Amanda No Comments

Legislative Changes in Nevada

Below is information we recently received through the National legislative changes in nevadaPublic Records Research Association (NPRRA) concerning legislative changes in Nevada. As an active member of the NPRRA, one of the many benefits is the continuous flow of information such as this between members regarding changes in policy, law, and processing of public records searching and filing across the US.

Notice of 2017 Legislative Impacts The 2017 Legislative session imposed several changes to certain requirements within Title 7 of the Nevada Revised Statutes. Below is a highlight of the changes. For further information and a complete list of bills, please refer to the Nevada Legislature website at: https://www.leg.state.nv.us

Assembly Bill 6 – Effective July 1, 2017 Removes an exemption from the requirement to obtain a state business license for businesses whose primary purpose is to create or produce motion pictures.

Assembly Bill 123 – Effective October 1, 2017 Revises provisions governing initial and annual lists and revises provisions relating to a series created by a limited-liability company. Each new business entity subject to Title 7 of the Nevada Revised Statutes shall file an initial list at the time of filing its organizational documents. If an amended list is filed within 60 days after the initial list is filed, the business entity shall not be required to pay a fee. If the articles of organization or operating agreement of a limited-liability company creates one or more series, the registered agent of the company shall be deemed to be the registered agent for each series of the limited-liability company. Each series may be served with any legal process, notice or demand required or authorized by law by serving the registered agent of the limited-liability company which authorized the creation of the series.

Senate Bill 41 – Effective October 1, 2017 Revises provisions governing the examination of the records required to be maintained by registered agents and revises the provisions governing the examination of records required to be maintained by certain business entities. The Secretary of State may conduct periodic, special or any other examinations of any records required to be maintained pursuant to this chapter or any other provision of NRS pertaining to the duties of a registered agent as the Secretary of State deems necessary or appropriate to determine whether a violation of this chapter or any other provision of NRS pertaining to the duties of a registered agent has been committed. Upon the request of the Secretary of State, a limited liability company shall provide the Secretary of State with the name and contact information of the custodian of records, if different from the registered agent for such company. Each limited partnership shall continuously maintain a principal office in this State, which may but need not be a place of its business in this State, or a custodian of records whose name and street address is available at the limited partnership’s registered office. A limited partnership shall maintain at its principal place of business in this State or with the custodian of records a current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order.

Assembly Bill 423 – Effective January 1, 2018 The Secretary of State shall work in consultation with the Nevada Commission for Women to design and conduct an annual survey of businesses in this State for the purpose of collecting data and information related to issues of gender equality in the workplace. The survey shall be offered through the state business portal at the time the business submits an online application or renewal for a state business license. The Secretary of State shall make the voluntary responses electronically available and searchable on the Internet website of the Office of the Secretary of State and shall annually compile the responses into a report and submit the report to the Governor and to the Director of the Legislative Counsel Bureau.

Assembly Bill 436 – Effective January 1, 2018 The Secretary of State shall ensure that the state business portal enables a person who applies for the issuance or renewal of a state business license to indicate whether the applicant is a minority-owned business, a woman-owned business or a veteran-owned business and shall provide information electronically concerning programs to provide financing for small businesses and information concerning the process by which the business may become certified as a disadvantaged business enterprise. The Secretary of State shall include and maintain the same information on its Internet website. The Office of Nevada Secretary of State

If you have any questions about how the legislative changes in Nevada may affect you or if you need assistance with forming or maintaining your entity in Nevada, please don’t hesitate to contact us.

Amanda No Comments

Florida State Offices Close in Preparation of Hurricane Irma

Florida State Offices Closure Notice for Friday, September 8th:  Governor Rick Scott has directed all state offices in all Florida State Offices Close67 counties to be closed in preparation for Hurricane Irma.  The Florida Division of Corporations hopes to resume normal business hours on Monday, September 11th. If you have any questions about how this closure may affect any work you may have pending in Florida, please email us at info@incserv.com or call 800.346.4646.

09/08/2017 12:30 PM (ET) Update: The Secured Transaction Registry (UCC Filings) has closed today and Monday. They are tentatively scheduled to reopen Tuesday, depending upon the weather.

09/11/2017 8:00 AM (ET) Update: Florida state offices remain closed today and hope to resume normal business hours tomorrow.

