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.

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

Business Entity Act Amended - Kentucky

Effective June 29, Senate Bill 235 amends business entity statutes and adds that an action against an entity or foreign entity that maintains a registered office may be brought in the county in which the office is situated.

Indiana - New Filing Requirements for Limited Partnerships and Limited Liability Partnerships

During the 2017 session, Senate Bill 443 was passed.  One of the changes that SEA 443 made will require limited partnerships and limited liability partnerships to file biennial business entity reports with the Secretary of State’s office. For all LPs and LLPs that are registered with our office before January 1, 2018, their first entity report will be due by the end of their month of formation/registration in 2019. Any LP or LLP that forms/registers on or after January 1, 2018 will file every two years.

Follow link to read entire notice:  http://in.gov/sos/business/4288.htm

Florida Financial Institutions - Service of Process Changes

 

Florida Senate Bill 1104 was signed into law by Florida Governor Rick Scott on April 1, 2016. The bill allows a financial institution authorized by state or federal law to designate with the Department of State a place or registered agent as the sole location to receive service of process. Service of Process may be made on any officer, director or business agent of the financial institution at its principal place of business, or at any other branch, office or place of business in the state, if a financial institution has no registered agent. The bill became effective January 1, 2017.

NE Conversions

NE LB 1050 was passed by the Nebraska Legislature on April 1, 2016, and was signed into law by Nebraska Governor Pete Ricketts on April 7, 2016. The bill authorizes the conversion of domestic partnerships and domestic limited liability partnerships into domestic limited liability companies or foreign limited liability companies. The bill is effective July 21, 2016.

Closing Anti-Money Laundering Loopholes

Introduced on July 14, U.S. Senate Bill 3268 requires all business entities to obtain an employer identification number (EIN) from the Secretary of the Treasury.  Most entities are already required to obtain an EIN by completing IRS Form SS-4. S 3268 expands this requirement to include previously disregarded entities, such as single-member LLCs. Further, the legislation authorizes the IRS to share information gathered, including the name and any available contact information of the responsible party and any third-party designee reflected on the EIN application, with law enforcement under certain conditions. In this election year, the legislation is unlikely to pass.

Notably, S 3268 contains no provisions requiring registered agents and/or secretaries of states and equivalent agencies to collect and maintain beneficial ownership information, despite legislation in prior sessions and pending bills S 2489 and HB 4450 that contained such requirements. The process contemplated by S 3268 would bypass registered agents and state agencies.  Entities would simply be required to obtain an EIN directly from Treasury.

Arizona SB1356 - Filings for Foreign Corporations

Arizona Senate Bill 1356 was signed into law on May 19, 2016. The bill requires both certified copies from the foreign jurisdiction and articles of amendment will be required if the corporation changes its name, duration, or domicile, or if anything on the original Application was inaccurate when filed. The bill also eliminates the application for new authority, and replaces it with Articles of Amendment to Application for Authority (https://www.azcc.gov/Divisions/Corporations/Legislative-changes-update-May-2016.pdf). The bill became effective August 6, 2016.

Indiana House Bill 1336 - Business Entity Law Amended

House Bill 1336, effective March 23, 2016, amends the business entity laws to require applications to reserve or renew a name or to transfer the reservation of a name to be filed with the Secretary of State electronically.  The bill also amends the provisions dealing with the filing of certain plans and documents effective July 1, 2016, and adds provisions dealing with series LLCs effective January 1, 2017.

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