Statutory Updates & Filing Office News

Statutory Updates & Filing Office News

Legislation Effective January 1, 2015


ALABAMA

House Bill 2 (Act No. 2014-144) signed by the governor March 11 and effective January 1, 2015 enacted the Alabama Limited Liability Company Law of 2014 which until January 1, 2017 would govern only (i) LLCs formed after January 1, 2015, and (ii) LLCs formed prior to January 1, 2015 that elect to be subject to the provisions of the act, and after January 1, 2017, the new act would govern all LLCs. The bill text can be accessed at http://ali.state.al.us/documents/HB2.pdf

ARIZONA

Senate Bill 1353 signed April 23 and effective January 1, 2015 establishes the Arizona Entity Restructuring Act (AERA) which governs and authorizes business transactions relating to mergers, interest exchanges, conversions, domestications, and divisions. The bill text can be accessed at http://www.azleg.gov//FormatDocument.asp?inDoc=/legtext/51leg/2r/bills/sb1353s.htm&Session_ID=112

CALIFORNIA

Senate Bill 1041 signed by the governor September 29 and effective January 1, 2015 makes various technical, non-substantive and clarifying changes throughout the Corporations Code in preparation for the Secretary of State automated filing system. Among the changes are a foreign LLC that adopts a new name must relinquish an alternate name and reinstatement of a fraudulently terminated business entity is conditioned upon the business entity concurrently submitting for filing an amendment to change its name to eliminate conflict. The bill text can be accessed at http://legis.delaware.gov/LIS/lis147.nsf/vwLegislation/HB 345/$file/legis.html?open

ILLINOIS

Senate Bill 1098 (Public Act No. 98-0776) signed by the governor July 21 and effective January 1, 2015 amends the Business Corporation Act to clarify the liability of directors of a corporation during a period of administrative dissolution. The bill text can be accessed at http://www.ilga.gov/legislation/publicacts/fulltext.asp?Name=098-0776&GA=98

House Bill 5322 (Public Act No. 1042) signed by the governor August 25 and effective January 1, 2015 amends the Common Interest Community Association Act to permit the use of technology in any condominium instrument or any provision of the act concerning notices, signatures, votes, consents, or approvals. The bill text can be accessed at http://www.ilga.gov/legislation/publicacts/98/098-1042.htm

KANSAS

House Bill 2721 signed by the governor May 14 and effective January 1, 2015 harmonizes business entity filing statutes for corporations, LLCs, limited partnerships and LLPs. The bill text can be accessed at http://kslegislature.org/li/b2013_14/measures/documents/hb2721_enrolled.pdf

A news release posted by the Secretary of State’s office can be accessed at http://www.kssos.org/other/news_releases/PR_2014/NR_2014-05-06_B.E.S.T._Act_Passes_Unanimously.pdf

LOUISIANA

House Bill 319 (Act No. 328) signed by the governor May 30 and effective January 1, 2015 repeals the existing Business Corporation Law and enacts a Business Corporations Act modeled after the Model Business Corporations Act as recommended by the Louisiana State Law Institute. The bill text can be accessed at http://www.legis.la.gov/legis/ViewDocument.aspx?d=912786

MINNESOTA

Senate Bill 1770 (Chapter 293) signed by the governor with a line item veto on May 28 and effective January 1 relates to government data practices. The bill text can be accessed at https://www.revisor.mn.gov/laws/?id=293&doctype=Chapter&year=2014&type=0

House Bill 2582 (Chapter 172) signed by the governor April 19 and effective January 1, 2015 enacted the Public Benefits Corporation Act. A public benefits corporation must state it is either a general benefits corporation, a general benefits corporation that elects to also pursue specific public benefits, or a specific benefits corporation, and these words or the abbreviations “GBC” or “SBC” must be included in the corporate name. The bill text can be accessed at https://www.revisor.mn.gov/laws/?id=172&doctype=Chapter&type=0&year=2014

MISSISSIPPI

Senate Bill 2322 signed by the governor March 19 and effective January 1, 2015 enacted the Mississippi Entity Conversion and Domestication Act with a fee of $50.00 to file a statement of conversion or statement of domestication and a fee of $25.00 to file a statement of abandonment.. The bill text can be accessed at http://billstatus.ls.state.ms.us/documents/2014/html/SB/2300-2399/SB2322SG.htm