Please note – if you have business that involves the Southern United States, you may wish to contact a Client Services Representative to see if Hurricane Irma or the remnants of Hurricane Harvey will have an impact on your service.

Gennine No Comments

Delaware House Bill 175 Passed

Delaware House Bill 175, passed on July 2nd, alters various fees assessed by the Delaware Secretary of State.  The Bill Synopsis is as follows:

“This Act alters various fees assessed by the Delaware Secretary of State. The Act provides that most changes to the fees and taxes assessed will take effect on August 1, 2017; however increases to the maximum franchise tax and the late penalty for the filing of an annual franchise tax report shall take effect for the tax year beginning January 1, 2017, and the increase of the assumed par value multiplier for calculation of the corporate franchise tax and the authorized shares multiplier for corporations with greater than 10,000 authorized shares for calculation of the corporate franchise tax shall take effect for the tax year beginning on January 1, 2018.”

Click here to read Delaware House Bill 175 in detail.

If you have any questions or need assistance with annual reports or franchise taxes, please do not hesitate to contact us.

Amanda No Comments

Legislative Changes in Washington Take Effect This Month

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA).  One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA.

Washington has enacted the following business entity legislation (Laws of 2017), effective July 23, 2017.  Amendments relevant to corporate services:

Senate Bill 5011

Business Corporation Act Amendments:

  • Authorizes ratification of defective corporate acts, including over-issuances of stock, with a related required filing of a Articles of Validation if the defective act that is validated required a filing to be made.
  • Authorizes parent/subsidiary mergers with a subsidiary surviving (i.e. downstream short form mergers).

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5011.PL.pdf

Senate Bill 5040

Business Organizations Code Amendments:

  • Revises contents of foreign entity status certificates issued by the Secretary of State.
  • Revises contents of business corporation Annual Reports.
  • Clarifies that the tax clearance requirement upon foreign withdrawal applies to only foreign corporations.

Partnership Law Amendment:

  • Requires LLPs to file an Annual Report instead of an Annual Notice.

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5040.PL.pdf

Gennine No Comments

Illinois Makes Changes to Limited Liability Company Act

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA). One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA.

Illinois Secretary of State has issued changes to their Limited Liability Company (LLC) Law.  Effective 7/1/2017.

To read the Administrative Changes of Note issued by the Illinois Secretary of State click here:
Administrative Changes of Note to the LLC Law

To read the HB 4361 in its entirety:
http://www.ilga.gov/legislation/publicacts/99/PDF/099-0637.pdf

If you have questions or need assistance, feel free to contact us or call 800-346-4646.

Amanda No Comments

Business Law Changes in Vermont & Connecticut – Effective July 1st

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA).  One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA.

Please see below for details about the business law changes in Vermont and Connecticut that will take effect on July 1, 2017.

Vermont House Bill 868, Laws of 2016, effective July 1, 2017, has amended the Business Corporation Act as follows:

 

  • Authorizes domestic corporations to convert to a wide variety of domestic entities, and such domestic and foreign entity types to convert to a domestic corporation.
  • Expands the types of entities with which domestic corporations are authorized to merge.
  • Authorizes domestic corporations to domesticate to a foreign corporation, and a foreign corporation to domesticate to domestic corporation.
  • Omits specific reference to parent/subsidiary (short form) mergers.

The Bill may be accessed at:  http://legislature.vermont.gov/assets/Documents/2016/Docs/BILLS/H-0868/H-0868%20As%20Passed%20by%20Both%20House%20and%20Senate%20Official.pdf (see Sections E.1. & E.2. of the Bill)

 

Connecticut House Bill 5259, Laws of 2016, as further amended by House Bill 7311, Laws of 2017, has enacted a new LLC law, effective July 1, 2017.  The new law repeals the old law as of the effective date so the new law applies to all LLCs as of that date.  The following sets forth changes as affecting our services and materials:

 

Name

  • Expands protection of name to all entity types on record (formerly, just corporations, LLCs & LPs).
  • Removes protection of administratively dissolved entity names.
  • Provides that entity indicators (e.g. Corp.) are not to be considered by the Secretary of State as a sufficiently distinguishing element between names.
  • Does not provide for renewability of name reservations.
  • Authorizes foreign LLC name registration for renewable one-year periods.

