OR Draft Bill 2916 concerning substantial costs and compliance burdens

oregon-leg-update

Oregon Draft Bill # 2916

 

NPRRA using its Legislative Monitoring tool found the following statute in Oregon that you should be aware of if you are a registered agent. It is important that you familiarize yourself with this even if you are not in Oregon as bad legislation can jump from state to state and potentially affect you in the future. The crux of the bill is as follows:

 

Oregon:  Draft bill number 2916 was submitted on 12/12/2016 and is expected to be introduced sometime in 2017.  The bill if enacted in its current form would require licensing of registered agents. This would impose substantial costs and compliance burdens on registered agents and business entities formed or qualified in Oregon.  The primary focus of the bill is commercial registered agents (CRAs) that represent 50 or more entities.   The CRA licensing provisions in this bill include:

 

  • CRA must provide a full set of fingerprints, the full legal names and current street addresses for each of the CRA’s principal owners, members, directors, managers and all employees authorized to accept service of process (SOP);
  • For CRS’s to grant permission to forward said fingerprints to state police and FBI for criminal background checks;
  • There would be a nonrefundable processing fee of $500.00 for each location at which the CRA will accept SOP;
  • The CRA must submit a statement of any change or update to license information with a $100.00 fee.  The CRA must also send a copy of the statement to each represented entity and submit an affidavit of compliance with notification requirement;
  • Provides for a civil penalty of $500.00 for failure to comply with change statement or fingerprint requirements;

 

The bill draft includes a number of regulatory provisions.  The secretary of state (SOS) may deny a license if the SOS finds that the CRA or a principal owner, member, director or manager had a CRA authorization in another state denied, revoked or enjoined for conduct as a registered agent or engaged in conduct that was intended to or likely would deceive or defraud a member of the public.  A licensee may not advertise or market shell, shelf, aged shelf or similar business entities, or advertise or claim that Oregon provides “anonymity”, “secrecy” or “hidden ownership.”  The bill also includes new regulatory requirements and enforcement actions for business entities.  The draft bill:

 

  • Authorizes the SOS to investigate alleged or potential violations of business entity statutes and permits the SOS to seek dissolution or revocation of entities that violate statutes or fail to cooperate with investigations;
  • Permits the Department of Revenue to recommend dissolution of entities that fail to comply with state tax laws;
  • Subjects directors, officers, employees, members and managers of entities to claim for damages from person that suffer ascertainable loss or money or property resulting from knowing dissemination of materially false statement concerning an entity’s finances and operations;
  • Permits the attorney general to enjoin an entity from continuing violation of business entity statutes or to seek judicial dissolution or other relief to protect shareholders or remedy consequences of violations; and
  • Requires corporations and incorporators and LLCs and organizers to file documents declaring whether entity has previously filed or will file a tax return or listing the entity’s beneficial owners.

NY Assembly Bill 8116 is signed into law concerning not-for-profit organizations

new-york-legNew York Assembly Bill 8116 was signed by New York Governor Andrew Cuomo on November 28, 2016. NY A8116 allows certain not-for-profit corporations to convert to a for-profit corporation. The bill became effective November 28, 2016, and is repealed 180 days after its enactment, May 28, 2017.

In order to convert, the not-for-profit corporation is required to obtain consent from the NYS A
ttorney General. To obtain consent, the incorporator or incorporators must submit to the attorney general sworn statements under the penalties of perjury certifying the following:

(1) that legal advice had not been sought or received as to the appropriate course of action that would have resulted in correct registration allowing for the intended for-profit operation of the entity.

(2) the entity at no time received the benefits and/or privileges of being recognized as a not-for-profit corporation, such as being exempt from incurring any local, state, or federal taxes.

(3) the entity throughout its operation as a not-for-profit corporation did not at any time solicit and/or receive any private and/or public grants or charitable donations.

(4) the office of the attorney general has provided written indication that either it does not object to, or it approves of, the proposed conversion.

Please reference the bel
ow hyperlink to view the entire bill:http://nyassembly.gov/leg/?default_fld=&leg_video=&bn=A08116&term=2015&Summary=Y&Actions=Y&Memo=Y&Text=Y

California Bill Signed Considering Digital Signatures

cali-leg
Effective January 1, 2017.
California Assembly Bill 2296 was signed by California Governor Jerry Brown on August 19, 2016. CA AB2296 enacted clarifies that a digital signature may be used to satisfy the requirements of an electronic signature under the Uniform Electronic Transactions Act.

Please reference the below link to view the entire bill:

http://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201520160AB2296

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.

Florida Bill Signed Concerning Financial Institutions

florida-senate-bill

The bill became effective January 1, 2017.

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.
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://laws.flrules.org/2016/180

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

Maine’s New Court Record Search Procedure

The Maine Judicial Branch has fully implemented its new procedure for all civil and criminal name search requests. The Judicial Branch Service Center, in Lewiston, Maine is the central location for all mail and walk-in record search requests for all District and Superior Courts in the State of Maine and the Violations Bureau. All walk-in and mail search requests made at the local individual courts are no longer honored. One must have the case number in order to obtain documents in person. The new system requires that all requests must be submitted on the agency’s Request for Records Search Form. The fee is $20.00 per name per location; however, the fee includes a search of both the criminal and civil docket index if requested. The agency hopes to provide a turnaround time of 1 to 2 days; however, as of early 2015 the turnaround time is as much as 2 weeks. A web page to a detailed explanation of this new system, including a direct link to the required Request Form, is at www.courts.maine.gov/fees_forms/forms/pdf_forms/misc/records.shtml .

Thanks to our friends at PRRN for sharing this important alert!