Sep 30

September 30, 2016

Colorado – Dissolution Fee Decrease

Colorado – Dissolution Fee Decrease

The filing fee to dissolve a Colorado entity will decrease from $25.00 to $10.00 effective Saturday October 1.
Sep 29

September 29, 2016

UCC Expert’s Corner: Buyer Beware – Unauthorized Transfer Provides Secured Party With Multiple Causes of Action

UCC Expert’s Corner: Buyer Beware – Unauthorized Transfer Provides Secured Party With Multiple Causes of Action

By Paul Hodnefield, Esq. Debtors have been known to sell or otherwise transfer assets subject to a security interest without the knowledge of the secured party. When this occurs, the transferee often takes subject to the security interest, which can be a costly proposition. A buyer discovered this the hard way in the recent case of Beach Community Bank v. Disposal Services, LLC, 2016 Fla. App. LEXIS 14159 (Fla. Ct. App. Sept. 21, 2016). In this case, Beach Community Bank…
Sep 28

September 28, 2016

de-business-entity-laws

Delaware legislature makes important changes to business entity laws

Delaware’s General Assembly passed significant amendments to the state’s business laws during its 2016 session: Corporations: The 2016 statutory revisions to the DGCL address topics including the subject matter jurisdiction of the Delaware Court of Chancery, quorum and voting requirements for board committees and subcommittees, stock certificates, mergers, appraisal rights, and restoration and revival of a certificate of incorporation. Limited Partnerships: Among the provisions of the Delaware Revised Uniform Limited Partnership Act that have been amended are those concerning service…
Sep 28

September 28, 2016

California – Clarification of Electronic Signature Requirements

California – Clarification of Electronic Signature Requirements

Assembly Bill 2296 (Chapter No. 144) signed by the governor August 18 and effective January 1, 2017 clarifies that a digital signature may be used to satisfy the requirements of an electronic signature under the Uniform Electronic Transactions Act.
Sep 27

September 27, 2016

North Carolina – Limited Liability Company Act Amended Effective October 1

North Carolina – Limited Liability Company Act Amended Effective October 1

Senate Bill 482 (Session Law Number 2016-114) signed by the governor July 28 and effective October 1 (i) amends the Limited Liability Company Act to define the rights of employers and employees in employee inventions and (ii) permits a charitable or religious corporation to convert to a domestic LLC.
Sep 26

September 26, 2016

Ohio – Expansion of Online Services

Ohio – Expansion of Online Services

The Secretary of State posted an announcement of the expansion of online services to include qualification of foreign corporations, nonprofit corporations, LLCs, limited partnerships and LLPs.  The announcement indicated that 90 percent of business filings received by the Secretary of State’s office now can be completed online.
Sep 23

September 23, 2016

Florida – Annual Reports Due by September 23 to Avoid Administrative Dissolution

Florida – Annual Reports Due by September 23 to Avoid Administrative Dissolution

The Department of State, Division of Corporations is sending via email to business entities final notice of its intent to administratively dissolve or revoke entities if an annual report is not filed by 5:00pm Eastern Time on Friday, September 23, 2016. Annual reports were due May 1. All for-profit corporations, limited liability companies and limited partnerships which failed to file their annual reports by May 1 are required to pay an additional non-negotiable $400.00 late fee. Payment can be made…
Sep 19

September 19, 2016

Arizona – Legislation Creates Database to Store Filed Documents

Arizona – Legislation Creates Database to Store Filed Documents

House Bill 2447 signed by the governor May 17 and effective January 1 requires the Arizona Corporation Commission (ACC) to create and maintain a database for documents filed in the previous 90 days to be available online and business entities located in counties with more than 800,000 population (Maricopa and Pima) may submit the online information in lieu of publication.
Sep 13

September 13, 2016

California – Amendment to the LLC Act

California – Amendment to the LLC Act

Assembly Bill 1722 (Chapter 66) signed by the governor July 22 and effective January 1 amends the LLC act to substitute a “50 percent or more” standard in place of a “majority” of an LLC’s voting power to vote to  dissolve or to cancel its articles of organization.
Sep 9

September 9, 2016

Florida – Bill Permits Financial Institutions to Designate Registered Agent Location

Florida – Bill Permits Financial Institutions to Designate Registered Agent Location

Senate Bill 1104 (Chapter 2016-180) signed by the governor April 11 and effective January 1, 2017 permits a financial institution authorized by state or federal law to designate with the Department of State a place or registered agent as the sole location to receive service of process. If a financial institution has no registered agent, service may be made to any officer, director or business agent at its principal place of business or any other branch, office or place of…