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Nevada Legislative Updates

Notice of 2017 Legislative Impacts

The 2017 Legislative session imposed several changes to certain requirements within Title 7 of the Nevada Revised Statutes. Below is a highlight of the changes. For further information and a complete list of bills, please refer to the Nevada Legislature website at: https://www.leg.state.nv.us

Assembly Bill 6 – Effective July 1, 2017

Removes an exemption from the requirement to obtain a state business license for businesses whose primary purpose is to create or produce motion pictures.

Assembly Bill 123 – Effective October 1, 2017

Revises provisions governing initial and annual lists and revises provisions relating to a series created by a limited-liability company.

Each new business entity subject to Title 7 of the Nevada Revised Statutes shall file an initial list at the time of filing its organizational documents. If an amended list is filed within 60 daysafter the initial list is filed, the business entity shall not be required to pay a fee.

If the articles of organization or operating agreement of a limited-liability company creates one or more series, the registered agent of the company shall be deemed to be the registered agent for each series of the limited-liability company. Each series may be served with any legal process, notice or demand required or authorized by law by serving the registered agent of the limited�liability company which authorized the creation of the series.

Senate Bill 41 – Effective October 1, 2017

Revises provisions governing the examination of the records required to be maintained by registered agents and revises the provisions governing the examination of records required to be maintained by certain business entities.

The Secretary of State may conduct periodic, special or any other examinations of any records required to be maintained pursuant to this chapter or any other provision of NRS pertaining to the duties of a registered agent as the Secretary of State deems necessary or appropriate to determine whether a violation of this chapter or any other provision of NRS pertaining to the duties of a registered agent has been committed.

Upon the request of the Secretary of State, a limited liability company shall provide the Secretary of State with the name and contact information of the custodian of records, if different from the registered agent for such company.

Each limited partnership shall continuously maintain a principal office in this State, which may but need not be a place of its business in this State, or a custodian of records whose name and street address is available at the limited partnership’s registered office. A limited partnership shall maintain at its principal place of business in this State or with the custodian of records a current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order.

Assembly Bill 423 – Effective January 1, 2018

The Secretary of State shall work in consultation with the Nevada Commission for Women to design and conduct an annual survey of businesses in this State for the purpose of collecting data and information related to issues of gender equality in the workplace. The survey shall be offered through the state business portal at the time the business submits an online application or renewal for a state business license. The Secretary of State shall make the voluntary responses electronically available and searchable on the Internet website of the Office of the Secretary of State and shall annually compile the responses into a report and submit the report to the Governor and to the Director of the Legislative Counsel Bureau.

Assembly Bill 436 – Effective January 1, 2018

 

The Secretary of State shall ensure that the state business portal enables a person who applies for the issuance or renewal of a state business license to indicate whether the applicant is a minority-owned business, a woman-owned business or a veteran-owned business and shall provide information electronically concerning programs to provide financing for small businesses and information concerning the process by which the business may become certified as a disadvantaged business enterprise. The Secretary of State shall include and maintain the same information on its Internet website.

Sincerely,
The Office of Nevada Secretary of State


Georgia House Bill 87

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The bill was signed by Georgia Governor Nathan Deal on May 1, 2017. The bill authorizes the Secretary of State to provide for multiple-year registration for business entities and permits the re-domestication/conversion of foreign and domestic nonprofit corporations. The bill becomes effective July 1, 2017.

To see the whole bill click the link below,

http://www.legis.ga.gov/Legislation/20172018/170630.pdf


Mississippi Senate Bill 2327

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Mississippi Senate Bill 2327 was signed by Mississippi Governor Phil Bryant on March 8, 2017. MS SB2327 amends the requirements for conversion and domestication. The bill makes the following amendments:

-Adds a director of a domestic or foreign corporation as an individual authorized to sign a conversion or domestication

-Requires a correction to a filed document be made within 120 days of filing

-Restricts a charitable organization as defined in Section 79-11-501 from converting under Article 4 of this section

-Requires a copy of the filed domestication documents from the new jurisdiction as an attachment if the domesticated entity is a foreign entity

-Requires a certificate of good standing or certificate of existence from its jurisdiction of formation that is issued less than one hundred eighty (180) days before filing if the domesticated entity is a domestic entity

The bill becomes effective July 1, 2017.

