1353
Indiana - Uniform Business Organizations Code and the Uniform Business Organization Transactions Act
Senate Bill 443, effective January 1, 2018, enacts the Uniform Business Organizations Code and the Uniform Business Organization Transactions Act, governing various issues, including filings with the Secretary of State, names, registered agents, foreign entities, administrative dissolution, fees, mergers, interest exchanges, conversions and domestications for all business entity types.
https://iga.in.gov/legislative/2017/bills/senate/443#document-ca0e392c
Fee Increase for Document Recordings in California
California Senate Bill 2 was signed into law by Governor Jerry Brown on September 29, 2017 and will take effect January 1, 2018. It creates a $75 fee on certain real estate transaction documents when they are recorded, capped at $225 per transaction. The fee does not apply to sales of residential and commercial properties but instead to other transactions like mortgage refinancing and county fixture filings.
Nevada Legislative Changes - Articles of Incorporation and New Specific Entity Information
The 2017 Legislative session imposed several changes to certain requirements within Title 7 of the Nevada Revised Statutes. Below is a highlight of the changes. For further information and a complete list of bills, please refer to the Nevada Legislature website at: https://www.leg.state.nv.us
Assembly Bill 6 – Effective July 1, 2017
Removes an exemption from the requirement to obtain a state business license for businesses whose primary purpose is to create or produce motion pictures.
Assembly Bill 123 – Effective October 1, 2017
Revises provisions governing initial and annual lists and revises provisions relating to a series created by a limited-liability company.
Each new business entity subject to Title 7 of the Nevada Revised Statutes shall file an initial list at the time of filing its organizational documents. If an amended list is filed within 60 days after the initial list is filed, the business entity shall not be required to pay a fee.
If the articles of organization or operating agreement of a limited-liability company creates one or more series, the registered agent of the company shall be deemed to be the registered agent for each series of the limited-liability company. Each series may be served with any legal process, notice or demand required or authorized by law by serving the registered agent of the limited liability company which authorized the creation of the series.
Senate Bill 41 – Effective October 1, 2017
Revises provisions governing the examination of the records required to be maintained by registered agents and revises the provisions governing the examination of records required to be maintained by certain business entities.
The Secretary of State may conduct periodic, special or any other examinations of any records required to be maintained pursuant to this chapter or any other provision of NRS pertaining to the duties of a registered agent as the Secretary of State deems necessary or appropriate to determine whether a violation of this chapter or any other provision of NRS pertaining to the duties of a registered agent has been committed.
Upon the request of the Secretary of State, a limited liability company shall provide the Secretary of State with the name and contact information of the custodian of records, if different from the registered agent for such company.
Each limited partnership shall continuously maintain a principal office in this State, which may but need not be a place of its business in this State, or a custodian of records whose name and street address is available at the limited partnership’s registered office. A limited partnership shall maintain at its principal place of business in this State or with the custodian of records a current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order.
Assembly Bill 423 – Effective January 1, 2018
The Secretary of State shall work in consultation with the Nevada Commission for Women to design and conduct an annual survey of businesses in this State for the purpose of collecting data and information related to issues of gender equality in the workplace. The survey shall be offered through the state business portal at the time the business submits an online application or renewal for a state business license. The Secretary of State shall make the voluntary responses electronically available and searchable on the Internet website of the Office of the Secretary of State and shall annually compile the responses into a report and submit the report to the Governor and to the Director of the Legislative Counsel Bureau.
Assembly Bill 436 – Effective January 1, 2018
The Secretary of State shall ensure that the state business portal enables a person who applies for the issuance or renewal of a state business license to indicate whether the applicant is a minority-owned business, a woman-owned business or a veteran-owned business and shall provide information electronically concerning programs to provide financing for small businesses and information concerning the process by which the business may become certified as a disadvantaged business enterprise. The Secretary of State shall include and maintain the same information on its Internet website
New Hampshire Enacts New Legislation - Business Entity Reinstatements
New Hampshire has enacted the following legislation, effective as noted:
Senate Bill 42, Laws of 2017, effective August 27, 2017, has amended the business and nonprofit corporation laws by repealing the requirement that a public hearing be held in connection with domestic reinstatements. This applies to late reinstatements for business corporations.
The Bill may be accessed at http://www.gencourt.state.nh.us/bill_status/billText.aspx?sy=2017&v=HP&id=916 .
Senate Bill 18, Laws of 2017, effective August 28, 2017, has amended the business corporation and LLC laws by authorizing revoked foreign corporations and foreign LLCs to apply for reinstatement.
The Bill may be accessed at http://www.gencourt.state.nh.us/bill_status/billText.aspx?sy=2017&id=918&txtFormat=pdf&v=current
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