Tennessee Uniform Limited Partnership Act of 2017

The Tennessee Uniform Limited Partnership Act of 2017 ("TN ULPA-2017") took effect on January 1, 2018. The TN ULPA-2017 applies to limited partnerships formed in Tennessee after January 1, 2018, and to limited partnerships formed in TN prior to that date that choose to be governed by it. Domestic LPs formed prior to January 1, 2018 that do not elect to be governed by the TN ULP-2017 will continue to be governed by Tennessee’s Revised Uniform Limited Partnership Act of 2001 (“RULPA-2001”), although any renewal of their term must be made under the new act. The TN ULPA-2017 also applies to foreign LPs that register in Tennessee after the effective date, as well as to foreign LPs that registered in TN prior to the effective date as of the due date of their next annual report.

Revised forms covering both the TN ULPA-2017 and the RULPA-2001 are being posted to the Tennessee Secretary of State's website, and the TN SOS's office has advised that it will stop accepting old forms after today.

Some forms appear to still being added to the Secretary of State's website, so it may take several days for them to be processed and appear in our resources. Please check for revised LP forms on the TN SOS's website for the next several days during this transition to ensure the most recent version of the form is being used.

 

 

Illionis LLC Filing Fees Reduced

Illinois Secretary of State Jesse White has announced that a new law reducing filing fees for Illinois LLCs took effect today, 12.20.17, immediately upon the signature of the governor.

Key fee changes are as follows:

·    Articles of Organization: New Fee - $150 (previously $500)

·    Application for Admission: New Fee - $150 (previously $500)

·    Articles of Organization-Series: New Fee - $400 (previously $750)

·    Application for Admission-Series: New Fee - $400 (previously $750)

·    Articles of Amendment: New Fee - $50 (previously $150)

·    Amended Application: New Fee - $50 (previously $150)

·    Application for Withdrawal: New Fee - $5 (previously $100)

·    Name Reservation: New Fee - $25 (previously $300)

·    Annual Report: New Fee - $75 (previously $250)

·    Reinstatement Application: New Fee - $200 (previously $500)

·    Statement of Termination: New Fee - $5 (previously $100)

 

Illinois LLC Forms

For the time being the old forms with old pricing are being accepted by the state. However, we would recommend using the new pricing forms in all filings. An exact date for the new forms being required has not yet been made public.

Iowa Secretary of State Price Increases - Effective 01/01/18

Effective 01/01/2018, the IA SOS will increase the fees for UCC Filings and Biennial Report Filings as follows:

·         UCC Electronic Filings – the $5 fee will become $10

·         UCC Paper Filings:

·         For one or two pages – the $10 fee will become $20

·         For more than two pages – the $20 fee will become $40

·         Biennial Reports Electronic Filings – the $30 fee will become $45

·         Biennial Reports Paper Filings – the $45 fee will become $60 

 These fee increases are scheduled to return back to the lower previous fee amounts after five years.  The additional funds raised during this time will go toward funding business technology upgrades – interfaces and systems.

State of Maryland Streamlining Annual Business Filing Process

The Maryland State Department of Assessments and Taxation (SDAT) is streamlining the annual
business filing process in Maryland by updating the paperwork all entities are required to file with the
state. The current “Form 1” will be separated into an “Annual Report” and a “Personal Property Tax
Return,” which more clearly distinguishes the dual purposes of this filing. The majority of Maryland entities
do not have personal property and will not be required to complete that section. Additionally, three forms
that pertain only to entities with personal property will also be eliminated, simplifying the filing process and
reducing the amount of paperwork to be completed by most Maryland business owners.

Changes to the Annual Report and Personal Property Tax Return – “Form 1”

Beginning in 2018, the Department will be separating the Annual Report and Personal Property Tax
Return filings, which historically have been combined in Form 1. All business entities will still be required
to file a two-page Annual Report, and directions within that document will determine whether or not they
must also attach a Personal Property Tax Return. The majority of business owners—roughly 200,000—
do not actually own any personal property and will not be required to complete that section. A Personal
Property Tax Return must be included if:

 The business owns, leases, or uses personal property located in Maryland; or

 The business maintains a trader’s license with a local unit of government in Maryland.

Although the form is being revised and streamlined, the methods for filing will not change. The simplest
and easiest method is through Maryland Business Express (MBE), SDAT’s award-winning platform for
creating a business, making annual filings, and requesting document copies online. MBE will be updated
with the revised form in January. As customers answer the prompts in filing their Annual Report
electronically, MBE will automatically identify whether a Personal Property Tax Return should also be
completed. Otherwise, business owners may continue to submit their Annual Report and Personal
Property Tax Returns by mail, or file in person at our West Preston Street office in Baltimore City.

Additional Changes for Entities with Personal Property

Three forms that pertain only to entities with personal property will also be eliminated beginning in 2018.
These forms are too detailed and rigid for filers to easily submit information, and any information relevant
to the Personal Property Tax Return can still be submitted as an attachment and may be requested by
our Department. The three forms to be eliminated are:
 Form 4A Balance Sheet,
 Form 4B Depreciation Schedule, and
 Form 4C Disposal & Transfer Reconciliation.

Unisearch Holiday Closings

All offices of Unisearch will be closed on Monday, December 25th and Monday, January 1st.  Unisearch wishes our clients and employees a safe and happy holiday season and a peaceful and prosperous new year!

Indiana - Uniform Business Organizations Code and the Uniform Business Organization Transactions Act

Senate Bill 443, effective January 1, 2018, enacts the Uniform Business Organizations Code and the Uniform Business Organization Transactions Act, governing various issues, including filings with the Secretary of State, names, registered agents, foreign entities, administrative dissolution, fees, mergers, interest exchanges, conversions and domestications for all business entity types.

 

https://iga.in.gov/legislative/2017/bills/senate/443#document-ca0e392c

 

Minnesota Revised Uniform Limited Liability Act

Minnesota enacted the Revised Uniform Limited Liability Act effective August 1, 2015. RULLCA  governed domestic and foreign LLCs formed or registered in Minnesota on or after the above date. Domestic and foreign LLCs registered before that date are governed by the old law until January 1, 2018. The old law is repealed effective January 1, 2018 at which time the new law will govern all LLCs.  This change is mandated by state law and requires no action by the LLC.   The SOS provides information on the upcoming change at http://www.sos.state.mn.us/business-liens/business-help/upcoming-llc-law-change/

Fee Increase for Document Recordings in California

California Senate Bill 2 was signed into law by Governor Jerry Brown on September 29, 2017 and will take effect January 1, 2018. It creates a $75 fee on certain real estate transaction documents when they are recorded, capped at $225 per transaction. The fee does not apply to sales of residential and commercial properties but instead to other transactions like mortgage refinancing and county fixture filings.

North Carolina - Assumed Name Expiration

Per NC House Bill 228, Certificates of Assumed Name filed before December 1, 2017 will have an expiration date of December 1, 2022.  A new certificate must be filed to continue using the name.  Certificates of Assumed Name filed on or after December 1, 2017 will not expire.

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