Idaho Statement of Termination

Idaho House Bill 361 was signed by the governor April 1, 2018, with an effective date of October 31, 2018. The bill removes the fee associated with filing a Statement of Termination for a partnership, consistent with legislation enacted in 2017 that removed similar fees for dissolving other business entities. This avoids the process of having to administratively terminate the partnership. It also modernizes an existing $20 surcharge that currently is charged for filing a non-typed record. The bill also applies the surcharge to any form that is not generated by the Secretary of State's Electronic Filing System, applying the surcharge only to documents that will require manual data entry processes. It also sets the effective date of the projected launch of the new electronic filing system.

Minnesota House Bill 2764 - Changes to Domestication & Conversion of Corporations, Nonprofit Corporations, LLCs, LPs and Partneships

Minnesota HF 2764 was signed by the governor April 30, 2018, with an effective date of January 1, 2019. The bill makes clarifying and technical changes relating to the domestication and conversion of corporations, nonprofit corporations, limited liability companies, limited partnerships and partnerships (HF 2764 Summary).

To view the entire bill: MN HF 2764

New Georgia State Tax Lien Requirements Effective January 1, 2018 with changes February 20, 2018

With the enactment of House Bill 337, the State of Georgia has made significant changes to its state tax lien (STL) law, which became effective on January 1, 2018. Understanding the changes is critically important for due diligence searchers so that relevant information on the public record is not overlooked.

Georgia State Tax Lien Requirements BEFORE 2018

Before we discuss the changes, let’s review some of the Georgia state tax lien requirements in place through 2017.

  • State tax liens had a seven-year effective period.
  • Previously filed STLs could be renewed by the Department of Revenue (DOR) perpetually.
  • In order for an STL to ‘attach’ to real and/or personal property of the debtor, the DOR filed the STL in all counties where the debtor had property. The STL then would ‘attach’ to property owned in each specified county.

New Georgia State Tax Lien Requirements Effective January 1, 2018

  • State tax liens have a 10-year effective period.
  • The DOR may NOT renew the STL.
  • Many, but not all, STLs previously active in the Georgia public record were renewed by the DOR on or about January 1, 2018.
  • All renewed state tax liens will be valid for a single ten-year period from the date of renewal.
  • For renewed STLs, the original pre-2018 filing date appears on the STL and can be used for priority purposes.
  • The DOR will file one STL referencing the last known county of the debtor but the STL will ‘attach’ to the debtor’s real and/or personal property statewide. This change eliminates the need for the DOR to file STLs in multiple counties.
  • A new ‘State Revenue Department Pending Lien Search’ index has been created. The DOR submits STL through this new electronic system, which alerts third parties to a new pending STL when a search is conducted. Once the STL is processed, the pending STL is removed from the pending lien system and can be found on the Georgia Superior Court Clerks’ Cooperative Authority site on the Georgia Consolidated Lien Index.
  • The legislation was silent concerning removal from the system of STLs that were not renewed. Thus, there may be ineffective liens that remain on the public record.
  • Accordingly, after January 1, 2018, searches for STL in Georgia should only be conducted on the Georgia Superior Court Clerks’ Cooperative Authority website. Searching at the county level is no longer necessary and not advised.

Since then, Georgia enacted House Bill 661, effective February 20, 2018, which reverses many of the provisions that became effective on January 1, 2018.

Since many of the changes effective January 1, 2018 are still in effect, below, we’ve provided a recap of those changes indicating what has been reversed.

New Georgia State Tax Lien Requirements Effective January 1, 2018 – Item in italics no longer true as of February 20, 2018.

  • State Tax Liens have a 10-year effective period.
  • The Department of Revenue (DOR) may NOT renew the STL.
  • Many, but not all, STLs previously active in the Georgia public record were renewed by the DOR on or about January 1, 2018.
  • All renewed STLs will be valid for a single ten-year period from the date of renewal.
  • For renewed STLs, the original pre-2018 filing date appears on the STL and can be used for priority purposes.
  • The DOR will file one STL referencing the last known county of the debtor but the STL will ‘attach’ to the debtor’s real and/or personal property statewide. This change eliminates the need for the DOR to file STL in multiple counties.
  • A new ‘State Revenue Department Pending Lien Search’ index has been created. The DOR submits STLs through this new electronic system, which informs third parties to a new pending STL when a search is conducted. Once the STL is processed, the pending STL is removed from the pending lien system and can be found on the Georgia Superior Court Clerks’ Cooperative Authority (GSCCCA) site on the Georgia Consolidated Lien Index.
  • The legislation was silent concerning removal from the system of STLs that were not renewed.  Thus, there may be ineffective liens that remain on the public record.
  • Accordingly, after January 1, 2018, searches for STLs in Georgia should only be conducted on the GSCCCA website.  Searching at the county level is no longer necessary and not advised.

How the Latest Changes Affect STL Searching in Georgia

While House Bill 661 made many substantial changes to the requirements of the prior bill, there are a few significant changes that searchers need to be aware of when searching for STL in Georgia.

Effective with the enactment of House Bill 661 on February 20, 2018, the following now applies to STLs:

  • No STL filed before February 20, 2018 has statewide attachment.
  • STLs only attach to real property in the county designated by the DOR.
  • While all searches are still conducted via the GSCCA online system, this may result in STL findings for a single debtor in more than one county.

