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The Quarterly Users Meeting – Part II

PartThis is the second part of a two part blog.  Read the first part here, where I discuss increased state involvement in the small commercial registered agent community.

Each quarter, the State of Delaware holds a meeting between the administrators at the Division of Corporations and online agents (the Users of state services).  Through these meetings, agents learn about changes on the horizon with the State, and the State learns about issues agents face in delivering services to the legal community.  When we discuss the “Delaware Advantage” in corporate law, these meetings are a part of what helps set Delaware apart from other states.

Legislative Changes:  Sustainability and Transparency Standards Act

Many new legislative changes were reviewed.  One that I found particularly interesting was HB 310, the Certification of Adoption of Sustainability and Transparency Standards Act.  This Act provides a means to allow entities to file documents with the state related to their efforts of Sustainability and Transparency.  In this way, a good corporate citizen may want to file documents with the state to certify their corporate citizenship.  The state will launch a searchable database for these filings on October 1, available to agents and to the public in general later in the summer.

Legislative Changes:  Updates to LLC Law

There were quite a few changes to Delaware LLC Law which take into effect on August 1.  An excellent summary article can be found here (thanks to Richards Layton and Finger for writing, and also thanks to Harvard Law School for publishing).  There are three important changes associated with this act:

  • Allows for an LLC to be split. Careful as this can multiply costs of filing and maintenance.
  • Allows for the creation of a Public Benefit LLC (similar to Public Benefit Corporations).
  • Allows for the creation of registered series LLCs, which seeks to improve some of the series LLC laws.

Josh Twilley, President

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Legislative Changes – March 2018

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.March

March 2018 Legislative Highlights

Idaho HB 379 was signed by the governor March 1, 2018, and relates to nonprofit corporations. The bill amends the nonprofit corporation law to require only one incorporator to sign the articles of incorporation upon formation. The bills become effective July 1, 2018. To view the entire bill: ID HB379

Indiana SB 180 was signed by the governor March 13, 2018, and relates to the Business Organization Code and Transactions Act. The bill changes the required information submitted in filings to the Secretary of State, qualification/registration of foreign entities, use of business entity names and administrative dissolution. A business entity can apply for reinstatement within 5 years after the date of dissolution or active status revocation. The bill is retroactively effective January 1, 2018. To view the entire bill: IN SB180

New Mexico SB 225 was signed by the governor March 1, 2018, and relates to the biennial report due date for corporations. Effective July 1, 2018, the biennial report for a corporation will be due the 15th day of the fourth month after the end of the corporation’s tax year. To view the entire bill: NM SB225

Tennessee SB 1942 was signed by the governor on March 16, 2018, and relates to partnerships filed pursuant to the Uniform Limited Partnership Act. The bill requires limited partnerships to be in good standing with the Department of Revenue, with all fees, taxes and penalties current, before certain filings can be executed. In addition, the bill requires additional information be provided for certain partnership filings. The bill became effective March 16, 2018. To view the entire bill: TN SB1942

Utah HB 186 was signed by the governor on March 19, 2018, and enacts the Benefit Limited Liability Company Act. The bill provides for the formation of a benefit company, addresses the termination of a benefit company, requires a benefit company to adopt a purpose of creating general public benefit, establishes standards of conduct, creates a right of action and requires a benefit company to prepare, distribute, and make public an annual benefit report. The bill becomes effective May 8, 2018. To view the entire bill: UT HB186

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