ARKANSAS

House Bill 2044 (Act No. 727) signed by the governor March 28 and effective January 1, 2018 amends charitable registration requirements for filing with the Secretary of State.

CALIFORNIA

Senate Bill 2 signed by the governor and effective September 29 establishes the Building Homes and Jobs Trust Fund as a permanent funding source for affordable housing through a $75.00 fee on real estate transaction documents starting January 1, 2018. The fee is capped at $225.00 per transaction and exempts real estate sales.

Senate Bill 813 (Chapter 2017-288) signed by the governor September 25 and effective January 1, 2018 updates the Voluntary Disclosure Program (VDP) and allows the Franchise Tax Board to waive the S-corporation or partnership late filing penalty as part of a VDP agreement.

Assembly Bill 794 (Chapter 2017-349) signed by the governor September 28 and effective January 1, 2018 relates to requests to correct indexing errors in county recorder offices.

Assembly Bill 976 (Chapter 2017-319) signed by the governor September 27 and effective January 1, 2018 expands permissive electronic filing of court documents and service of process and clarifies rules about electronic signatures, timing, notice and transmission.

Assembly Bill 1535 (Chapter 2017-721) signed by the governor October 12 and effective January 1, 2018 allows for inclusion of a separate shareholder agreement in articles of incorporation to more effectively plan and execute future dissolutions or shareholder restructuring of corporations.

DELAWARE

House Bill 175 (Chapter 53) signed by the governor and effective July 2 alters various fees assessed by the Secretary of State. 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.

Senate Bill 40 with Senate Amendment 1 (Chapter No. 119) signed by the governor August 2 and effective January 1, 2018 enacted the NAIC Corporate Governance and Annual Disclosure Act for Delaware domiciled insurance companies regulated by the Commissioner of Insurance.

GEORGIA

House Bill 337 (Act NO. 257) signed by the governor May 9 and effective January 1, 2018 enacted the State Tax Execution Modernization Act including a statewide system for filing notices of state tax executions issued by the Commissioner of Revenue against real and personal property.

ILLINOIS

House Bill 2713 (Public Act No. 486) signed by the governor September 8 and effective January 1, 2018 amends business entity statutes to (1) establish expedited service fees under the Uniform Partnership Act; (2) prohibit a LLC from using the name of a domestic corporation that has been administratively dissolved until three (3) years have elapsed following the date of issuance of the certificate of dissolution; and (3) modifies corporation annual report requirements concerning the aggregate number of shares the corporation has authority to issue and an extended filing month.

INDIANA

House Bill 1308 (Public Law No. 78-247) signed by the governor April 13 and effective January 1, 2018 eliminates the requirements for professional corporations to provide a certificate of registration from the licensing board to the Secretary of State.

Senate Bill 443 signed by the governor April 21 and effective January 1, 2018 enacts provisions of the Uniform Business Organization Code including the Model Registered Agents Act and the Model Entity Transactions Act; requires LPs and LLPs to file biennial reports with the Secretary of State; establishes new filings for domestication, interest exchange, conversion and registration of a commercial registered agent; and establishes a preclearance fee of $10.00.

Senate Bill 505 signed by the governor April 21 and effective January 1, 2018 adds the Uniform Real Property Electronic Recording Act which provides an electronic signature satisfies a legal requirement that a document be signed, notarized, acknowledged or verified, and effective July 1, 2017 changes the amounts and distribution of recording fees including a statutory fee for bulk form copies of $0.10 per copy of a recorded document and $0.10 per recorded document for a copy of indices.

MINNESOTA

The Secretary of State reminded all Minnesota LLCs formed prior to August 1, 2015 that they will become subject to Chapter 322C beginning January 1, 2018 as Chapter 322 B is repealed. In 2014 the legislature enacted the Revised Uniform LLC Act which took effect August 1, 2015 and enabled existing LLCs to elect to be governed under the new act or to remain under the prior LLC law Chapter 322B until January 1, 2018. Customers with LLCs formed prior to August 1, 2015 should review LLC operating agreements for compliance with internal governance requirements under Chapter 322C.

NORTH CAROLINA

Senate Bill 578 (Session Law 2017-90) signed by the governor June 30 and effective January 1, 2018 requires the Secretary of State to collect information on business entity annual reports that voluntarily indicates whether the entity is a veteran-owned small business or service-disabled veteran-owned small business.

OREGON

House Bill 2191 signed by the governor August 16 and operative January 1, 2018 amends business entity statutes to, among other things, prohibit issuance of bearer shares by a corporation; prohibit a principal office from being a commercial mail receiving agency, a mail forwarding business or a virtual office; and authorize the Secretary of State to investigate alleged or potential violations of statutes including shell entities.

Senate Bill 485 (Chapter 336) signed by the governor June 4 and effective January 1, 2018 amends provisions related to professional corporations organized for the purpose of practicing medicine.

RHODE ISLAND

Senate Bill 676 (Public Law 2017-370) signed by the governor October 4 and effective January 1, 2018 enacts a new Chapter 6.2 of Title 7 of the General Laws entitled Corporations, Associations and Partnerships to enable a corporation to elect to be governed as a workers’ cooperative in its certificate of incorporation or an amendment thereto.

TENNESSEE

Senate Bill 438 signed by the governor May 25 and effective January 1, 2018 enacts the Uniform Limited Partnership Act of 2017 to govern LPs, LLLPs and foreign LLPs created on or after January 1, 2018 and existing LPs formed under the 1988 law that elect to be governed by the new act

Legislation Effective January 1, 2018