Legislative Updates

National Registered Agents, Inc. works with CT Corporation's team of legal experts to constantly monitor the corporate compliance landscape. You will find alerts on significant law developments in 2016 arranged by state below. Click on the listing by month to jump to a particular state with law changes. Please forward any questions, comments, or suggestions to info@nrai.com.

2016 Business Statute Updates

Effective Dates by Month

October: Connecticut, MarylandNorth Carolina
September: None
August: Arizona, Colorado, Delaware, Louisiana, MissouriNew Hampshire, New York
July: Alabama, Idaho, Iowa, Kansas, Mississippi, Nebraska, New York, Rhode Island, South Dakota, Vermont, Virginia

Alabama

Effective Date: July 25, 2016
Entities Affected: Small businesses
House Bill 36, effective July 25, 2016, enacts the Alabama Small Business and Agribusiness Jobs Act, which enacts a tax credit for small businesses that create jobs meeting specific criteria during a given tax year. The tax credit will expire on January 1, 2019 unless the legislature extends it. View the entire bill on the State website.

Arizona

Effective Date: August 6, 2016
Entities Affected: Corporations, LLCs, and Benefit Corporations
Senate Bill 1356, effective August 6, 2016, amends the laws governing corporations, LLCs and benefit corporations regarding, among other things, contents of a foreign corporation’s application for authority; civil liability for false business entity filings; factors directors and officers may take into account; types of corporations that can take public benefit concerns into account; shareholder participation in meetings; and shareholder consent to action without a meeting. View the bill text.

Effective Date: August 8, 2016
Entities Affected: Public Service Corporations
Senate Bill 1309, effective August 8, 2016, allows the Arizona Corporation Commission to accept for filing electronic documents from public service corporations. View the bill text.

Colorado

Effective Date: August 10, 2016
Entities Affected: LLCs
House Bill 1329, effective August 10, 2016, amends the LLC law regarding member contributions, effect of tax status, statute of frauds and operating agreements, and remuneration for services. View the bill text.

Effective Date: August 10, 2016
Entities Affected: All formal entities
House Bill 1330, effective August 10, 2016, allows a statement of correction to be filed to revoke a filed document that was delivered to the Secretary of State in error. View the View the bill text.

Connecticut

Effective Date: October 1, 2016
Entities Affected: Various
Senate Bill 302, effective October 1, 2016, amends provisions requiring state agencies to analyze the impact of proposed regulations on small businesses. View the bill text.

Delaware

Effective Date: August 1, 2016
Entities Affected: LLCs
House Bill 372, effective August 1, 2016, amends the LLC law regarding service of process; series of members, managers or LLC interests or assets; member cessation upon bankruptcy; voting; LLC interest assignments; dissolution; and revocation of dissolution. View the entire bill on the State website.

Effective Date: August 1, 2016, generally
Entities Affected: Corporations
House Bill 371, generally effective August 1, 2016 except as noted in the Bill, amends the General Corporation Law regarding definitions, Chancery Court jurisdiction, number of directors, director committees, stock certificates, mergers, consolidations, stockholder appraisal rights, revocation of dissolution, and renewal, restoration and revival. View the entire bill on the State website.

Effective Date: August 1, 2016
Entities Affected: Partnerships
House Bill 338, effective August 1, 2016, amends the Partnership Law regarding partner voting. View the entire bill on the State website.

Effective Date: August 1, 2016
Entities Affected: Limited Partnerships
House Bill 367, effective August 1, 2016, amends the LP Law regarding service of process; series of partners; partnership interests or assets; voting; general partner admissions and withdrawals; partnership interest assignments; dissolution; and revocation of dissolution. View the entire bill on the State website.

Effective Date: Effective August 1, 2016
Entities Affected: Statutory Trusts
Senate Bill 243, effective August 1, 2016, amends the statutory trust statute regarding definitions; trust series; management; dissolution; formation and existence; powers of attorney and proxies; document ordering; and inspection of records. View the bill text.

Idaho

Effective Date: July 1, 2016
Entities Affected: Benefit Corporations
House Bill 390, effective July 1, 2016, amends the benefit corporation law to remove the requirement of filing a benefit corporation report with the Secretary of State. View the entire bill on the State website.

Indiana

Effective Date: Various
Entities Affected: All Entities; LLCs, Series LLCs
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. View the entire bill.

Iowa

Effective Date: July 1, 2016
Entities Affected: Limited Partnerships (LPs)
House Bill 2373, effective July 1, 2016, amends the LP law to clarify that LPs must designate and maintain a registered office and agent, and amends the LLC law regarding certificates of existence and authority and the foreign LLC application for certificate of authority. View the entire bill on the State website.