Annual Report

  • Changes the Annual Report due date to April 1 for all LLCs (formerly, the anniversary month of formation or registration).  The State advised that filing in 2017 will proceed under the current requirement.  Accordingly, the first returns and payments to which the new requirement applies will be those due on or before April 1, 2018.

Domestic Amendment

  • Requires a domestic amendment filing where a manager or member knows that any information in the Certificate of Organization is inaccurate.

Foreign LLCs

  • Institutes mandatory foreign amendment triggering events for change of name and home state.
  • Revises post-merger filing by requiring the filing of an Application for Transfer of Registration upon merger of a registered foreign LLC into an unregistered foreign entity (formerly, withdrawal and registration of the surviving entity was required).
  • Provides for a $120 filing fee for Foreign Withdrawal (formerly, no fee).
  • Requires a Statement of Withdrawal to be filed for Foreign Withdrawal (formerly, Certificate of Cancellation).

Miscellaneous

  • Generally requires LLC filings to be signed by an authorized person (formerly, by a member or manager).
  • Authorizes delayed effective dates up to 90 days after filing except for formation and foreign registration filings.
  • Authorizes withdrawal of filings made with the Secretary of State before the filing has become effective.
  • Authorizes correction filings.
  • Revises prescribed contents of a Certificate of Organization (no purposes or statement of management) and Certificate of Registration (no purposes).
  • Revises prescribed contents of Annual Reports and status certificates issued by the Secretary of State.

The Bill can be accessed through the following the following link: https://www.cga.ct.gov/2016/ACT/pa/pdf/2016PA-00097-R00HB-05259-PA.pdf .

Amanda No Comments

Rhode Island Amends Nonprofit Corporation Law

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA).  One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA.

Rhode Island House Bill 5647 and Senate Bill 618, effective June 19, 2017, amend the nonprofit corporation law by substituting the supporting document to be filed upon foreign qualification from a copy of the corporation’s charter to a status certificate (e.g. Certificate of Existence).

The State advised that they will be revising their form next week to reflect the new requirement.  However, the new requirement will be enforced immediately.

The Bills may be accessed through the following links.

HB 5647: http://webserver.rilin.state.ri.us/BillText/BillText17/HouseText17/H5647Aaa.pdf

SB 618: http://webserver.rilin.state.ri.us/BillText/BillText17/SenateText17/S0618A.pdf

Gennine No Comments

New GA HB87 – Effective July 1, 2017

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA).  One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA.

Georgia HB87 was signed by Georgia Governor Nathan Deal on May 1, 2017. The bill authorizes the Secretary of State to provide for multiple-year registration for business entities and permits the re-domestication/conversion of foreign and domestic nonprofit corporations. The bill becomes effective July 1, 2017.

Navigate using the below link to view the entire bill: http://www.legis.ga.gov/Legislation/20172018/170630.pdf

If you have questions or need assistance, feel free to contact us or call 800-346-4646.

admin No Comments

Closed – May 30, 2016

All IncServ offices will be closed on Monday, May 30, 2016, in observance of Memorial Day and will resume normal business hours on Tuesday, May 31, 2016 at 8:30 AM (ET).

waving-flag

Have a Safe and Pleasant Holiday Weekend!

Have questions about a specific jurisdiction? IncServ posts a monthly jurisdictional closing blog. To view the full list of closures, click here.

Cullan No Comments

New Florida Law Affects Service of Process

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA). One of the many benefits of this membership is the continuous flow of information from its members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA on Tuesday, September 27, 2016.

Florida Senate Bill 1104 was signed into law by Florida Governor Rick Scott on April 1, 2016. The bill allows a financial institution authorized by state or federal law to designate with the Department of State a place or registered agent as the sole location to receive service of process. Service of Process may be made on any officer, director or business agent of the financial institution at its principal place of business, or at any other branch, office or place of business in the state, if a financial institution has no registered agent. The bill becomes effective January 1, 2017.

Please click here to view the entire bill.

For assistance in Florida contact our office at florders@incserv.com.

The information within this post is intended for general information purposes only. Incserv and its employees cannot offer legal or financial advice. Please consult with your legal counsel for assistance in how this information may or may not affect you and your business prior to making any decisions. The above information (and any attachments) should be judged accordingly.