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Legislation Effective January 1, 2021


House Bill 202 (Act No. 2020-73) signed by the governor March 31 and effective January 1, 2021 amends the Business and Nonprofit Entities Code to allow business corporations to elect to become benefit corporations; allow electronic filing of all entity filings; establish certain basic standards for all filing instruments; and clarify the requirements of certificates of existence for entities.


Administration and collection of state franchise taxes payable by corporations will transfer from the Secretary of State to the Department of Finance and Administration effective January 1, 2021.  Franchise taxes are due May 1, 2021.  Any entity planning to dissolve by year end must file prior to the Secretary of State Business and Commercial Services division closing Wednesday December 30 at noon.


Assembly Bill 3372 (Chapter 2020-297) signed by the governor September 29 and effective January 1, 2021 allows the Franchise Tax Board (FTB) under the Wage Garnishment Law to serve earnings withholding orders for taxes and any other notice or document to government and private employers by electronic transmission or other electronic technology upon consent of the party served and allows the FTB to receive the employer’s return by electronic transmission or other electronic technology.

Senate Bill 522 (Chapter 297) signed by the governor September 30 and effective January 1, 2021 deletes the existing naming requirements for corporations and instead applies a distinguishable in the records of the Secretary of State (SOS) standard; removes exceptions under the LP and LLC acts that allow an LP or LLC to have the same name as another LP or LLC registered with the SOS; prohibits the name of an LP from being one that is likely to mislead the public, as determined by the SOS; authorizes the enjoining of the use of a name by an LP or an LLC in violation of the naming requirements, notwithstanding registration by the SOS; and requires general filings with the SOS to contain the corporate name and number as they appear in the SOS’s records.


Senate Bill 96 (Chapter 130) signed by the governor June 26 relates to temporary rules for remote notarial acts and a permanent framework effective January 1, 2021.


House Bill 230 (Act No. 487) signed by the governor July 29 and effective January 1, 2021 authorizes benefit corporations whose articles contain a public benefit provision.


Legislative Bill 1121 signed by the governor April 17 and effective January 1, 2021 adopts the Protected Series Act to make associated assets of one protected series not available to satisfy claims of creditors of the LLC or of other protected series of the LLC.


Senate Bill 976 (Act No. 111)  signed by the governor November 3 and effective January 3 amends the Judicial Code to provide for a Commerce Court program within Superior Court and the Court of Common Pleas with specialized jurisdiction over appeals relating to internal affairs, governance, dissolution, liquidation, rights or obligations between or among owners and liability or indemnity of managers of business corporations, partnerships, limited partnerships, limited liability partnerships, professional associations, business trusts, joint ventures or other business enterprises. This court will have jurisdiction over disputes between or among two or more business enterprises relating to a transaction, business relationship or a contract.