Louisiana Amends Business Corporations Act

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 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:

http://www.legis.la.gov/legis/ViewDocument.aspx?d=1005193

LA legislation to close a projected 2016 budget deficit of nearly $1.2 billion.

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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:

https://legiscan.com/LA/text/HB19/id/1367432 

SD Changes Allow Nonprofits to Operate Business in 21st Century

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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:

http://legis.sd.gov/Legislative_Session/Bills/Bill.aspx?File=HB1068ENR.htm&Session=2016&Bill=1068

-Nicholas P. Hopeck, Delaney Corporate Services, Ltd., NPRRA Government Affairs Committee Co-Chair

NY Proposed Legislation to Change Current Biennial Statement Filing

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 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:
     6    [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.
                                                                   LBD08716-01-5
        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.

credit: http://www.assembly.state.ny.us/leg/?default_fld=&bn=A05258&term=&Summary=Y&Text=Y

Enroll in the Training Institute TODAY!

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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: noreply@remote-learner.net.
  • 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

Feinstein and Whitehouse Legislation Echo Prior Levin Bills 

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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

Internal Education Benefits & The NPRRA Training Institute

KNOWLEDGEISPOWER

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.

  1. 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.
  1. 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.
  1. 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.
  2. 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.
  1. 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.
  1. 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 .

California Bill Seeks to Change Statement of Information Due Dates

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.

10 Reasons to Fall in Love with BillTrack50

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We’re all about providing members with premium benefits and we’ve just hit the mother load. This tool offers users the ability to track important bills, therefore bringing greater opportunity to your company and its customers. If you haven’t signed up to use the NPRRA subscription for legislative tracking in BillTrack50, here are ten reasons you should.

1. SAVE TIME RESEARCHING 

This might sound obvious, but keeping up to date on legislative changes can become very time consuming. Do away with spending hours researching the latest bills and rely on BillTrack50 to do the work for you. This platform will keep track of bills that are important to you and send you updates with the latest information.

2. KEEP YOUR STAFF INFORMED

When continued education is not an option, tools like BillTrack50 make educating your staff efficient and cost effective. All NPRRA members are encouraged to sign up and use tis tool which will help staff communicate accurate information to your clients.

3. RELAY VALUABLE INFORMATION TO YOUR CLIENTS

Do your clients count on you for relevant and accurate information? If so, rely on BillTrack50 to update you with the latest legislative information.

4. SHARE YOUR KNOWLEDGE VIA SOCIAL MEDIA

Gaining more followers means gaining a greater reach. As reported by Forbes, social media users said that they were more likely to follow a person or business if they offered knowledge or interesting news that applied to their lives or work. Make your followers count on you for the latest news and information.

5. SAVE MONEY

Cut back on paying employees to research the latest in Government Affairs and instead put them to work handling the overwhelming number of new clients you receive due to your educational advertisements derived from BillTrack50.

6. AVOID MISSING BUSINESS OPPORTUNITIES

In a world of constant change, being adaptive is the answer. Tracking bills in your area of choice will give you great insight to adapt and offer services that you may have otherwise been overlooked.

7. EASY TO NAVIGATE

They’ve made it easy to use. Whether your searching for a particular bill or just want to review whats going on in a specific jurisdiction, it’s only a matter of a few clicks. BillTrack50  legislative tracker allows you to narrow down your search by selecting keywords and jurisdictions. In addition, this tool summarizes the key take aways and latest news.

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8. CUSTOMIZE YOUR PLATFORM TO TRACK BILLS 

Not all NPRRA members offer the same expertise or services. Customizing your platform will insure that your legislative tracking feed pertinent to your companies success.

9. YOU CAN CHOOSE TO FOLLOW NPRRA’s BILL TRACKING FEED 

Don’t have any bills in particular that you would like to track? Don’t worry, we’ve started following bills that we think are relevant to our members.

10. INCORPORATE THE BILLTRACK50 WIDGET ONTO YOUR WEBSITE 

You can even use the BillTrack50 widget on your very own website. This will automatically link whichever bills you follow to your website, for all visitors to see.

 

Washington’s Civil Case Limit Ceiling Increase Affects Court Record Searches

Record searches involving a civil case amount between $75,000 and $100,000 should now be performed at both the Superior Court and District Court. The civil limit increase to $100,000 was effective as of July 24, 2015.

For reference: In the state of Washington, the Superior Court is the court of general jurisdiction and the District Court is the court of limited jurisdiction. The District Courts have concurrent jurisdiction with Superior Courts over misdemeanor and gross misdemeanor violations, and civil cases limited under a set figure.

As of this post, the state judicial web page has not been updated to reflect the new amount.

Many thanks to Mike Sankey of BRB Publications for providing this update.