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Corporate State Legislature Updates

Submitted by UCS on July 13, 2020

Below are the latest legislative updates.

The State of Delaware has passed 4 pieces of legislation regarding name distinguishability, types of foreign entities that may be a registered agent, registered agent resignations, and general housekeeping. HB341 (Corporations), HB342 (Partnerships), HB343 (Limited Partnerships), and HB344 (LLCs) have passed the Delaware legislature and are awaiting signature of the Governor, which is expected by the end of this month. SB244 (Statutory Trusts) is expected to pass as well.

SB115 passed effective 7/1/2020. Changes name of Personal Property Report to Annual Report, changes requirements for corporations with > $5,000,000 sales or operating budget.

HB1156 – Revised Law on Notarial Acts – has passed and is awaiting the Governor’s signature.

SB2510 revising the administrative revocation provisions for foreign LLCs was signed, enacted 6/23/2020.

The Montana Revised Corporations Act (MT SB0325), which was passed in 2019, became effective June 1, 2020. Several changes were enacted, including penalties for false signing of documents, ratification of defective corporate actions, amongst others. Of particular note, Section 35-14-120(9) requires electronic filing. Although it does permit the SOS to authorize exceptions, we have recently been informed that the MT SOS will no longer allow paper filings, except for Mergers.

New York
NY Senate Bill 4278 – Women on Corporate Boards Study requires Biennial Statements of all business corporations formed or registered in the State of New York to disclose the number of directors constituting the board of directors and how many of them are women. This requirement became effective 6/27/2020.

Rhode Island
Effective July 1, 2020, obtaining tax clearance for domestic corporations and Limited Liability Companies filing a dissolution, merger, conversion and foreign withdrawal will no longer be necessary. This involved obtaining and filing a Letter of Good Standing from the Division of Taxation.

The State of Tennessee has passed SB1754 clarifying business filing requirements, changing the timing of Annual Report filings, authorizing the Secretary of State to prescribe mandatory forms & filing methods, and general housekeeping.

HB1149 – Effective 7/1/2020. Clarification and Technical Changes to the VA Stock Corporation Act, including Conversions, Validations.

SB6037 – Effective 6/11/2020. Women on Corporate Boards Act requires public companies to have a gender-diverse Board of Directors.

SB6028 – Effective 6/11/2020. Updates for Blockchain, electronic records and signatures, electronic notarizations, electronic filing.

Contact a Client Service Representative to discuss the latest changes or request the most recent application where applicable for your state filings.