Pending Business Organization Legislation Updated as of December 21, 2016

Transcription

1 Pending Business Organization Legislation Updated as of December 21, 2016 Pending Business Organization Legislation 2016: AL H202 2/11/16 The bill would amend the state s limited partnership law. The bill would harmonize limited partnership formation law with LLC law, sets default provisions for limited partnership agreements and specifies information required for various filings. AL S151 2/9/16 The bill would amend the state s limited partnership law. The bill would harmonize limited partnership formation law with LLC law, sets default provisions for limited partnership agreements and specifies information required for various filings. CA S1253 2/18/16 Authorizes a limited liability company to be licensed as a real estate broker. CT H5639 3/17/16 Provides for adoption of the Connecticut Uniform Limited Liability Act; amendments to conform the Connecticut Business Corporation Act to the Model Business Corporation Act; establishment of the Connecticut Center for Commercial Claims for the expeditious resolution of commercial cases; and enactment of the Connecticut Rapid Arbitration Act to facilitate prompt resolution of certain business-related disputes. Enacted 5/12/16. Takes effect on 1/1/17. Tracked on Other Uniform Acts Chart. Page 1 of 5

2 DE H367 5/5/16 Amends DE Revised Uniform Limited Partnership Act (RULPA) to clarify that service upon a series of a limited partnership must name both the series and the partnership; clarifies that a series or general partner may agree to be liable for the debts and obligations of another series; and makes several other changes to the DE RULPA intended to maintain its national preeminence. If enacted, the bill would take effect on DE H368 5/5/16 Clarifies that the provisions of (d) of the DE Revised Uniform Partnership Act (RUPA) are intended to be enabling and are not intended to restrict the way in which partners may vote on, consent to or approve any matter. If enacted, the bill would take effect on DE H371 5/5/16 Makes several clarifications and other changes to DE corporation law recommended by the DE State Bar Association. DE H372 5/5/16 Amends DE Limited Liability Company Act (LLCA) to clarify that service upon a series of an LLC must name both the series and the LLC; clarifies that a series or the LLC may agree to be liable for the debts and obligations of another series; and makes several other changes to the DE LLCA intended to maintain its national preeminence. If enacted, the bill would take effect on DE S243 5/3/16 This bill would make several changes to Delaware Statutory Trust Act to keep it current and to maintain its national preeminence. GA H811 1/22/16 The bill would revise the powers and duties of the Department of Banking and Finance; modernize, and streamline numerous Code sections to provide for efficient regulation of banks, trust companies, credit unions, merchant acquirer limited purpose banks, and the mortgage lending industry; and update and eliminate certain provisions to comply with federal law. Enacted 6/16/16. Takes effect on Enacted 7/13/16. Takes effect on Enacted on 4/26/16. Takes effect 7/1/16 Page 2 of 5

3 IL H5905 2/11/16 Enacts the Illinois Cooperative Act and repeals the current Co-operative Act effective in Assigned to Rules IN H1336 1/12/16 Establishes Series LLCs Enacted 3/23/16. Series LLC provisions take effect 1/1/17. Other business entity provisions take effect 7/1/16. KS H2112 1/23/15 Substitute text for unrelated bill makes numerous amendments to the state corporation code and business entity standard treatment act. Similar to H2713. KS H2713 3/2/16 Makes numerous amendments to the state corporation code and business entity standard treatment act. KS S390 2/1/16 Makes a number of amendments to the state banking code, including names of banks and trust companies, merger and acquisition of banks and trust companies and similar matters. LA H714 3/4/16 Makes a number of changes to the state s Business Corporation Act. Updates the act with more recent changes to the Model Business Corporations Act. MD H457 1/29/16 Substantially reduced fees certain business entities pay to the State Department of Revenue and Taxation over a 4-year period. NJ A1600 1/27/16 This bill modifies applicable business filing statutes contained in the "New Jersey Business Corporation Act" by adding domestication and conversion provisions across all business entity types. NJ A1786 1/27/16 This bill permits partnerships and limited partnerships to convert to and from other business entities and clarify indemnification standards, address notice issues, and make certain other changes to the "Revised Uniform Limited Liability Company Act." Enacted 5/17/16. Takes effect upon publication in the statute book. Enacted 5/6/16. Takes effect upon publication in the statute book. Enacted 6/9/16. Takes effect on Failed. Reported unfavorably by the Economic Matters Committee 3/8/16. Assigned to Regulatory Oversight Assigned to Commerce and Economic Development Page 3 of 5

4 NJ S1089 2/8/16 This bill would modernize business filing statutes to include entity conversion and domestication. OH S317 4/20/16 Makes numerous revisions to the state s banking law, including changes to bank regulation and governance. Assigned to Senate Commerce Passed Senate on 11/30/16. Pending in House Rules and Reference OR D2916 Draft Pending 2017 Imposes substantial costs and regulatory burdens on registered agents and represented entities. Pending introduction in the 2017 session. SD S49 1/11/16 Allocates funds to the secretary of state for the purpose of purchasing and developing software for an online business registration and filing system. The bill also provides for a $50 penalty for any business entity that fails to file its annual report within the prescribed time period. US H4450 2/3/16 Requires state business formation authorities to collect and maintain beneficial ownership information for LLCs and corporations; requires licensed formation agents (service companies) to collect and maintain beneficial ownership for entities they form. US S2489 2/3/16 Requires state business formation authorities to collect and maintain beneficial ownership information for LLCs and corporations; requires licensed formation agents (service companies) to collect and maintain beneficial ownership for entities they form. US S3268 7/14/16 Requires all U.S. business entities to have an employer identification number issued by the Secretary of the Treasury and grants the Secretary of the Treasury limited discretion to disclose SS-4 beneficial ownership information to law enforcement under certain circumstances. Enacted 3/15/16. Took effect immediately. Assigned to Financial Services Assigned to Judiciary Assigned to Senate Finance Committee 7/14/16. Page 4 of 5

5 VA H130 1/13/16 The bill would require that the name of the series with limited liability must contain the entire name of the limited liability company and be distinguishable from the names of the other series set forth in the articles of organization. Under this bill, the registered agent for the LLC is also the registered agent for each series. VA H955 1/13/16 The bill would restructure the VA LLC Act and addresses LLC formation through conversion. WI A837 1/29/16 Adopts, with modifications, the Revised Uniform Partnership Act (1997), as last amended in Same as S657. WI S657 2/1/16 Adopts, with modifications, the Revised Uniform Partnership Act (1997), as last amended in Same as A837. Continued until Enacted on 3/7/16. Takes effect 7/1/2016. Enacted 3/30/16. Takes effect Failed. See A837 For additional information please contact: Paul Hodnefield Associate General Counsel Direct: (651) Toll Free: (800) , Ext Page 5 of 5