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Multiple States – Legislation Effective January 1, 2016

Legislation Effective January 1, 2016

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House Bill 92 (Act No. 2015-195) signed by the governor May 18 increases certain fees, licenses and charges collected by the Commissioner of Insurance.


Assembly Bill 506 (Chapter 775) signed by the governor October 11 makes changes to the Revised Uniform Limited Liability Company Act (RULLCA) which applies to LLCs formed after January 1, 2014 and to the Revised Uniform Limited Partnership Act (RULPA). A requirement for all LLC members to approve a merger or conversion or amendment of the LLC operating agreement is eliminated.  A LLC is required to indemnify an agent to the extent the agent has been successful on the merits in defense or settlement of any claim, issue or matter if the agent acted in good faith and in a manner that the agent reasonably believed to be in the best interests of the LLC and its members.  The bill also clarifies that a limited partnership is formed when partners enter into a partnership agreement before or after the filing of a Certificate of Limited Partnership.

Assembly Bill 557 (Chapter 363) signed by the governor September 30 establishes an administrative dissolution process and an administrative surrender process for nonprofit and foreign corporations.

Assembly Bill 792 (Chapter 56) signed by the governor July 6 amends the nonprofit public benefit corporation and nonprofit religious corporation laws relating to investment standards.

Assembly Bill 1471 (Chapter 189) signed by the governor August 12 makes clarifying and non-substantive changes in the Corporations Code in preparation for the Secretary of State’s automated filing system, including limits on renewals of name reservations, requiring certificates of conversion to include the  converted entity’s agent for service of process, and requiring LLC managers to sign a certificate of cancellation of articles of organization upon the completion of the winding up affairs of the LLC rather than the persons who filed the certificate of dissolution.

Assembly Bill 1517 (Chapter 190) signed by the governor August 12 amends existing law reflecting the merger of the Department of Financial Institutions (DFI) and the Department of Corporations (DOC) into the Department of Business Oversight (DBO).


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


Senate Bill 68 (Chapter 148) signed by the governor August 7 creates the Online Privacy and Protection Act which expands legal protections available under state law to individuals, particularly children, relating to online and digital activities.

Senate Bill 113 (Chapter 112) and Senate Bill 120 (Chapter 113) were signed by the governor July 22 and amend the Regulatory Transparency and Accountability Act to require each agency to submit a regulatory impact statement to the Registrar of Regulations; require the Registrar of Regulations to transmit impact statements to the appropriate standing committee of the General Assembly; expand the definition of small business; and require adoption of guidelines to assist agencies.


House Bill 3369 (Public Act 15) signed July 10 amend certain residential mortgage licensing provisions.

House Bill 3887 (Public Act 370) signed by the governor August 14 amends the Business Assistance and Regulatory Reform Act to require state agencies to identify rules, regulations and processes unreasonable or unduly burdensome to small business which is defined as independently owned with 50 or fewer employees and gross annual sales of $4 million or less.

House Bill 3910 (Public Act No. 104) signed by the governor July 22 amends the title insurance act with respect to registration of agents.


House Bill 1015 (Public Law No. 93) signed by the governor April 30 authorizes benefit corporation filings.


Assembly Bill 480 (Chapter 477) signed by the governor June 9 revising provisions governing the licensing and regulation of escrow agents, escrow agencies, mortgage brokers, mortgage agents and mortgage bankers.


Senate Bill 9 (Chapter 2015-274) signed by the governor September 16 contingent upon an override of budget veto of HB 1 & 2 among other provisions reduces the rates of business profits tax and business enterprise tax.

Senate Bill 223 (Chapter 188) signed by the governor July 6 amends name availability standards for business organizations to retain “not distinguishable from or is the same as” and delete “or likely to be confused with or mistaken for”.


House Bill 1219 signed by the governor March 13 permits entities to include in their annual report a statement of voluntary disclosure of beneficial ownership.


House Bill 32 signed by the governor June 18 amends franchise tax rates from 1.0% to 0.75%; from 0.5% to 0.375% for retailers and wholesalers; and from 0.575% to 0.331 for E-Z computation for entities with revenue less than $20 million.

Senate Bill 1049 signed by the governor June 4 requires the secretary of state to waive all filing fees imposed under the Business Organizations Code and exempts from franchise tax an entity that is a new veteran-owned business until the earlier of the fifth anniversary of the date on which the entity was formed or the date the entity ceases to qualify as a new veteran-owned business.

House Bill 2891 signed by the governor June 17 requires limited partnerships and professional associations to submit Public Information Reports to the Comptroller with annual franchise tax returns and removes the requirement for these entities to file periodic reports with the Secretary of State.


Senate Bill 5030 (Chapter 188) signed by the governor May 7 repeals the existing LLC act passed in 1994 and creates a new LLC act to bring Washington’s laws in line with similar laws in leading states and with current LLC business practices.