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UCC & Corporate Due Diligence

Resource Guide for Legal and Financial Professionals

Legislative Update – Effective January 1st, 2019

December 06, 2018 Legislation

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ALABAMA: House Bill 72 (Act 2018-25), revises the Alabama Partnership Act to provide procedures for formation, powers, governance, and dissolution applicable to domestic and foreign LLPs and LLLPs.

CALIFORNIA: Assembly Bill 2237 (Chapter 2018-76), amends the Corporations Code requiring shareholder inspections to be conducted of the accounting records and board meeting minutes at the corporation’s executive office in California. If there is no California office the inspection is to be conducted at the registered agent’s physical location. Shareholders may request the corporation to produce the proper documentation by mail or electronically if the shareholder is willing to pay reasonable costs for printing or converting the documents to electronic format.

Senate Bill 920 (Chapter No. 2018-150), extends the sunset date until January 1, 2026 of authorization for persons engaged in the practice of engineering, land surveying and architecture to form limited liability partnerships.

Assembly Bill 2557 (Chapter 2018-322), amends the Nonprofit Corporation Law to clarify that any or all of a portion of the directors of the following organizations may serve as ex officio directors: nonprofit public benefit corporations, nonprofit mutual benefit corporations, nonprofit religious corporations, or cooperative corporations.

Senate Bill 826, requires domestic or foreign public corporations whose principal executive office as reflected in SEC Form 10-K in California to have a minimum of one (1) female on the board of directors by December 31, 2019 and to increase the number of female directors by December 31, 2021. The bill requires the California Secretary of State by July 1, 2019 to post information on public corporations which have at least one female director and authorizes fines of $100,000 for first violations and $300,000 for subsequent violations.

Assembly Bill 2503 (Chapter 2018-679), authorizes administration dissolution and cancellation of domestic corporations and LLCs suspended by the Franchise Tax Board for 60 continuous months. It also authorizes the FTB to abate unpaid taxes, interest, and penalties for taxable years in which the entity certifies that it was not doing business, has ceased doing business, and does not have any assets in the business.

Assembly Bill 2184, requires cities and counties to accept state issued driver licenses, individual tax identification numbers, or municipal identification numbers in lieu of Social Security Numbers in business license applications.

DELAWARE: House Bill 360 (Chapter 399), amends the Delaware Code regarding employment practices and defines sexual harassment and sets forth required training for employers with 50 or more employees.

ILLINOIS: House Bill 4578 (Public Act 753), amends the LLC act to reduce the penalty from $300.00 to $100.00 for failure to file an annual report, pay an annual fee or maintain a registered agent. It also amends the business and not for profit corporation acts to delete a prohibition on the word “Olympic” in a corporate or assumed name.

House Bill 4765 (Public Act No. 1034), provides a predictable county recording fee schedule.

IOWA: Senate Bill 2378, relates to staggered boards of directors of public corporations.

LOUISIANA: House Bill 341 (Act 86), amends the due date for corporate franchise tax returns to the 15th day of the fourth month for tax years beginning on or after January 1, 2019.

MINNESOTA: House Bill 2764 (Chapter 103), amends business entity statutes regarding conversions and domestications by requiring foreign LLCs to file an amendment to its foreign registration statement with the secretary of state if there is a change to the company’s name, jurisdiction of formation, address, or other required information.

RHODE ISLAND: House Bill 7562 (Public Law 2018-14), and Senate Bill 2320 (Public Law 2018-24), amend the LLC act to increase any future effective date in LLC filings from 30 to 90 days.

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