Effective date: July 21, 2016
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.
DE HB 442 related to LLCs and registered agents was introduced on June 23 by Rep. John Kalawko Jr. (D) et al. The bill was introduced too late in the legislative session to have any realistic chance of passing. Consequently, no action was taken on the bill before the legislative session ended on June 30. This bill was flagged by NPRRA’s standing legislative query in Billtrack50 (www.billtrack50.com) on the search term ‘Limited Liability Company’. Contact NPRRA (email@example.com) for more information on how to access BillTrack50 legislative monitoring queries.
House Bill 284 (Act. No. 107) signed by the governor May 19, and effective August 1 amends the Business Corporations Act to (i) require restated articles to contain original articles and amendments and (ii) delete the 30 day grace period to file correction of annual reports.
-Eric Geringswald, Deputy Compliance Officer, Government Relations Manager, Corporation Service Company
To read the full bill text, please reference the below link:
During the 2016 First Extraordinary Session, the Louisiana House of Representatives passed House Bill 19. The Bill was passed and became effective on 3/10/2016. The Bill states limited liability companies are subject to franchise tax, and are treated as corporations for state income and franchise tax purposes. The Bill is one measure being used by Louisiana lawmakers to close a projected 2016 budget deficit of nearly $1.2 billion.
To read the full bill text, please reference the below link:
South Dakota House Bill 1068 (2016 Legislative Session) adopts model language on nonprofit corporations and amends current law to deal with minor changes dealing with technology, conversion, and domestication. The bill was sponsored by SD State Senator Arthur L. Rusch, SD State Representative Mike Stevens, SD State Representative Timothy R. John, and former SD House Representative Lee Schoenbeck. The bill was passed by SD House Committee on 2/22/2016, with a vote 12-0, passed by SD House of Representatives on 2/24/2016, with a vote of 67-0, passed by SD Senate Committee on 3/3/2016, with a vote of 7-0, and passed by SD Senate on 3/7/2016, with a vote of 31-2. The bill was signed into law by South Dakota Governor Dennis Daugaard on 3/29/16.
The new law allows nonprofit corporations to:
- Use modern technology, such as email for notices, internet software for meetings, and to electronically store records.
- Provides new law for nonprofit corporations which allows the domestication of foreign and domestic nonprofit corporations, conversion of a nonprofit corporation to a business corporation, and the conversion of a business corporation to a nonprofit corporation.
- Provides more thorough law and clearer code for standards of conduct and governance procedures.
The legislation allows South Dakota to become a more business friendly environment, while updating the code allowing nonprofit corporations to operate and conduct business in the 21st century.
To read the full bill text, please reference the below link:
-Nicholas P. Hopeck, Delaney Corporate Services, Ltd., NPRRA Government Affairs Committee Co-Chair
Introduced by M. of A. McDONALD -- read once and referred to the Commit-
tee on Corporations, Authorities and Commissions
AN ACT to amend the business corporation law and the limited liability
company law, in relation to the annual registration of businesses
The People of the State of New York, represented in Senate and Assem-
bly, do enact as follows:
1 Section 1. The section heading and paragraph 3 of section 408 of the
2 business corporation law, the section heading as amended by chapter 375
3 of the laws of 1998, paragraph 3 as added by chapter 55 of the laws of
4 1992 and subparagraph (b) of subdivision 3 as amended by chapter 170 of
5 the laws of 1994, are amended to read as follows:
Biennial] Annual statement; filing.
7 3. For the purpose of this section the applicable filing period for a
8 corporation shall be the calendar month during which its original
9 certificate of incorporation or application for authority were filed or
10 the effective date thereof if stated. The applicable filing period shall
11 only occur: (a) annually, during the period starting on April 1, 1992
12 and ending on March 31, 1994; and (b) [ biennially] annually, during a
13 period starting on April 1 and ending on March 31 thereafter. Those
14 corporations that filed between April 1, 1992 and June 30, 1994 shall
15 not be required to file such statements again until such time as they
16 would have filed, had this subdivision not been amended.
17 § 2. Subdivision (e) of section 301 of the limited liability company
18 law, as amended by chapter 643 of the laws of 1995, is amended to read
19 as follows:
20 (e) Every limited liability company to which this chapter applies,
21 shall [ biennially] annually in the calendar month during which its arti-
22 cles of organization or application for authority were filed, or effec-
23 tive date thereof if stated, file on forms prescribed by the secretary
24 of state, a statement setting forth the post office address within or
25 without this state to which the secretary of state shall mail a copy of
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[ ] is old law to be omitted.
A. 5258 2
1 any process accepted against it served upon him or her. Such address
2 shall supersede any previous address on file with the department of
3 state for this purpose.
4 § 3. This act shall take effect immediately.
Whether you’re new to the public records research industry, or a seasoned veteran, the training institute offers learning opportunities for all skill levels. Courses include an in-depth knowledge of industry history, UCC basics, as well as registered agent topics. Take the next step towards furthering your industry knowledge and enroll today!
Enrolling in a course is quick and easy!
- New users need to select the “create a new account” link on the Institute’s home page to begin.
- When a new account is created, the system will send the user an email with an activation link. The email will come from the remote learner email address: firstname.lastname@example.org.
- Once the account is activated, all the user needs to do is click on the desired course and login to enroll.
- The user will have the option to either submit payment via PayPal or by entering an enrollment key provided by NPRRA. (Enrollment keys are provided when companies qualify for free courses based on NPRRA promotions.)
