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UCC & Corporate Due Diligence

Resource Guide for Legal and Financial Professionals

Legislative Update

Corporate, Legislation

House Bill 251 | Effective: 01/01/19
The bill makes technical corrections regarding the name of the Alabama Limited Liability Company Law, the ability of a partnership to continue as an entity for a brief period of time under the law with one partner or no partners and the duty of a partner in a general partnership to not compete with the partnership before the partnership is dissolved. The bill is retroactively effective as of January 1, 2019.

House Bill 694 (Act 288) | Effective: 07/01/19
Requires tax parcel identification numbers to be included on documents recorded by the DeKalb County Superior Court clerk.

Senate Bill 156 | Effective: 07/01/19
Permits the division of a domestic stock insurer into two or more domestic stock insurers.

House Bill 84 (Chapter 90) | Effective: 07/01/19
Amends the Idaho Business Corporations Act (IBCA), Title 30, Chapter 29, Idaho Code, to (i) bring it into conformity with the Model Business Corporations Act and (ii) to harmonize the IBCA with the Uniform Business Organizations Code (UBOC), Title 30, Chapter 21, adopted in 2015.

House Bill 191 | Effective: 07/01/19
Increases the current Secretary of State next-day expedite surcharge from $20.00 to $40.00, creates a new same-day expedite option for $100.00, and provides additional clarification on the existing $20.00 manual entry surcharge.

House Bill 1487 | Effective: 07/01/19
Amends certain Secretary of State business practices relating to UCC financing statement forms and fees (effective July 1, 2019) and makes provision by an entity of an e-mail address in certain filings discretionary and not mandatory (effective October 1, 2019).

House Bill 264 | Effective: 07/01/19
Authorizes the division of stock insurance companies.

Senate Bill 44 (Chapter 105) | Effective: 07/01/19
Requires insurance companies to submit corporate governance annual disclosures to the Insurance Commissioner.

Senate Bill 2697 | Effective: 07/01/19
Revises provisions regarding real estate appraiser licensure requirements and national registry fees.

House Bill 65 (Chapter 60) | Effective: 07/01/19
Revises laws related to service of process for insurance companies with the insurance commissioner, and foreign or alien insurers and surplus lines insurers must appoint a registered agent to receive service of process in Montana.

House Bill 85 (Chapter 117) | Effective: 07/01/19
Relates to insurance company organizational filings with the Commissioner of Insurance organizational filings.

New Mexico
House Bill 98 (Chapter 209) | Effective: 07/01/19
Prohibits requirements to resubmit fingerprints for renewal of a business, professional or occupational license.

Senate Bill 162 (Chapter 159) | Effective: 07/01/19
Amends business entity statutory requirements for dissolution, withdrawal and cancellation of registration.

Senate Bill 642 | Effective: 10/01/19
Defines a charitable nonstock corporation as any nonprofit nonstock corporation that is exempt from taxation under section 501(c)(3) of the Internal Revenue Code. In contrast, a nonstock corporation is defined as any corporation organized under the OGCA that is not authorized to issue capital stock. Lastly, a nonprofit nonstock corporation is a defined as a nonstock corporation that does not have membership interests.

Rhode Island
Senate Bill 719 (Public Law 2017-371) | Effective: 07/01/19
Removes the requirement to obtain a certificate of good standing from the Division of Revenue prior to filing a dissolution, withdrawal, conversion, or merger with the Secretary of State and requires the tax administrator after July 15 each year to file lists of corporations and LLCs which have failed to file annual reports and pay annual fees for the Secretary of State to initiate revocation proceedings.

South Dakota
House Bill 1033 | Effective: 07/01/19
Amends existing provisions relating to business transactions by trust companies.

House Bill 1202 | Effective: 07/01/19
Revises the number of qualified directors of a corporation needed to take certain actions.

Senate Bill 1457 (Chapter 50) | Effective: 07/01/19
Amends procedures when a corporate officer called as a deposition witness files a motion for a protective order because the discovery sought by the deposition is obtainable from some other source that is more convenient, less burdensome, or less expensive. The bill is identical to HB 2167 (Chapter 9).

Senate Bill 1486 (Chapter 128) | Effective: 07/01/19
Allows for the limited use of discovery depositions and affidavits in support of or in opposition to a motion for summary judgment, provided the only parties are business entities and the amount at issue exceeds $50,000. The bill is identical to HB 2197 (Chapter 10).

Senate Bill 1610 (Chapter 757) | Effective: 07/01/19
Relates to the recordation tax and exemption for deeds of distribution as defined in the bill.

House Bill 1711 (Chapter 71) | Effective: 07/01/19
Reorganizes motor vehicle registration, licensing and certificates of title statutes. The bill is identical to SB 1382 (Chapter 79).

House Bill 2409 (Chapter 243) | Effective: 07/01/19
Makes consistent the mechanics lien statute and statutory mechanics lien forms.

Enacts the Limited Cooperative Association Act to authorize unincorporated associations jointly owned by persons for a mutual benefit for any lawful purpose, except for the business of generating, distributing, purchasing or selling electric energy.

Senate Bill 5002 (Chapter 35) | Effective: 06/28/19
Enacts the Limited Cooperative Association Act to authorize unincorporated associations jointly owned by persons for a mutual benefit for any lawful purpose, except for the business of generating, distributing, purchasing or selling electric energy.

Senate Bill 5003 | Effective: 06/28/19
Amends the Business Corporation Act to provide that a shareholder of a corporation formed on or after January 1, 2020 has no preemptive right to acquire the corporation’s unissued shares or cumulate their votes for directors unless the articles of incorporation provided for preemptive rights.

House Bill 1252 (Chapter 211) | Effective: 06/28/19
Modifies criminal liability standards for business entities.

West Virginia
Senate Bill 669 | Effective: 06/07/19
Authorizes the West Virginia Secretary of State to appoint notaries as a commissioner to acknowledge signatures performed in or out of West Virginia by persons residing in or out of the state covering deeds, leases, and other writings pertaining to West Virginia property for recordation in the state.

House Bill 17 (Chapter 19) | Effective: 07/01/19
Modifies Department of Insurance licensing fees.

House Bill 30 (Chapter 13) | Effective: 07/01/19
Modifies existing law relating to trust companies.

House Bill 185 (Chapter 93) | Effective: 07/01/19
Authorizes certificate tokens to be issued in lieu of stock certificates.

House Bill 236 (Chapter 190) | Effective: 07/01/19
Creates statutory foundations as a new form of business entity.

Senate Bill 28 (Chapter 30) | Effective: 07/01/19
Enables banks to issue nonvoting shares and other forms of capital stock authorized under corporation law; clarifies that banks may issue capital stock and maintain shareholder records through electronic means; and authorizes electronic notices relating to capital impairment.



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