Navigate using the below link to view the entire bill:

http://billstatus.ls.state.ms.us/documents/2017/pdf/SB/2300-2399/SB2327SG.pdf


Wyoming House Bill 0023

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Wyoming House Bill 0023 was signed by Wyoming Governor Matt Mead on March 1, 2017. WY HB0023 allows the WY Secretary of State to send notices via first class mail and/or email and electronic means, rather than by certified mail. In addition, the bill permits the WY Secretary of State to return rejected documents within 15 days instead of 5 days and eliminates the publication of notice that a LLP’s registration has lapsed. The bill becomes effective July 1, 2017.

Navigate using the below link to view the entire bill:

http://legisweb.state.wy.us/2017/Enroll/HB0023.pdf
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.


Pennsylvania House Bill 1398, Laws of 2016

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Pennsylvania House Bill # 1398

Laws of 2016, effective February 21, 2017, has enacted new LLC and LP laws as well as conforming and other amendments to the Business Entities Code (Title 15, Pa.C.S.A.)  The new LLC and LP laws respectively govern LLCs and LPs as follows:  before April 1, 2017, the new laws govern LLCs and LPs formed on and after the effective date and any preexisting LLCs and LPs electing to be governed by the applicable new law; after April 1, 2017, the new laws govern all LLCs and LPs.  The Bill has also enacted a new General Partnership law.

The following are notable changes affecting our services and Precedent materials:

New LLC Law

  • Adds a domestic amendmenttrigger: when a managing member or manager knows that any information set forth in the Certificate is inaccurate, an amendment, or if appropriate, a correction must be filed.
  • Revises requirements for the executionof documents to be filed: default is now a person authorized by the company (formerly by an authorized member or manager).
  • Dissolution:

o   Requires filing of a Statement of Termination instead of a Certificate of Dissolution after all debts have been paid, discharged or provided for and all assets have been distributed; this terminates the LLC on the State’s records.

o   Authorizes a voluntary interim filing of a Certificate of Dissolution while a dissolved LLC’s affairs are being wound up; the LLC will remain active on the State’s records; no tax clearance required for this filing.

o   Authorizes delayed effective dates for Statements of Termination.

o   Provides for voluntary disposition of claims by notice or publication after dissolution.

  • Authorizes Benefit Companieswith purposes including the creation of a public or specific benefit as defined in the Bill.
  • Imposes certain obligations on organizerswhich will render inappropriate our furnishing of organizers.

New LP Law

  • Authorizes formation of LLLPs.
  • Revises requirements for the executionof documents to be filed.
  • Dissolution:

o   Requires filing of a Statement of Termination instead of a Certificate of Dissolution after all debts have been paid, discharged or provided for and all assets have been distributed; this terminates the LP on the State’s records..

o   Authorizes a voluntary interim filing of a Certificate of Dissolution while a dissolved LP’s affairs are being wound up; the LP will remain active on the State’s records; no tax clearance required for this filing.

Business Corporations

  • Repeals the requirement to file a directors’ resolution in order to qualify on conflict of name.

LLPs

  • Deletes reference to “registered” LLPs; now only refers to LLPs.
  • Authorizes administrative terminationof LLP status for annual registration delinquency after five years.
  • Imposes the Annual Registrationrequirement on LLLPs.

Multi-Entity

  • Adds exceptions to the tax clearancerequirement on dissolution based on a dissolving entity never having transacted business nor  held assets other than money for share subscriptions or analogous contributions.  Formerly, an administrative exception was afforded to business corporations never having commenced business.

Forms

  • New LLCs and LPs must use the revised formation forms on and after February 21.
  • Existing LLCs and LPs may use either the current or revised version of the other forms (e.g. amendment, dissolution etc.) until March 30.  On and after April 1, only revised forms will be acceptable.
  • The State advised that the revised forms will become available on its website on Friday, February 17.  We will work to have revised versions available in our systems as expeditiously as possible.  In the interim, the forms may be accessed on the State’s website.

The Bill may be accessed at http://www.legis.state.pa.us/CFDOCS/Legis/PN/Public/btCheck.cfm?txtType=PDF&sessYr=2015&sessInd=0&billBody=H&billTyp=B&billNbr=1398&pn=4062


OR Draft Bill 2916 concerning substantial costs and compliance burdens

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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

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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

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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

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