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Legislation Effective January 1, 2022

ALABAMA

Senate Bill 96 (Act No. 2021-299) signed by the governor April 27 and effective January 1, 2022 amended the business entities and non-profit code to authorize electronic communications.

House Bill 494 (Act 2021-503) signed May 25 and effective January 1, 2022 provides for the creation and enforcement of non-disparagement obligations in contracts.

CALIFORNIA

Assembly Bill 283 (Chapter 2021-512) signed by the governor October 5 and effective January 1, 2022 expands the exemption of certain securities issued by a cooperative corporation from securities qualification requirements.

Assembly Bill 488 signed by the governor October 7 and effective January 1, 2022 requires charitable fundraising platforms and platform charities to register with the Attorney General before soliciting charitable donations and to submit reports about their activities.

Assembly Bill 502 (Chapter 2021-517) signed by the governor October 5 and effective January 1, 2022 relates to director election requirements for common interest developments.

Assembly Bill 663 (Chapter 2021-523) signed by the governor October 5 and effective January 1, 2022 provides additional flexibility to corporations related to electronic communications and corporate governance during an emergency including holding annual shareholder meetings via teleconference or other remote means.

Assembly Bill 694 (Chapter 2021-525) signed by the governor October 5 and effective January 1, 2022 made technical and non-substantive changes to the Consumer Privacy Rights Act (CPRA) formerly known as the Consumer Protection Act (CCPA) regarding consumer rights to their personal information.

Assembly Bill 830 (Chapter 376) signed by the governor September 28 and effective January 1, 2022 amends the Business and Professions Code to among other things (1) permit a business entity organized as a general corporation to include in its name a fictitious name, the name of one or more licensed architects, or the terms architect or architecture or a variation thereof and (2) provide that the failure of any person licensed to do business as a corporation to be registered and in good standing with the Secretary of State and Franchise Tax Board after notice shall result in automatic suspension of the licensee by operation of law.

Assembly Bill 1580 (Chapter 2021-030) signed by the governor June 28 and effective January 1, 2022 requires an entity served with an order to appear for an examination by a judgment creditor to designate to appear and be examined one or more officers, directors, managing agents, or other persons who are familiar with its property and debts.

Senate Bill 686 (Chapter 321) signed by the governor September 27 and effective January 1, 2022 requires LLCs that qualify as a committee or a sponsor of a committee under the Political Reform Act to file a statement of members with the Secretary of State.

HAWAII

Senate Bill 1098 (Act 2021-111) signed by the governor June 28 and effective January 1, 2022 adopted certain provisions of NAIC model acts for licensing of producers, public and independent adjusters and reinsurance intermediaries.

ILLINOIS

House Bill 115 (Public Act No. 49) signed by the governor July 9 and effective January 1, 2022 amends state business entity statutes to require the Secretary of State to provide lists of entities as open public data sets at no charge.

Senate Bill 541 signed by the governor May 20 and effective January 1, 2022 relates to electronic transactions by permitting the use of distributed ledger technology and smart contracts.

Senate Bill 1730 (Public Act 223) signed by the governor July 30 and effective January 1, 2022 amends the Business Corporation Act to require publicly held domestic or foreign corporations with their principal executive office in Illinois to include in the corporation’s annual report to the Secretary of State the self-identified sexual orientation and the gender identity of each member of its board of directors.

Senate Bill 1795 (Public Act 230) signed by the governor July 30 and effective January 1, 2022 amends the Limited Liability Company Act to provide that statutory fiduciary duties a member owes to a member-managed company and other members do not limit fiduciary duties owed at common law.

IOWA

House Bill 844 signed May 24 by the President of the Senate and effective January 1, 2022 amends the Business Corporations Act to authorize ratification of defective corporate actions, conversion to another domestic or foreign entity, remote participation in meetings of shareholders, and increase from $45.00 to $60.00 the electronic biennial report filing fee.

Senate Bill 541 signed by the governor May 20 and effective January 1, 2022 relates to electronic transactions by permitting the use of distributed ledger technology and smart contracts.

LOUISIANA

House Bill 140 (Act 68) signed by the governor June 4 and effective January 1, 2022 modernizes the Code of Civil Procedure including several changes to service of process rules to require every pleading to contain the email address of the party or attorney, designate both a physical address and an email address for receipt of service of all items involving the litigation, and service of a pleading or order setting a court date may be made by emailing the document to the designated email address provided that the sender receives an electronic confirmation of delivery.

NEW MEXICO

Senate Bill 12 (Chapter 21) signed by the governor April 5 and effective January 1, 2022 enacted the Revised Uniform Law on Notarial Acts.

OHIO

Senate Bill 276 (Session Law No. 82) signed by the governor January 7 enacted the Revised Limited Liability Companies Act to  become effective January 1, 2022 and to permit Series LLC filings.

OKLAHOMA

Senate Bill 273 (Chapter 477) signed by the governor May 12 and effective January 1, 2022 requires any person preparing or persons charging a fee for the preparation or assistance in preparation of lien notices on personal property to register with the Tax Commission and submit a $50.00 annual registration fee.

OREGON

Senate Bill 185 signed by the governor June 23 and effective January 1 enables directors of nonprofit corporations to use electronic mail or other electronic means to take action without a meeting.

RHODE ISLAND

House Bill 5984 (Public Law 2021-138) and Senate Bill 789 (Public Law 2021-137) signed by the governor July 3 and effective January 1, 2022 amend state business entity statutes to require annual reports to be filed by profit and non-profit corporations and LLCs between February 1 and May 1.  Profit corporation reports no longer require a statement of authorized shares. LLC reports no longer require the resident agent name and address or the names of LLC managers.

TEXAS

House Bill 2237 signed by the governor June 15 and effective January 1, 2022 revises existing law relating to a mechanic’s, contractor’s, or materialman’s lien, including the deadlines to file affidavits to claim a lien, the limitation period for bringing suit to foreclose a lien, and deadlines for notices of certain claims.

Senate Bill 938 signed by the governor June 16 and effective January 1, 2022 exempts new veteran-owned entities formed after January 1, 2022 from filing fees and franchise taxes until the fifth anniversary of formation. 

VIRGINIA

House Bill 2099 (Act 486) signed by the governor March 31 and effective January 1, 2022 amends existing law related to judgment liens.

Senate Bill 1261 (Act 489) signed by the governor March 31 and effective January 1, 2022 expands the jurisdiction of the Court of Appeals of Virginia by providing for an appeal of right in every civil case and the granting of further appeal shall be within the discretion of the Supreme Court.

WASHINGTON

Senate Bill 5034 (Chapter 176) signed by the governor May 3 and effective January 1, 2022 amends the nonprofit corporation act regarding electronic transmission of notices and meeting procedures; comprehensive rules governing members and directors; updates record keeping and filing requirements with the secretary of state; defines members, their rights, and their powers, and includes provisions for delegates acting in a representative capacity.