The good news for third party due diligence searchers is that the DOR will continue to utilize the electronic Pending Lien system to enter and file STLs. This enables searchers to search for pending STLs as they are processed through the Georgia electronic filing system and to the specific county indicated by the DOR. Once the STL is no longer pending, it can be found by searching the GSCCCA Lien Index. The length of time a STL goes from the Pending Lien index to the GSCCA Lien index appears to be varying from county to county.

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.

Delaware Changes - Corporate Franchise Tax Rates and Statutory Business Trust Fees

Delaware House Bill 175, Laws of 2017, has increased the following corporate franchise tax rates and amounts and statutory (business) trust fees, effective as noted below.

 

Franchise Tax

  • Delinquency fees from $125 to $200 (January 1, 2018)
  • Tax multiplier from $75 to $85 related to the authorized shares calculation (January 1, 2018)
  • Tax multiplier from $350 to $400 related to the assumed par calculation (January 1, 2018)
  • Minimum tax related to the assumed par calculation from $350 to $400 (January 1, 2018)
  • Excepted as below, maximum tax from $180,000 to $200,000 (effective for the tax year beginning January 1, 2017)
  • Creation of a new $250,000 maximum for certain publicly traded corporations effective for the tax year beginning January 1, 2017)

 

Statutory Trusts

  • Maximum fee for filing documents from $300 to $500 (August 1, 2017)

 

The Bill may be accessed at http://legis.delaware.gov/json/BillDetail/GenerateHtmlDocument?legislationId=25780&legislationTypeId=1&docTypeId=2&legislationName=HB175

 

 

Nevada Legislative Changes - Articles of Incorporation and New Specific Entity Information

The 2017 Legislative session imposed several changes to certain requirements within Title 7 of the Nevada Revised Statutes. Below is a highlight of the changes. For further information and a complete list of bills, please refer to the Nevada Legislature website at: https://www.leg.state.nv.us

Assembly Bill 6 – Effective July 1, 2017
Removes an exemption from the requirement to obtain a state business license for businesses whose primary purpose is to create or produce motion pictures.

Assembly Bill 123 – Effective October 1, 2017
Revises provisions governing initial and annual lists and revises provisions relating to a series created by a limited-liability company.
Each new business entity subject to Title 7 of the Nevada Revised Statutes shall file an initial list at the time of filing its organizational documents. If an amended list is filed within 60 days after the initial list is filed, the business entity shall not be required to pay a fee.
If the articles of organization or operating agreement of a limited-liability company creates one or more series, the registered agent of the company shall be deemed to be the registered agent for each series of the limited-liability company. Each series may be served with any legal process, notice or demand required or authorized by law by serving the registered agent of the limited liability company which authorized the creation of the series.

Senate Bill 41 – Effective October 1, 2017
Revises provisions governing the examination of the records required to be maintained by registered agents and revises the provisions governing the examination of records required to be maintained by certain business entities.
The Secretary of State may conduct periodic, special or any other examinations of any records required to be maintained pursuant to this chapter or any other provision of NRS pertaining to the duties of a registered agent as the Secretary of State deems necessary or appropriate to determine whether a violation of this chapter or any other provision of NRS pertaining to the duties of a registered agent has been committed.
Upon the request of the Secretary of State, a limited liability company shall provide the Secretary of State with the name and contact information of the custodian of records, if different from the registered agent for such company.
Each limited partnership shall continuously maintain a principal office in this State, which may but need not be a place of its business in this State, or a custodian of records whose name and street address is available at the limited partnership’s registered office. A limited partnership shall maintain at its principal place of business in this State or with the custodian of records a current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order.

Assembly Bill 423 – Effective January 1, 2018
The Secretary of State shall work in consultation with the Nevada Commission for Women to design and conduct an annual survey of businesses in this State for the purpose of collecting data and information related to issues of gender equality in the workplace. The survey shall be offered through the state business portal at the time the business submits an online application or renewal for a state business license. The Secretary of State shall make the voluntary responses electronically available and searchable on the Internet website of the Office of the Secretary of State and shall annually compile the responses into a report and submit the report to the Governor and to the Director of the Legislative Counsel Bureau.

Assembly Bill 436 – Effective January 1, 2018

The Secretary of State shall ensure that the state business portal enables a person who applies for the issuance or renewal of a state business license to indicate whether the applicant is a minority-owned business, a woman-owned business or a veteran-owned business and shall provide information electronically concerning programs to provide financing for small businesses and information concerning the process by which the business may become certified as a disadvantaged business enterprise. The Secretary of State shall include and maintain the same information on its Internet website

Texas Public Benefit Corporations

Texas House Bill 3488 was signed by the governor on May 22, 2017. TX H.B. 3488 authorizes the formation of public benefit corporations.

The bill became effective September 1, 2017.

Navigate using the below link to view the entire bill:

http://www.capitol.state.tx.us/tlodocs/85R/billtext/html/HB03488F.htm

Wyoming - Business Entity Modifications

Effective June 3, House Bill 22 requires that all business entities provide and keep current with the Secretary of State's office the registered agent, mailing address, physical address, and business telephone number of an officer or director of the entity. This telephone number cannot be the entity's registered agent unless the registered agent is the entity's officer, director, or managing partner.

Business Entity Multiple-Year Registration: Georgia

Georgia HB87 was signed by Georgia Governor Nathan Deal on May 1, 2017. The bill authorizes the Secretary of State to provide for multiple-year registration for business entities and permits the re-domestication/conversion of foreign and domestic nonprofit corporations. The bill becomes effective July 1, 2017.

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