NC Bill Signed Concerning Conversion of a Charitable or Religious Corporation to a LLC

NC SENATE BILL 1

Effective October 1, 2016.

North Carolina SB 482 (Session Law 2016-114) was signed into law by North Carolina Governor Pat McCrory on July 28, 2016. Amongst other things, the law is amended allow the conversion of a charitable or religious corporation to a LLC, if the sole member of the surviving entity immediately after the conversion is a charitable or religious corporation.

Please reference the attached to view the entire bill.

Sign up for BillTrack50 to track industry related legislation like this. BillTrack50 is free with your NPRRA membership. Contact info@nprra.org to sign up and take advantage of this valuable tool.

SOURCE: http://www.ncleg.net/Sessions/2015/Bills/Senate/PDF/S482v5.pdf

Newly Introduced Bipartisan Bill S 3268 Aims to Close 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.

This bill can be found on Billtrack50 (www.billtrack50.com) on the NPRRA bill sheet entitled ‘Suggested by NPRRA Members’.  Contact NPRRA  (info@nprra.org) for more information on how to access BillTrack50 legislative monitoring queries.

-Credit to Steve Elias, Capitol Services, Inc., NPRRA Government Affairs Committee Co-Chair

AZ Bill to Amend Corporation Changes

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Effective date: August 6, 2016

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.

Please reference the attached to view the entire bill.

Sign up for BillTrack50 to track industry related legislation like this. BillTrack50 is free with your NPRRA membership. Contact info@nprra.org to sign up and take advantage of this valuable tool.

SOURCE: https://www.azcc.gov/Divisions/Corporations/Legislative-changes-update-May-2016.pdf

MS Changes to Process of Appealing Penalties

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Effective date: July 1, 2016

Mississippi Senate Bill 2649 was signed into law by Mississippi Governor Phil Bryant on April 20, 2016. The bill amends current law to provide a process for the appeal of penalties imposed by the MS Secretary of State for violation of provisions regulating charitable corporations and certain other statues. The bill became effective July 1, 2016.

Sign up for BillTrack50 to track industry related legislation like this. BillTrack50 is free with your NPRRA membership. Contact info@nprra.org to sign up and take advantage of this valuable tool.

Please reference the attached link to view the entire bill. http://billstatus.ls.state.ms.us/documents/2016/html/SB/2600-2699/SB2649SG.htm

New Legislation Passed & Signed Into Law in Nebraska

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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.

SOURCE: http://nebraskalegislature.gov/FloorDocs/Current/PDF/Intro/LB1050.pdf

Delaware Legislation Regarding LLCs and Registered Agents Fails to Gain Traction

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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  (info@nprra.org) for more information on how to access BillTrack50 legislative monitoring queries.

 

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