House Bill 2330 -Entity Filing Changes Effective January 1st, 2016

Oregon House Bill 2330 (2015 session), effective January 1, 2016, has enacted the following changes affecting our services and materials:

 

Business Corporations (aka "Private" Corporations)

  • Articles of Conversion are no longer required to include the plan of conversion. Instead, the articles can include either a plan of conversion or a declaration stating an address where that plan is on file and that the converted entity will provide a free copy to any owner upon request.
  • Articles of Merger must include the name and type of each business entity that will merge as well as the name and entity type of the survivor. The articles are no longer required to include a plan of merger. Instead, the articles can include either a plan of merger or a declaration stating an address where that plan is on file and that the survivor will provide a free copy to any owner or shareholder of any constituent entity upon request.
  • Articles of Share Exchange must include the name of the corporation that intends to acquire shares, as well as the name of the corporation whose shares will be acquired. The articles are no longer required to include a plan of share exchange. Instead, the articles can include either a plan of share exchange or a declaration stating an address where that plan is on file and that the survivor will provide a free copy to any owner or shareholder of any constituent entity upon request.
  • The Bill also clarifies that a written dissenter's notice must be issued to all shareholders when a proposed corporate action that creates dissenter's rights is authorized by written consent without a meeting.

Limited Liability Companies

  • Articles of Conversion are no longer required to include the plan of conversion. Instead, the articles can include either a plan of conversion or a declaration stating an address where that plan is on file and that the converted entity will provide a free copy to any owner upon request.
  • Articles of Merger must include the name and type of each business entity that will merge as well as the name and entity type of the survivor. The articles are no longer required to include a plan of merger. Instead, the articles can include either a plan of merger or a declaration stating an address where that plan is on file and that the survivor will provide a free copy to any owner, member or shareholder of any constituent entity upon request.

Limited Liability Partnerships

  • Articles of Conversion are no longer required to include the plan of conversion. Instead, the articles can include either a plan of conversion or a declaration stating an address where that plan is on file and that the converted entity will provide a free copy to any owner upon request.
  • Articles of Merger must include the name and type of each business entity that will merge as well as the name and type of the survivor. The articles are no longer required to include a plan of merger. Instead, the articles can include either a plan of merger or a declaration stating an address where that plan is on file and that the survivor will provide a free copy to any owner of any constituent entity upon request.

Limited Partnerships

  • Articles of Conversion are no longer required to include the plan of conversion. Instead, the articles can include either a plan of conversion or a declaration stating an address where that plan is on file and that the converted entity will provide a free copy to any owner upon request.
  • Articles of Merger must include the name and type of each business entity that will merge as well as the name and entity type of the survivor. The articles are no longer required to include a plan of merger. Instead, the articles can include either a plan of merger or a declaration stating an address where that plan is on file and that the survivor will provide a free copy to any owner of any constituent entity upon request.

Similar changes affecting Oregon Cooperative Corporations (conversions and mergers) as well as Nonprofit Corporations (mergers only) are also enacted.

The Bill can be accessed by clicking on the following hyperlink: https://olis.leg.state.or.us/liz/2015R1/Downloads/MeasureDocument/HB2330/Enrolled

Oregon UCC Filings - Individual Debtor Name Requirement

Under Senate Bill 462, the name of an individual debtor listed in a UCC filing will need to match the debtor's name on their Oregon driver's license or Oregon-issued state ID card.

As of January 1, 2016 for new UCC-1 filings, or with the next continuation for the existing UCC filings, the new requirement goes into effect.

Rather than the standard being the name the person "is commonly known by" (aka Alternative B), the debtor's name must now match their Oregon driver's license or ID (aka Alternative A). Existing valid UCC filings remain in effect until continued or no later than January 1, 2021.

Amendment to Business Laws in Nevada

Many changes are included in this latest amendment. The Act lists the following: “establishing procedures for the ratification or validation of certain noncompliant corporate acts; providing that a trust company may be formed as a corporation; revising provisions governing the stock ledger maintained by the registered agent of a corporation; revising provisions setting forth the required officers of a corporation; revising provisions governing transactions involving interested directors or officers; revising provisions governing the stock of corporations; revising provisions governing meetings of stockholders of corporations; revising provisions governing certain transactions between corporations and interested stockholders; revising provisions relating to articles and certificates of incorporation; revising provisions establishing the time of organization of certain business entities; revising provisions governing the allocation of certain liabilities after a merger of business entities; revising provisions governing notarial acts, and providing other matters properly relating thereto.”

Illinois- Corporate Records Scam

Another corporate records mailing scam has been happening in Illinois by a firm called “Illinois Council for Corporations.” This firm has been sending mailed notices asking for $125 and the completion of their “Annual Minutes Records Form.” This is not a state requirement and a scam only.

Delaware UCC Filings - Processing Change December 1, 2015

Effective December 1, 2015, the UCC Division of the Delaware Secretary of State 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 an authorized Delaware agent or via the State of Delaware’s e-UCC web application.

Unisearch is partnering with an authorized Delaware agent to help with your UCC filings or we can assist by filing through the State's e-UCC web application.

Please contact a Unisearch representative if more information is needed.

California - Changes to Revised Uniform LLC Act

Assembly Bill 506 (Chapter 775) signed by the governor October 11 and effective January 1, 2016 makes changes to the Revised Uniform Limited Liability Company Act (RULLCA) which applies to LLCs formed after January 1, 2014 and to the Revised Uniform Limited Partnership Act (RULPA). A requirement for all LLC members to approve a merger or conversion or amendment of the LLC operating agreement is eliminated. A LLC is required to indemnify an agent to the extent the agent has been successful on the merits in defense or settlement of any claim, issue or matter if the agent acted in good faith and in a manner that the agent reasonably believed to be in the best interests of the LLC and its members . The bill also clarifies that a limited partnership is formed when partners enter into a partnership agreement before or after the filing of a Certificate of Limited Partnership.

New Jersey UCC Filings

On May 11, 2015 NJ Bill 2481 was signed amending certain rules affecting UCC filings.  The most significant change is the elimination of the acceptance of paper filings.

Filers must now use New Jersey's electronic filing system DORES to submit financing statements and must also make a statement on the form that the collateral described falls within the scope of Article 9.

Also included in the legislation is that financing statements are only effective if they state a name for the Secured Party or representative of the Secured Party.  This rule prevents Secured Parties from "masking" their identity on UCC filings.

Unisearch can help with any New Jersey UCC filing needs or questions.  Give us a call!

Oklahoma UCC Article 9 Amendment

Oklahoma House Bill 1773 was signed on June 4 enacting the UCC Article 9 2010 Amendments.  The new law will go into effect on November 1, 2015.

Oklahoma's law adopts the Alternative A "Only If" option for determining what is the correct name to use for individuals.  The only sufficient source of an individual debtor name is the person's unexpired Oklahoma driver's license.

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