To enroll in the training institute today, visit our website at http://www.nprra.org/training-institute
Federal Senate Bill 2489 (http://thomas.loc.gov/cgibin/bdquery/z?d114:SN02489:@@@L&summ2=m&) and companion House Bill 4450 introduced by Sheldon Whitehouse and Diane Feinstein picks up where now-retired Senator Carl Levin left off with respect to beneficial ownership record keeping for newly formed corporations and LLCs. The bills would require states that elect to receive funding from the Department of Justice under a section of the Omnibus Crime Control and Safe Streets Act of 1968 within three years of the effective date of the bill to utilize an incorporation system that would among other requirements…
- Require applicants to provide the name(s), addresses, and a unique identifier (EX- driver’s license, non-expired passport) for each beneficial owner or the corporation or LLC.
- Cause the entity to file an updated list within 60 days after any change in beneficial owners.
- Mandate that formation agent incorporators file an updated list of beneficial owners with the state within 10 days after transferring control to the entity.
- Require entities to include beneficial owner information each year on the entity’s annual report.
- Cause the state to maintain beneficial ownership information for 5 years after an entity is no longer active.
- Permit states to license formation agents maintaining an office in the state who would be permitted to provide a statement attesting that they are maintaining beneficial ownership information for each entity. Formation agents would also attest that the records are maintained within the state.
- Require formation agents to implement anti-money laundering programs.
- Impose no duty on states to verify the beneficial ownership information that is provided.
Due to the breadth and nature of stakeholders who may be impacted by the legislation, if the fate of previous bills by Carl Levin are any indication; SB 2489 and HR 4450 may have a slim chance of becoming law. Levin introduced similar legislation in 2015, 2013, and years prior; all of which failed to be enacted.
-Steve Elias, Capitol Corporate Services, Inc., NPRRA Government Affairs Committee Chair
It has been said that “Knowledge is Power”. When furthering industry training among employees, your growing the service you provide to your customers which will directly affect your bottom-line. National Public Records Research Association (NPRRA) offers their members educational benefits through their training institute which focuses on core topics within the public records research industry. In the following interview, NPRRA member, Kristi Perry Owner of Synergy Corporate Services, LLC shares details of how this benefit has impacted her business throughout the years.
- How long have you been an NPRRA member? With my own company probably since, its been a long time. Safely I would say until 2008. My first official conference was in 2009 in Memphis, TN. I’ve been involved with NPRRA for much longer, but with other service companies in the past.
- What types of services and expertise does your company offer clients? We do civil in 12 states, Corporate in 3 states, Registered Agent in Idaho, and property services in 12 states. The reason why a lot of our big, faithful clients come back to us and rely on us is that we have a niche in that we build our network in areas that are hard to cover so our clients come to us if they are having a very difficult time in a particular region. Building networks in hard to service areas. We have outstanding customer service and my staff is very easy to work with and very knowledge about niche areas.
- Have your employees used the institute? Is it best used for new employees or ongoing education? All of my employees that work in my Civil and Corporate and Registered Agent departments have used the training institute. Especially in the Civil, it is very serious to know all of the details in doing UCC work. When a new employee starts working for me, the NPRRA institute is one of the first things that they complete.
- What’s the best component of this system that makes you and your company more profitable? The educational components are up to date and very relevant. As things have changed the, the NPRRA has kept up to speed on the changes and updated the institute.
- Would you recommend the training institute as a tool to other companies in your industry? How has the institute affected your bottom line? It expedites the training process and makes it very fluid. If you bring in an employee that doesn’t have a lot of background in this industry, it helps them and makes the training process much faster. Instead of costing you money, the employee will be making you money because they are trained in how to navigate the industry.
- Do you use any other educational materials? No.
More about the NPRRA Professional Training Institute:
NPRRA is the proud host of the Professional Training Institute of Public Records and Corporate Service Providers (the “Institute”). The purpose of the Institute is to provide online courses that assist with in-house training of staff in the industry. These online courses are invaluable tools for exposing new employees to different facets of the industry and also serve as refresher courses for seasoned industry veterans. Details on current Institute offerings are provided below. For more information or to start utilizing the institute, please visit our training portal at http://www.nprra.org/training-institute .
By: Kacy Flowers, CLAS Information Services
There are a number of statutory requirements a registered business entity must satisfy in order to maintain its good standing. Specific requirements vary by state and entity type, but the most common post-formation requirement is the filing of an annual report. Nearly every state requires a periodic report from an entity to confirm or update the information the entity provided at the time of formation.
In early 2015, California Assembly member Cheryl R. Brown introduced Assembly Bill 871 (AB-871), which seeks to change the filing period for when business entities in California file their annual report, known in California as a Statement of Information.
Currently, Statement of Information dues dates are tied to the entity’s date of formation. Under existing California law, all Corporations and Limited Liability Companies must file an initial Statement of Information within 90 days after the filing of its original articles and periodic updates are due annually for corporations and biennially for limited liability companies, before the end of their anniversary month.
AB-871 proposes a switch to a fixed date model that would align California Statement of Information due dates with the federal tax filing deadlines based on entity type. AB-871 would require that:
- All For Profit Corporations file their Statement of Information annually, by March 15
- All Limited Liability Companies file their Statement of Information biennially, by April 15
- All Nonprofit Corporations file their Statement of Information annually, by May 15
The bill’s author and other supporters suggest that standardizing the Statement of Information filing dates would eliminate confusion businesses face as to when Statements are due, thereby increasing compliance.
In April 2015, the Assembly Committee on Banking and Finance passed AB-871 by a vote of 11-0 and referred the bill to the Assembly Committee on Appropriations. There are no new votes scheduled for AB-871, but the California Society of Enrolled Agents (CSEA) who is sponsoring the bill indicates they expect the bill to begin moving again soon.
Do you support a switch to a fixed date filing schedule for Statements of Information in California? Leave a comment with your thoughts!
Be sure to register for BillTrack50 to monitor this and other important pieces of legislation that may affect your business or provide opportunities for you to better serve your customers.