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

Montana Electronic Filing Mandate

The Montana Secretary of State has announced that effective September 1, 2017, virtually all business entity filings must be electronically filed through the State’s website. Except as noted below, paper filings will no longer be accepted as of the effective date. The State’s system allows supporting documents such as status certificates to be uploaded as well.

Mandatory filing will not apply to mergers filings; paper documents will continue to be acceptable for those flings.

Labor Day Holiday

All offices of Unisearch will be closed on Monday, September 4th, in observance of the Labor Day Holiday. We will reopen on Tuesday, September 5th at 8:00 am. Have a long and safe weekend!

Changes to Arizona's Corporations Law

Arizona Senate Bill 1272 (2017 session), effective August 9, 2017, made various changes to Arizona's corporations law. Procedural changes resulting from this bill include the following: • The Arizona Corporations Commission ("ACC") will no longer automatically return a copy of approved documents. Instead, the ACC will only automatically return an approval letter. However, per the ACC, copies of approved documents will be available through their website. Also, the current procedure for requesting copies of documents outlined in KE remains in place and can be used to request copies of approved documents if they are needed by the customer. • The ACC will continue to return copies of rejected documents along with a rejection letter. • The Statement of Change of Known Place of Business Address or Statutory Agent forms for corporations (domestic and foreign) and LLCs (domestic and foreign) have been revised, as the requirements for both have been somewhat simplified. New versions of these forms are being added to KE and forms library, but in the interim they are available on the ACC's website, http://www.azcc.gov/ • There is now a six-month suspension of the annual report requirements for domestic and foreign corporations that voluntarily file for dissolution or withdrawal. However, if the voluntary dissolution is not completed within that six month period, the annual report and any related fees (including any late filing penalties) will be due. The ACC has recommended that a tax clearance certificate be obtained and submitted with the dissolution or withdrawal filing to help avoid any penalty fees from accruing. • Foreign nonprofit corporations are no longer required to file applications for new authority when they amend their name, duration, or home jurisdiction. They can now file Articles of Amendment to Application for Authority with a certified copy of the amendment instead. • LLCs whose latest date to dissolve has passed can now be administratively dissolved. The ACC has advised that there are several thousand LLCs on their records that may be administratively dissolved due to this change, starting on August 9, 2017.

Ohio Secretary of State to Eliminate UCC Paper Filing Option

Last week Secretary Husted announced that 100 percent of all filings needed to start or maintain a business in Ohio may now be submitted online and business owners may now submit all Uniform Commercial Code (UCC) statements and certified search requests online. This completes an effort that began in 2013, when Secretary Husted launched Ohio Business Central to modernize operations and better serve business owners.
The online filings effort is among a series of initiatives, led by Secretary Husted, that aim to alleviate the bureaucratic constraints and costs on Ohio’s job creators. Two years ago, Secretary Husted reduced the cost of starting and maintaining a business in the Buckeye State by 21 percent. This change has saved Ohio businesses over $4.5 million to date. In 2016, Secretary Husted contracted with the Cleveland Sight Center to manage the Business Services Call Center, which assists entrepreneurs with starting and maintaining a business in Ohio. The collaboration with the Cleveland Sight Center has paid off significantly as average call wait time has dropped from more than five minutes to just 14 seconds – a reduction of 96 percent.

Secretary Husted’s work to build a more business-friendly economy has been complemented by efforts to make his own office more efficient. As part of the recent state budget process, Secretary Husted requested a 100 percent cut in the amount of tax dollars needed to run his office. Husted’s request will save taxpayers nearly $5 million over state fiscal years 2018 and 2019. Additionally, during his first term, Secretary Husted reduced spending by $14.5 million, a 16 percent reduction when compared to the previous administration. He is also operating his office with nearly 40 percent fewer staff and payroll costs are at the lowest level in 10 years.

Unisearch has an established account with the Secretary of State and will be able to assist you with your online filings. Please contact a Unisearch Service Representative with any filing questions or needs.

Washington Business Entity Legislation

Washington has enacted the following business entity legislation (Laws of 2017), effective July 23, 2017.

Senate Bill 5011 - Business Corporation Act amendments:
• authorizes ratification of defective corporate acts, including over-issuances of stock, with a related required filing of a Articles of Validation if the defective act that is validated required a filing to be made.
• authorizes parent/subsidiary mergers with a subsidiary surviving (i.e. downstream short form mergers).

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5011.PL.pdf

Senate Bill 5040
• Business Organizations Code Amendments:
o revises contents of foreign entity status certificates issued by the Secretary of State.
o revises contents of business corporation Annual Reports.
o clarifies that the tax clearance requirement upon foreign withdrawal applies to only foreign corporations.
• Partnership law Amendment:
o requires LLPs to file an Annual Report instead of an Annual Notice.

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5040.PL.pdf

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