NEW HAMPSHIRE

Senate Bill 215 (Chapter No. 2014-216) signed by the governor July 11 and effective January 1, 2015 authorizes the formation of benefit corporations. The bill text can be accessed at http://www.gencourt.state.nh.us/legislation/2014/SB0215.html

NEW YORK

The Department of State posted a news release that effective January 1, 2015 tax on shares will not be collected when forming a corporation or filing a Certificate of Amendment to a Certificate of Incorporation to increase the number of authorized shares or change the authorized shares, in accordance with Senate Bill 6359 (Chapter 59) enacted March 31, 2014. The news release can be accessed at http://www.dos.ny.gov/corps/news_archive.htm#2014 and the bill text can be accessed at http://assembly.state.ny.us/leg/?default_fld=&bn=S06359&term=2013&Summary=Y&Text=Y

NEW MEXICO

Senate Bill 110 (Chapter 33) signed by the governor March 7 and effective January 1, 2015 amends the real estate appraisers act to provide for registration of appraisal management companies. The bill text can be accessed at http://www.nmlegis.gov/Sessions/14 Regular/final/SB0110.pdf

TENNESSEE

Senate Bill 884 (Chapter 884) signed May 1 and effective January 1, 2015 exempt certain cooperatives from the Nonprofit Corporation Act. The bill text can be accessed at http://state.tn.us/sos/acts/108/pub/pc0884.pdf

Senate Bill 1505 (Chapter 899) signed by the governor May 9 and effective January 1, 2015 revises the Nonprofit Corporation Act regarding notices, filing requirements, filing fees, indemnification and liability, actions without a meeting, proxies, inspectors of election; the exercise of powers of directors, liability for unlawful distributions, duties of officers, removal of officers, conflict of interest, charter and bylaw amendments, mergers, membership exchanges and conversions, transfers of assets, and other provisions. The bill text can be accessed at http://state.tn.us/sos/acts/108/pub/pc0899.pdf

Last updated: 12/03/2014


Alaska

The Department of Commerce, Community and Economic Development Division of Corporations, Business and Professional licensing posted a summary of 2014 legislation with changes to certain license requirements.  More information is available at http://commerce.state.ak.us/dnn/Portals/5/pub/CBPL_New_Legislation_2014.pdf

Arizona

The Corporations Division of the Arizona Corporation Commission posted a summary of 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 and must file with the Corporations Division both an annual report and an annual benefit report.  The Arizona Entity Restructuring Act streamlines procedures for filing with respects to mergers and domestications and allows conversion of one entity type to another. State forms will be posted on the website by the end of December and use of the state forms is not mandatory.  More information is available at http://www.azcc.gov/Divisions/Corporations/Legislative-changes-update-Dec-2014.pdf

Delaware

Delaware corporations will receive notices forwarded by registered agents regarding the March 1, 2015 deadline to file an annual report and pay franchise tax.

Georgia

The Secretary of State posted an alert to Georgia corporations about deceptive solicitations from “Georgia Council for Corporations” offering to complete corporate meeting minutes for a fee of $125.00.  Georgia corporations are not required to file corporate minutes with the Secretary of State’s Corporations Division.  More information is available at http://sos.ga.gov/index.php/corporations/secretary_kemp_alerts_georgia_corporations_about_solicitations

Louisiana

January 1, 2015 is the effective date of House Bill 319 (Act No. 328) that repeals the existing Business Corporation Law and enacts a Business Corporations Act modeled after the American Bar Association’s Model Business Corporations Act as recommended by the Louisiana State Law Institute. Among the changes are approval of unanimous governance agreements, the percentage of votes required to approve measures, and provisions regarding director conflict of interest transactions, derivative shareholder suits and shareholder appraisal rights. The bill text can be accessed at http://www.legis.la.gov/legis/ViewDocument.aspx?d=912786&n=HB319 Act

Massachusetts

House Bill 4380 (Chapter No. 371-2014) signed by the governor and effective November 10 amended the Limited Liability Company Act to clarify that upon dissolution, and notwithstanding the filing of a certificate of cancellation, a LLC continues its existence but may not carry on any business except as necessary in connection with the winding up of its affairs or distributing its assets.  The bill text can be accessed at https://malegislature.gov/Laws/SessionLaws/Acts/2014/Chapter371

