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Legislative changes going into effect July 1, 2016

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House Bill 1145 (Chapter 108) signed by the governor April 15 and effective July 1 clarifies that the filing fee for a residential real property conveyance is calculated based on the total sales price, as listed on the conveyance document. If there is no amount listed, or the amount is less than $500 and there is related documentation, then the total sales price on the declaration form is used to determine the filing fee.

House Bill 5259 (Public Act No. 16-97) signed by the governor June 2 and effective July 1 adopted the Uniform LLC Act including default rules when an LLC’s operating agreement is silent. The act adds more detailed provisions on fiduciary duties and charging orders against members (court orders to collect a debt); changes when a member can bind the LLC as an agent; adds provisions on derivative actions by a member; makes changes governing mergers and interest exchanges; allows an LLC’s operating agreement to include certain aspects of its governance, such as designating whether it is managed by its members or a manager; and modifies terminology from “articles of organization” to “certificate of organization.”

House Bill 6774 (Public Act 15-240) signed by the governor July 7 and effective July 1, 2016 enacts the Uniform Power of Attorney Act.

House Bill 235 signed by the governor January 27 and effective July 1, 2016 enacts the Delaware Competes Act to reform Delaware’s business tax code to incentivize job creation and investment in Delaware, to make Delaware’s tax structure more competitive with other states, and to support small businesses by making tax compliance less burdensome. The principal change is to remove disincentives for companies to create Delaware jobs and invest in Delaware property that currently exists in how income is apportioned to Delaware for purposes of the corporate income tax.

House Bill 783 (Chapter 2016-90) signed by the governor March 24 and effective July 1 amends existing law requiring holders of unclaimed property to report and remit the unclaimed property to the Department of Financial Services if property owners can not be located with the exercise of due diligence.

Senate Bill 908 (Chapter 2016-165) signed by the governor March 30 and effective July 1 reorganizes the Department of Financial Services.

Senate Bill 1432 (Chapter 2016-207) signed by the governor April 8 and effective July 1 revises the law on substitute service of process and long-arm jurisdiction. Substitute service may be affected on a person in charge of an intended defendant’s virtual office, executive office or mini suite, or a registered agent, officer or director of a corporation whose address is a virtual office, an executive office or mini suite.

Senate Bill 128 (Act 364) signed by the governor April 26 and effective July 1 enacts reforms consistent with the Model Act; to change provisions relating to the functions of a board of directors; elections of directors; terms for directors; actions without meetings; committees; derivative actions; officers; functions of officers; and resignation and removal of officers.

House Bill 390 signed by the governor March 23 and effective July 1 removes the requirement that benefit corporations file an annual benefit report with the Secretary of State. Benefit corporations still are required to send the annual benefit report to each stockholder and post the report on the corporation’s website.

House Bill 440 signed by the governor March 17 and effective July 1 creates an exception for stock insurers that redomesticate to Idaho from the provisions requiring a domestic insurer to maintain principal place of business and home office in the state.

House Bill 1336 (Public Law No. 170-2016) signed by the governor and effective July 1 requires online name reservations and authorizes series LLCs to file articles of designation for series with separate rights, powers or duties with respect to specific property or obligations.

House Bill 2112 signed by the governor May 17 and effective July 1 amended and recodified the General Corporation Code and the Business Entity Standard Treatment (BEST) Act. New provisions to the Code include allowing bylaws to require internal claims to be brought in Kansas courts and prohibiting bylaws from barring such claims in Kansas courts; notices to persons with claims against dissolved corporations; and ratification of defective corporate acts. Applications for registration of a foreign covered entity no longer will require the name and address of each governor.

House Bill 1226 (Chapter 224) signed by the governor April 26 and effective July 1 exempts from the recordation tax and transfer tax certain transfers of controlling interest between subsidiaries of the same LLC and transfers between an existing subsidiary LLC and a new LLC that have identical ownership.

Senate Bill 10 (Chapter 527) signed by the governor May 19 and effective July 1 increases to $750,000 the minimum gross income amount at which a charitable registration statement must include an audit.

Senate Bill 288 (Chapter 547) signed by the governor May 19 and effective July 1 changes the income tax filing deadline for corporations from March 15 to April 15.

House Bill 819 signed by the governor April 11 and effective July 1 created the small business regulatory flexibility act.

Senate Bill 2447 signed by the governor April 4 and effective July 1 amends charitable registration provisions.

Senate Bill 2483 signed by the governor April 18 and effective July 1 amends requirements for articles of incorporation to include an optional provision or reference to the corporation’s bylaws that require derivative proceedings to be brought in the county where the corporation’s principal office is located consistent with applicable law and jurisdictional requirements.

Senate Bill 2504 signed by the governor April 6 and effective July 1 amends the Secure and Fair Enforcement (SAFE) Mortgage Act.

House Bill 1068 signed by the governor March 15 and effective July 1 permits conversions of nonprofit corporation to profit corporations.

House Bill 1187 signed by the governor March 10 and effective July 1 provides that the Secretary of State may refuse to file any document for any business entity if the document contains any letter combination that carries connotations offensive to good taste and decency, or consists of immoral, deceptive, or scandalous material.

Senate Bill 1566 signed by the governor April 27 and effective July 1 permits the Secretary of State to extend by 90 days the deadline for a charitable registration renewal.

Senate Bill 1871 signed by the governor March 24 and effective July 1 specifies that corporations, nonprofit corporations and LLCs administratively dissolved by expiration of their period of duration may reinstate within three (3) years by amending their charter to extend their duration or to set their duration to perpetual.

House Bill 234 (Chapter 383) signed by the governor March 11 and effective July 1 establishes procedure for actions of the board of directors of a non-stock corporation without a meeting.

House Bill 918 (Chapter 287) signed by the governor March 7 and effective July 1 authorizes LLCs to provide members with access to LLC records as an electronic record on a network or system.

House Bill 955 (Chapter 288) signed by the governor March 7 and effective July 1 amends the LLC Act to locate into a new article all existing provisions related to the formation of a LLC by entity conversion; brings the current business entity conversion provisions in the Business Trust Act into alignment with the entity conversion provisions of the LLC act; and provides for the reorganization of an LLC in bankruptcy, as is provided for Virginia stock and non-stock corporations.

Senate Bill 688 (Chapter 275) signed by the governor March 7 and effective July 1 permits LLCs to designate as registered agent an officer defined as an employee other than a member or manager who is available during regular business hours at the registered office to accept service of process, notice or demand.

Assembly Bill 837 (Act 295) signed by the governor March 30, published March 31 and effective July 1 governs the creation and operation of partnerships including limited liability partnerships (LLPs) effective July 1, 2018. Partnerships may elect to be governed by the new law earlier than June 1, 2018 and may choose to continue to be governed by prior law until July 1, 2018.