Kansas

Effective Date: July 1, 2016
Entities Affected: Corporations, Nonstock Corporations
House Bill 2112, effective July 1, 2016, amends the General Corporation Code, including amendments governing bylaws, dissolution, ratification of defective acts, nonstock corporations, directors, indemnification, stock, proxies, annual reports, and mergers and consolidations. View the entire bill on the State website.

Louisiana

Effective Date: August 1, 2016
Entities Affected: LLCs
Senate Bill 220, effective August 1, 2016, amends the LLC law to provide that the articles of organization or a written operating agreement may alter the general rule that a member’s membership ceases upon death, incompetency, dissolution or termination. View the bill text.

Effective Date: August 1, 2016
Entities Affected: Corporations
House Bill 289, effective August 1, 2016, provides that when the existence of a corporation terminates, its juridical personality continues for the purpose of disposing of immovable property pursuant to a resolution of the board of directors. View the bill text.

Effective Date: August 1, 2016
Entities Affected: Corporations
House Bill 714, effective August 1, 2016, amends the corporation law regarding various topics including, but not limited to, exculpation of liability, shareholder participation by remote means; quorum and voting; indemnification; business opportunities; and reinstatement of certain corporations. View the bill text.

Effective Date: March 10, 2016
Entities Affected: LLCs
House Bill 19, effective March 10, 2016 and applicable to taxable periods beginning on or after January 1, 2017, amends the law relating to the entities to which the corporate franchise tax applies. View the entire bill

Maryland

Effective Date: October 1, 2016
Entities Affected: Professional Corporations
Senate Bill 66, effective October 1, 2016, amends provisions dealing with the name requirements for professional corporations. View the bill text.

Effective Date: October 1, 2016
Entities Affected: Corporations
Senate Bill 148, effective October 1, 2016, amends provisions dealing with the duties of directors regarding the entering into of transactions involving the corporation. View the bill text.

Effective Date: October 1, 2016
Entities Affected: Various
House Bill 1446, October 1, 2016, creates an administrative procedure for individuals to challenge charter documents or governing documents they believe to have been intentionally filed falsely with the Maryland State Department of Assessments and Taxation. View the bill text.

Mississippi

Effective Date: July 1, 2016
Entities Affected: All Business Entities
Senate Bill 2649, effective July 1, 2016, amends state law to provide a process for appeal of penalties imposed by the Secretary of State for violations of the provisions regulating charitable corporations and certain other statutes. View the entire bill on the State website.

Missouri

Effective Date: August 26, 2016
Entities Affected: Corporations
Senate Bill 664, effective August 26, 2016, amends the law relating to corporate registration reports for authorized and family farm corporations. View the bill text.

Nebraska

Effective Date: July 21, 2016
Entities Affected: Partnerships and LLPs
Legislative Bill 1050, effective July 21, 2016, authorizes conversion of domestic partnerships and domestic limited liability partnerships into domestic limited liability companies or foreign limited liability companies. View the entire bill on the state website.

Effective Date: July 21, 2016
Entities Affected: LLCs
Legislative Bill 758, effective July 21, 2016, prohibits limited liability companies from operating as insurers. View the entire bill on the State website.

New Hampshire

Effective Date: August 9, 2016
Entities Affected: Limited Liability Companies (LLCs)
Senate Bill 405, effective August 9, 2016, amends the LLC law regarding definitions, operating agreements, member voting requirements, allocation of profits and losses, distributions, member dissociations, dissolution, member dissenters' rights and domestication. View the entire bill on the State's website.

New York

Effective Date: August 19, 2016
Entities Affected: Nonprofits
Senate Bill 7366, effective August 19, 2016, amends the Not-for-Profit Corporation Law regarding fire corporations. View the bill text.

Effective Date: As noted in bill
Entities Affected: Corporations and LLCs
Assembly Bill 10251, effective as noted in the Bill, amends the business corporation and LLC laws regarding authorization of existing business corporations and LLCs to become professional service entities for the practice of geology. View the bill text.

Effective Date: July 21, 2016
Entities Affected: Nonprofits
Assembly Bill 9751, effective July 21, 2016, amends the Not-for-Profit Corporation Law regarding agency approvals of certificates of incorporations. View the bill text.

Effective Date: June 1, 2016
Entities Affected: LLCs and LLPs
Assembly Bill 9572, effective June 1, 2016, amends the surrogate’s court procedure act in relation to the service of process upon LLCs and LLPs. View the entire bill on the State website.

Effective Date: March 31, 2016
Entities Affected: All Entities
Assembly Bill 9008C, effective March 31, 2016, amends the Executive Law by extending authorization for the Department of State to furnish all levels of expedited service for entity filings and document ordering. View the entire bill.