Michigan

The Department of Licensing and Regulatory Affairs (LARA) Corporations, Securities, and Commercial Licensing Bureau (CSCL) announced that 2015 annual statements for limited liability companies (LLC) and professional limited liability companies (PLLC) were mailed to resident agents of record with the CSCL Corporations Division.   LLCs and PLLCs are required to file the annual statement by February 15 of each year.  More information is available at http://michigan.gov/lara/0,4601,7-154-10573_11472-342082–,00.html

Minnesota

Annual renewals must be filed by December 31 to avoid statutory dissolution and reinstatement.  The Office of the Secretary of State Minnesota Business & Lien System can be accessed to file renewals online at http://mblsportal.sos.state.mn.us/

The Office of the Secretary of State on Monday, December 8 plans to launch a newly designed Business Services website and among the new features will be online filing of annual reinstatements and searches for prior business names.  The office also announced that the fee structure for document copies will change to a flat $3.00 per filing and copies of completed business filings will be delivered in person at the Business Services public counter or by mail and originals will no longer be returned or mailed.

Public benefit corporations (PBCs) may file in Minnesota effective January 2.  A news conference with the Secretary of State is planned January 2, at 10:00 am at the Business Services Division in St. Paul, and companies will have the opportunity to be the “first to file” as a PBC. The public benefit corporation legislation may be accessed at https://www.revisor.mn.gov/statutes/?id=304A

Nevada

The Secretary of State Commercial Recordings Division posted its year-end filing policy. Any non-expedite new filings, amendments, mergers or any other filing processed by the New Filings and Amendments Divisions received on or before December 31 will receive a 2014 file date if that filing is in fileable form.  More information is available at http://nvsos.gov/Modules/ShowDocument.aspx?documentid=3572

Ohio

Half of all new business entities formed in Ohio are filed online at Ohio Business Central according to a news release posted on the Secretary of State’s website with filing figures for October.  More information is available at http://www.sos.state.oh.us/SOS/mediaCenter/2014/2014-11-14.aspx

Pennsylvania

The Department of State Bureau of Corporations and Charitable Organizations posted a special announcement at http://www.dos.state.pa.us/portal/server.pt/community/corporations/12457 with information regarding the release of PENN File, an online business document filing system which can be accessed at https://www.corporations.pa.gov/

Rhode Island

The Office of the Secretary of State launched an email subscription service which permits an officer, director, partner, manager, member or other authorized representative of a business entity to receive an email notification whenever a filing is posted for the business entity.  More information is available at http://sos.ri.gov/business/subscription/

Tennessee

The Secretary of State posted a warning to Tennessee corporations regarding a deceptive solicitation from “Tennessee Council for Corporations” to prepare “corporate consent records” for a fee of $125.  More information is available at http://tnsos.org/Press/story.php?item=928

Vermont

December 15 is the deadline for corporations and LLCs with a fiscal year ending September 30 to file annual reports and avoid termination and a reinstatement fee.  More information is available at https://www.sec.state.vt.us/corporations/corporations-calendar-of-events.aspx?date=20141216000000#20141216000000

Virginia

The State Corporation Commission (SCC) Clerk’s Office issued an alert to Virginia corporations regarding a deceptive solicitation from “Virginia Council for Corporations” to prepare corporate consent records in lieu of meeting minutes for a fee of $125.00.  The solicitation form is neither required by Virginia law nor authorized by the SCC and will not be accepted for filing by the SCC.  More information is available at http://www.scc.virginia.gov/clk/files/corprec3.pdf

Washington

The Secretary of State updated a consumer alert regarding deceptive annual minutes solicitations sent by Annual Business Services or Compliance Services or Corporate Records Services to business entities registered in Washington state.  More information is available at http://www.sos.wa.gov/corps/consumeralert.aspx

Wisconsin

The Corporation Section of the Division of Corporate & Consumer Services at the Department of Financial Institutions posted an alert regarding year-end office closings and deadlines for paper and online year-end filings.  More information is available at http://www.wdfi.org/_resources/indexed/site/corporations/2014EndOfYearWebInfo.pdf