Legislation Effective January 2023

Legislation Effective January 2023

ALASKA

House Bill 85 (Chapter 2022-20) signed by the governor June 29 and effective January 1, 2023 amends requirements for state and mutual savings banks to modernize state banking laws and exempts banks and credit unions from the requirement to obtain a state business license.

CALIFORNIA

Senate Bill 49 (Chapter 2022-237) signed by the governor September 2 and effective January 1, 2023, enables domestic corporations to convert to a foreign corporation or foreign other entity type in one filing instead of the existing two step process.

Senate Bill 218 (Chapter 2022-217) signed by the governor August 29 and effective January 1, 2023 establishes procedures for the Secretary of State to accept or deny filings related to ratified or validated acts and provides two mechanisms for a California corporation to retroactively ratify or validate an otherwise lawful corporate action that was not in compliance with the General Corporation Law or the corporation’s articles or bylaws when made.  A corporation may ratify through a vote by the board and as required the shareholders or a corporation or other affected party may seek validation from a superior court sitting in equity.

Senate Bill 786 (Chapter 704) signed by the governor September 28 and effective January 1, 2023 permits a county recorder, upon request, to issue a certified copy of a birth, death, or marriage record by means of blockchain technology, in addition to the methods defined in existing law.

Senate Bill 1120  signed by the governor September 13 and effective January 1, 2023 requires an applicant for licensure as an engineer, land surveyor, geologist, or an applicant for certification to report a valid email address at the time of application and renewal and notify the board of any change within 30 days.

Senate Bill 1202 (Chapter 617) signed by the governor September 27 and effective January 1, 2023, makes various technical, non-substantive, and clarifying changes throughout the Corporations Code in preparation for the Secretary of State’s automated filing system, including standardizing terms, making practices uniform across all business entity types, and updating cross-references. This bill also makes some other substantive changes, such as removing a prohibition on disclosing certain information to the public under the Commercial and Industrial Common Interest Development Act.

Senate Bill 1443 (Chapter 625) signed by the governor September 27 and effective January 1, 2023 extends the sunset dates from January 1, 2024 to January 1, 2025, for the Dental Board, Board of Accountancy, Architects Board and Landscape Architects Technical Committee, Board for Professional Engineers, Land Surveyors and Geologists, Contractors State License Board, Cemetery and Funeral Bureau, Court Reporters Board of California, Bureau of Security and Investigative Services, and Athletic Commission within the Department of Consumer Affairs.

Assembly Bill 1780 (Chapter 951) signed by the governor September 30 and effective January 1, 2023, authorizes a corporation to hold a fully remote shareholder meeting, without prior consent from shareholders, if the meeting is conducted on or before December 31, 2025, and the meeting includes a live audiovisual feed for the duration of the meeting.

Assembly Bill 2960 (Chapter 320) signed by the governor September 18 and effective January 1, 2023, enacted the Judiciary Committee’s civil law omnibus bill to clarify technical and non-controversial provisions of existing law in a single bill.  Among the changes is the removal of a January 1, 2023, sunset date for provisions authorizing self storage facility owners to send preliminary lien notices and notices of lien sale to self storage occupants by electronic mail.

FLORIDA

Senate Bill 1062 (Chapter 2022-190) signed by the governor June 15 and effective January 2, 2023 amends existing law relating to service of process on business entities to prioritize service on the registered agent of an entity and to  clarify procedures for substituted service by delivery to the Secretary of State.

KANSAS

Biennial filing requirement implementation has been postponed until January 1, 2024 due to a budget proviso.

House Bill 2391 signed by the governor April 21 and effective January 1, 2023 requires each business entity to file a biennial business entity information report, instead of the currently required annual report, with a fee of $80 for each biennial report. Business entities formed in even-numbered years will be required to file reports in even numbered years, and business entities formed in odd-numbered years will be required to file reports in odd-numbered years, except the bill will allow reports for multiple limited liability entities, regardless of when the entities were formed, to be filed at one time, as long as each report is filed in the first year the biennial report is due and in odd-numbered years thereafter. The bill also allows for business filings with the Secretary to be signed via electronic signature.

ILLINOIS

House Bill 2739 (Public Act 720) signed by the governor May 6 and effective January 1, 2023 relates to private primary residential flood insurance as an alternative to national flood insurance programs.

MINNESOTA

House Bill 3775 (Chapter 91) signed by the governor June 2 and effective January 1, 2023 modifies franchise filing regulations for initial registrations filed on or after the effective date.

PENNSYLVANIA

House Bill 2057 (Act 122) signed by the governor November 3 and effective January 2, 2023 contains significant amendments to business entity statutes. Effective in January 2024 entities will be required to file an annual report (corporations by July 1, LLCs by October 1, and other entity types by December 31), and the Department of State may revoke entities for failure to file annual reports and file reinstatements.    The bill also contains provisions for ratification of defective entity actions. 

RHODE ISLAND

House Bill 7603 (Chapter 121) and Senate Bill 2812 (Chapter 122) signed by the governor June 21 and effective January 1, 2023 enacted the Uniform Limited Partnership Act.

House Bill 7753 (Chapter 123) and Senate Bill 2813 (Chapter 124) signed by the governor June 21 and effective January 1, 2023 enacted the Uniform Partnership Act to govern partnerships and LLPs formed on or after the effective date and existing partnerships and LLPs which elect to be governed by the new act.