Many states have new business legislation taking effect during the month of July. Please see below for summaries of the laws that will go into effect in July.
ARKANSAS
Effective Date: July 31, 2017
Entities Affected: Cooperative Corporations
House Bill 2087, effective July 31, 2017, amends the law governing cooperative corporations to expand the permitted purposes and powers and to allow for perpetual duration. View the bill text.
Effective Date: July 31, 2017
Entities Affected: Corporations
Senate Bill 421, effective July 31, 2017, amends the business corporation act to authorize corporations to provide annual financial statements to shareholders by email or fax, under certain circumstances. View the bill text.
CONNECTICUT
Effective Date: July 1, 2017
Entities Affected: LLCs
House Bill 5259, effective July 1, 2017, enacts a new LLC and repealed the old law. Therefore, the New Act will apply to all domestic and foreign LLCs registered in the state as of the above effective date. View the bill text.
FLORIDA
Effective Date: July 1, 2017
Entities Affected: Various
House Bill 169, effective July 1, 2017, amends Florida’s fictitious names statute by, among other things: (1) clarifying that a foreign business entity must be in active status with the Division of Corporations to file a fictitious name; (2) clarifying who the registrant (or registrants) are when a general partnership registers a fictitious name; (3) clarifying the terms during which initial and renewal fictitious name registrations will be effective; (4) prohibiting the use of entity designators for LPs, LLPs, LLCs, Pas, and PLLCs unless the registrant is in fact an entity of that type; and (5) changing the penalty for failing to comply with the fictitious name statute from a misdemeanor to a noncriminal violation. View the entire bill on the State website.
GEORGIA
Effective Date: July 1, 2017
Entities Affected: All Business Entities
House Bill 87, effective July 1, 2017, authorizes the Georgia Secretary of State to adopt rules and regulations that will allow annual reports to be valid for up to three years for all business entity types, and also enacts provisions that allow domestic nonprofit corporations to convert/domesticate into foreign nonprofit corporations and vice-versa. View the entire bill on the State website.
Effective Date: July 1, 2017
Entities Affected: Corporations, Bank and Trust Companies
House Bill 192, effective July 1, 2017, deals with duties of directors and officers of corporations and bank and trust companies, and their liability for their actions as such. View the entire bill on the State website.
Effective Date: July 1, 2017
Entities Affected: Insurance Companies
Senate Bill 173, effective July 1, 2017, makes numerous changes to Georgia’s laws regarding captive insurance companies, and among other things allows captive insurance companies to be formed as either corporations or LLCs. View the entire bill on the State website.
HAWAII
Effective Date: July 5, 2017
Entities Affected: Nonprofits
House Bill 1027, effective July 5, 2017, allows Hawaii nonprofit corporations to convert to foreign nonprofit corporations and vice versa. View the entire bill.
IDAHO
Effective Date: July 1, 2017
Entities Affected: Insurers
House Bill 102, effective July 1, 2017, requires insurers to file a corporate governance annual disclosure with the insurance director. View the entire bill on the State website.
Effective Date: July 1, 2017
Entities Affected: Insurers
House Bill 102, effective July 1, 2017, requires insurers to file a corporate governance annual disclosure with the insurance director. View the entire bill on the State website.
ILLINOIS
Effective Date: July 28, 2017
Entities Affected: LLCs
House Bill 4361, which was approved by the Governor July 28, 2016 and effective July 1, 2017, substantially amends the LLC Act. Among other changes the new law permits oral and implied operating agreements; provides that an LLC is member-managed unless its operating agreement provides otherwise; provides that a member is not an agent of the LLC solely by reason of being a member; permits fiduciary duties to be eliminated or restricted in the operating agreement; permits a court to order a buyout rather than judicially dissolving an LLC; provides new procedures for conversions and mergers; authorizes domestications; permits the filing of a Statement of Authority and a Statement of Denial; provides that the Articles of Organization and Annual Report must contain the names of only those members with the authority of a manager; eliminates the duty of an LLC to buy the interest of a dissociated member; requires the filing of a Statement of Termination following the winding up of a dissolved LLC; protects the name of an administratively dissolved LLC for 3 years after dissolution; changes and clarifies the inspection rights of members, transferees, and dissociated members; provides that an LLC is bound by the operating agreement whether or not it is named as a party; and provides that a charging order constitutes a lien on the judgment debtor’s distributional interest. View the entire bill on the State website.
MARYLAND
Effective Date: July 1, 2017
Entities Affected: Financial Licensees
House Bill 182, effective July 1, 2017, requires seven categories of licensees (check cashers, collection agencies, consumer lenders, debt management companies, installment lenders, credit service businesses, and sales finance companies) to register with the Nationwide Mortgage Licensing System as part of their initial and renewal licensing process going forward. View the entire bill.