North Carolina

Effective Date: October 1, 2016
Entities Affected: LLCs; Religious, Charitable Organizations
Senate Bill 482, October 1, 2016, makes technical and clarifying changes to the North Carolina LLC Act, and authorizes religious and charitable corporations to convert to LLCs subject to certain requirements. View the bill text.

Oregon

Effective Date: March 1, 2016
Entities Affected: Cooperative Corporations
House Bill 4038, effective March 1, 2016, authorizes the shareholders and members of cooperative corporations to vote by electronic means. View the entire bill.

Rhode Island

Effective Date: July 1, 2016
Entities Affected: LLPs
House Bill 7454, effective July 1, 2016, increases the LLP registration fee. View the bill text (page 202) on the State website.

South Dakota

Effective Date: July 1, 2016
Entities Affected: Nonprofits
House Bill 1068, effective July 1, 2016, amends the nonprofit law to authorize and provide procedures for the domestication, conversion, and domestication and conversion of nonprofit corporations. View the entire bill on the State website.

Effective Date: July 1, 2016
Entities Affected: All Business Entities
House Bill 1187, effective July 1, 2016, allows the Secretary of State to refuse to file documents for any business entity if the document contains any letter combination that carries connotations offensive to good taste and decency, or consists of immoral, deceptive, or scandalous material. View the entire bill on the State website.

Effective Date: July 1, 2016
Entities Affected: All Business Entities
House Bill 49, effective July 1, 2016, revises fees to authorize the Secretary of State to impose an additional fee for documents not filed electronically and to provide additional penalties for failure to file an annual report. View the entire bill on the State website.

Utah

Effective Date: May 10, 2016
Entities Affected: Nonprofits
Senate Bill 40, effective May 10, 2016, amends the nonprofit corporation law to address when actions may be taken by the board of directors without a meeting. View the entire bill on the State website.

Vermont

Effective Date: Various
Entities Affected:Corporations, LLCs, Trade Names
House Bill 868, effective as noted in the Bill, amends (i) the Business Corporation Act by expanding authorized mergers and conversions and authorizing foreign corporations to domesticate to Vermont; (ii) the LLC Act regarding definitions, mergers and conversions; and (iii) the trade name statute. (see Sections E.1., E.2., E.3. & E.4. of the Bill). View the entire bill on the State website.

Effective Date: July 1, 2016
Entities Affected: Trade Names; Foreign Registration
Vermont — House Bill 84, effective July 1, 2016, amends (1) the trade name statute regarding administrative termination of registration, reinstatement of registration and penalties for noncompliance with the statute and (2) the entity statutes by standardizing penalties for noncompliance with the foreign qualification requirement. View the entire bill on the State website.

Virginia

Effective Date: July 1, 2016
Entities Affected: Nonstock corporations
House Bill 234, effective July 1, 2016, amends the Virginia Nonstock Corporation statute relating to actions taken without a meeting of a board of directors. The changes allow for a nonstock corporation’s articles of incorporation to permit greater flexibility concerning the number of directors who must sign a consent to an action without a corporate meeting, and provides requirements for all directors to be given notice of and an opportunity to object to a proposed action being taken without a meeting. View the entire bill on the State website.

Effective Date: July 1, 2016
Entities Affected: LLCs
House Bill 955, effective July 1, 2016, restructures the Virginia Limited Liability Company Act by creating a new article and moving existing provisions relating to formation by conversion there. This Bill also provides for the reorganization of LLCs in bankruptcy, makes changes to provisions relating to LLC mergers, and adds conversion provisions to the Virginia Business Trust Act, among other changes. View the entire bill on the State website.

Effective Date: July 1, 2016
Entities Affected: LLCs
House Bill 918, effective July 1, 2016, gives LLCs the option to maintain and make certain required information available to their members as an electronic record through a network or system, versus having to maintain and make it available in printed form at their principal office. View the entire bill on the State website.

Washington

Effective Date: June 9, 2016
Entities Affected: Corporations
Senate Bill 6205, effective June 9, 2016, amends provisions of the corporation law governing mergers and acquisitions to clarify when a person is an acquiring person of a target corporation with more than one class of voting stock. View the entire bill on the State website.

West Virginia

Effective Date: June 10, 2016
Entities Affected: All Business Entities
House Bill 2897, effective June 10, 2016, amends the Fees, Allowances and Costs; Newspapers; Legal Advertisements title by exempting residents under 30 years of age from the filing fees for incorporating or forming a domestic business or non-profit corporation, LLC, LP or general partnership of which the person is an incorporator, member or partner. View the entire bill on the State website.