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ALABAMA

House Bill 2 (Act No. 2014-144) signed by the governor March 11 and effective January 1, 2015 enacted the Alabama Limited Liability Company Law of 2014 which until January 1, 2017 would govern only (i) LLCs formed after January 1, 2015, and (ii) LLCs formed prior to January 1, 2015 that elect to be subject to the provisions of the act, and after January 1, 2017, the new act would govern all LLCs. The bill text can be accessed at http://ali.state.al.us/documents/HB2.pdf

ARIZONA

Senate Bill 1353 signed April 23 and effective January 1, 2015 establishes the Arizona Entity Restructuring Act (AERA) which governs and authorizes business transactions relating to mergers, interest exchanges, conversions, domestications, and divisions. The bill text can be accessed at http://www.azleg.gov//FormatDocument.asp?inDoc=/legtext/51leg/2r/bills/sb1353s.htm&Session_ID=112

CALIFORNIA

Senate Bill 1041 signed by the governor September 29 and effective January 1, 2015 makes various technical, non-substantive and clarifying changes throughout the Corporations Code in preparation for the Secretary of State automated filing system. Among the changes are a foreign LLC that adopts a new name must relinquish an alternate name and reinstatement of a fraudulently terminated business entity is conditioned upon the business entity concurrently submitting for filing an amendment to change its name to eliminate conflict. The bill text can be accessed at http://legis.delaware.gov/LIS/lis147.nsf/vwLegislation/HB 345/$file/legis.html?open

ILLINOIS

Senate Bill 1098 (Public Act No. 98-0776) signed by the governor July 21 and effective January 1, 2015 amends the Business Corporation Act to clarify the liability of directors of a corporation during a period of administrative dissolution. The bill text can be accessed at http://www.ilga.gov/legislation/publicacts/fulltext.asp?Name=098-0776&GA=98

House Bill 5322 (Public Act No. 1042) signed by the governor August 25 and effective January 1, 2015 amends the Common Interest Community Association Act to permit the use of technology in any condominium instrument or any provision of the act concerning notices, signatures, votes, consents, or approvals. The bill text can be accessed at http://www.ilga.gov/legislation/publicacts/98/098-1042.htm

KANSAS

House Bill 2721 signed by the governor May 14 and effective January 1, 2015 harmonizes business entity filing statutes for corporations, LLCs, limited partnerships and LLPs. The bill text can be accessed athttp://kslegislature.org/li/b2013_14/measures/documents/hb2721_enrolled.pdf

A news release posted by the Secretary of State’s office can be accessed athttp://www.kssos.org/other/news_releases/PR_2014/NR_2014-05-06_B.E.S.T._Act_Passes_Unanimously.pdf

LOUISIANA

House Bill 319 (Act No. 328) signed by the governor May 30 and effective January 1, 2015 repeals the existing Business Corporation Law and enacts a Business Corporations Act modeled after the Model Business Corporations Act as recommended by the Louisiana State Law Institute. The bill text can be accessed at http://www.legis.la.gov/legis/ViewDocument.aspx?d=912786

MINNESOTA

Senate Bill 1770 (Chapter 293) signed by the governor with a line item veto on May 28 and effective January 1 relates to government data practices. The bill text can be accessed at https://www.revisor.mn.gov/laws/?id=293&doctype=Chapter&year=2014&type=0

House Bill 2582 (Chapter 172) signed by the governor April 19 and effective January 1, 2015 enacted the Public Benefits Corporation Act. A public benefits corporation must state it is either a general benefits corporation, a general benefits corporation that elects to also pursue specific public benefits, or a specific benefits corporation, and these words or the abbreviations “GBC” or “SBC” must be included in the corporate name. The bill text can be accessed at https://www.revisor.mn.gov/laws/?id=172&doctype=Chapter&type=0&year=2014

MISSISSIPPI

Senate Bill 2322 signed by the governor March 19 and effective January 1, 2015 enacted the Mississippi Entity Conversion and Domestication Act with a fee of $50.00 to file a statement of conversion or statement of domestication and a fee of $25.00 to file a statement of abandonment.. The bill text can be accessed at http://billstatus.ls.state.ms.us/documents/2014/html/SB/2300-2399/SB2322SG.htm

NEW HAMPSHIRE

Senate Bill 215 (Chapter No. 2014-216) signed by the governor July 11 and effective January 1, 2015 authorizes the formation of benefit corporations. The bill text can be accessed at http://www.gencourt.state.nh.us/legislation/2014/SB0215.html

NEW YORK

The Department of State posted a news release that effective January 1, 2015 tax on shares will not be collected when forming a corporation or filing a Certificate of Amendment to a Certificate of Incorporation to increase the number of authorized shares or change the authorized shares, in accordance with Senate Bill 6359 (Chapter 59) enacted March 31, 2014. The news release can be accessed athttp://www.dos.ny.gov/corps/news_archive.htm#2014 and the bill text can be accessed at http://assembly.state.ny.us/leg/?default_fld=&bn=S06359&term=2013&Summary=Y&Text=Y

NEW MEXICO

Senate Bill 110 (Chapter 33) signed by the governor March 7 and effective January 1, 2015 amends the real estate appraisers act to provide for registration of appraisal management companies. The bill text can be accessed at http://www.nmlegis.gov/Sessions/14 Regular/final/SB0110.pdf

TENNESSEE

Senate Bill 884 (Chapter 884) signed May 1 and effective January 1, 2015 exempt certain cooperatives from the Nonprofit Corporation Act. The bill text can be accessed at http://state.tn.us/sos/acts/108/pub/pc0884.pdf

Senate Bill 1505 (Chapter 899) signed by the governor May 9 and effective January 1, 2015 revises the Nonprofit Corporation Act regarding notices, filing requirements, filing fees, indemnification and liability, actions without a meeting, proxies, inspectors of election; the exercise of powers of directors, liability for unlawful distributions, duties of officers, removal of officers, conflict of interest, charter and bylaw amendments, mergers, membership exchanges and conversions, transfers of assets, and other provisions. The bill text can be accessed at http://state.tn.us/sos/acts/108/pub/pc0899.pdf

Legislation effective January 1, 2015