Effective Date: July 1, 2017
Entities Affected: LLCs
House Bill 363/Senate Bill 111, effective July 1, 2017, provide for a possible exemption from transfer and recordation taxes when real property is transferred by a sole proprietor to an LLC and the sole proprietor is the only member of the LLC. View the entire bill.
MISSISSIPPI
Effective Date: July 1, 2017
Entities Affected: Various
Senate Bill 2327, effective July 1, 2017, enacts newly revised requirements regarding signatures and other filing requirements; allows for a 120-day period for correcting certain filed documents; and provides various revisions concerning conversion and domestication filings. View the entire bill on the State website.
Effective Date: July 1, 2017
Entities Affected: Corporations
Senate Bill 2350, effective July 1, 2017, eliminates the 10-year term limit for voting trusts and revises the activities in which a corporation that has been administratively dissolved may carry on. View the entire bill on the State website.
NEVADA
Effective Date: July 1, 2017
Entities Affected: Various
Assembly Bill 13, effective July 1, 2017, officially changes the name of the “State Business Registration” to the “State Business License”. View the entire bill on the state website.
VIRGINIA
Effective Date: July 1, 2017
Entities Affected: Corporations
House Bill 2230, effective July 1, 2017, allows meetings of shareholders of stock corporations to be held remotely rather than at a specific place, and clarifies that a provision relating to the ability of 20 percent of shareholders of a stock corporation with 35 or fewer shareholders of record to call a meeting only applies to corporations that are not public View the entire bill on the State website.
Effective Date: July 1, 2017
Entities Affected: Reciprocal Insurance Companies
Senate Bill 1158, effective on July 1, 2017, requires that reciprocal insurance companies must be licensed and have a certificate of authority before conducting insurance business in Virginia. View the entire bill on the State website.
WASHINGTON
Effective Date: July 23, 2017
Entities Affected: Corporations
Senate Bill 6205, effective July 23, 2017, Senate Bill 5011, effective July 23, 2017, amends the Business Corporation Act regarding validation of defective corporate acts, venue of internal corporate proceedings, disposition of assets, definitions, voting trusts, shareholder agreements, mergers and significant business transactions. View the entire bill on the State website.
Effective Date: July 23, 2017
Entities Affected: All business entities
Senate Bill 5040, effective July 23, 2017, amends (i) the Business Organizations Code regarding certificates of existence, initial annual reports and foreign entity withdrawal; (ii) the Business Corporation Act regarding annual license fee delinquency; and (iii) the partnership law regarding LLP annual reports. View the entire bill on the State website.
WEST VIRGINIA
Effective Date: July 7, 2017
Entities Affected: State fees
Senate Bill 547, effective July 7, 2017, amends certain Secretary of State fees. View the entire bill on the State website.
Effective Date: July 6, 2017
Entities Affected: Corporations
Senate Bill 490, effective July 6, 2017, amends the business corporation law regarding officers' standard of conduct. View the entire bill on the State website.
Effective Date: July 6, 2017
Entities Affected: All Business Entities
House Bill 2767, effective July 6, 2017, amends the Business Corporation Act regarding service of process. View the entire bill on the State website.
Effective Date: July 6, 2017
Entities Affected: Corporations
Senate Bill 602, effective July 6, 2017, amends the Regulation of Trade chapter by transferring administration of sole proprietorship, individual and general partnership trade names from the county level to the Secretary of State. View the entire bill on the State website.
WYOMING
Effective Date: July 1, 2017
Entities Affected: All Business Entities
House Bill 22, effective July 1, 2017, provides revisions to the requirements for each business entity’s designated communications contact, including specific exclusions of the entity’s registered agent or employees of the registered agent as that designated communications contact unless that registered agent is an officer, director, member, manager, partner or trusty of the entity. View the entire bill on the State website.
Effective Date: July 1, 2017
Entities Affected: LLCs
Senate Bill 100, effective July 1, 2017, provides revisions to the definition of membership majority for LLCs and repeals the requirement that the distributions of assets upon winding up of the LLC be paid in money. View the entire bill on the State website.
Effective Date: July 1, 2017
Entities Affected: Various
House Bill 23, effective July 1, 2017, permits the Secretary of State to send certain notices via first class mail and/or electronic means, allows the Secretary of State to return rejected documents within 15 days instead of five days, and eliminates the publication of notice that a LLP’s registration has lapsed. View the entire bill on the State website.
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For informational purposes only; content does not constitute legal advice.