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UCC & Corporate Due Diligence

Resource Guide for Legal and Financial Professionals

Legislation Effective January 1st, 2019


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Alabama – HB72

Revises the Alabama Partnership Act by specifying the procedures for formation, powers, governance, and dissolution available to LLLPs, LLPs, foreign LLLPs, and foreign LLPs that conduct business in the state.

California – SB920

Extends the authorization for persons licensed to engage in the practice of engineering, land surveying, or architecture to form LLPs to January 1, 2026.

California – AB2503

Enables the Franchise Tax Board (FTB) to administratively dissolve a domestic corporation if the corporate powers, rights, and privileges were suspended for at least 60 continuous months as of January 1, 2019, or any time thereafter. It also requires the FTB to send the Secretary of State (SOS) the file number of each corporation subject to said administrative dissolution. The corporation’s liabilities for qualified taxes, interest, and penalties accrued while it was not doing business, as specified, are abated upon administrative dissolution.

Illinois – HB4578

Eliminates the prohibition on the use of the word “Olympic” in a corporate or assumed name from the Business and Not-for-Profit Corporation Acts. The Limited Liability Company Act has also been amended to reduce the penalty for failure to file a timely annual report, pay annual fee or maintain a registered agent from $300 to $100.

Illinois – HB4765

Creates a predictable county fee schedule for standard document recordings.

Minnesota – HB2764

Amends conversion and domestication business entity statutes to require a foreign LLC to file amendments to its foreign registration with the SOS if there is a change in the LLCs name, jurisdiction, address, or any other required information required by law.

New Hampshire – SB413

Establishes criteria for determining whether proposed business names are distinguishable from existing business names for registration with the SOS. It also revises the procedure for reinstatement of an LLC by the SOS.

Rhode Island – HB7562

Amends the Limited Liability Company Act to increase acceptable future effective dates of LLC filings from 30 to 90 days.



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