Legislation Effective July 1, 2017
House Bill 169 (Chapter 2017-47) signed by the governor June 2 and effective July 1 amends the fictitious name registration act to repeal the sworn statement, clarify requirements and time periods for registration, renewal and cancellation, and prohibit use of business entity endings.
House Bill 87 (Act No. 47) signed by the governor May 1 and effective July 1 authorizes the Secretary of State to provide for annual registration of business entities to be valid for a period up to and including three (3) years and permits conversions of foreign corporations to domestic corporations and conversions of domestic corporations to foreign corporations.
House Bill 54 (Session Law Chapter 34) signed by the governor February 22 and effective July 1 corrects oversights from the 2015 enactment of the Business Organizations Code to clarify certain fee names and remove fees that are no longer charged.
Senate Bill 1091 (Chapter 100) signed by the governor March 20 and effective July 1 amended a drafting error in the Limited Liability Company Act regarding events causing LLC dissolution.
Senate Bill 90 signed by the governor April 21 and effective July 1 prohibits a business entity that is not a cooperative entity from using the term “cooperative” or “co-op” in its entity name or advertising.
House Bill 4361 (Public Act No. 637) signed by the governor July 28 and effective July 1, 2017 amends the Limited Liability Company Act to, among other things, update conversion, merger and domestication provisions; permit filing of a statement of authority or limitation of authority to execute instruments transferring real property or to enter into other transactions on behalf of the LLC; permit filing of a statement of termination after winding up a dissolved LLC; expand the scope of operating agreements; and protect LLC names for 3 years after administrative dissolution.
House Bill 363 (Chapter 64) signed by the governor April 11 and effective July 1 exempts from recordation and transfer taxes the transfer of real property from a sole proprietorship to a limited liability company if the LLC’s sole member is identical to the converting sole proprietor. The cross-filed Senate Bill 111 (Chapter 63) was signed by the governor April 11.
Senate Bill 2327 signed by the governor March 8 and effective July 1 amends requirements for conversion and domestication including the time period to correct a filed document.
Senate Bill 2350 signed by the governor March 20 and effective July 1 amends the business corporation act to clarify that a voting trust agreement is valid for the duration of the agreement and that an administratively dissolved corporation continues its existence but may not carry on business except to wind up and liquidate the business and notify claimants.
Assembly Bill 13 (Chapter 5) signed by the governor March 30 and effective July 1 changes the name of “state business registration” to “state business license” to be obtained at the time of filing the initial or annual list.
Senate Bill 124 (Session Law No. 2016-140) signed by the governor July 18 and effective July 1, 2017 modernizes the law governing the use of assumed business name filings.
House Bill 1038 signed by the governor and effective July 1 repeals the requirement for farm corporations to file annual reports with the Secretary of State.
House Bill 1065 signed by the governor March 8 and effective July 1 amends existing law to clarify the liability of persons described in a fictitious name statement for certain business debts.
House Bill 2090 (Chapter 763) signed by the governor March 24 and effective July 1 amends charitable registration requirements to include a statement indicating the percentage of contributions received that was dedicated to the charitable purpose during the preceding year.
House Bill 2230 (Chapter 646) signed by the governor March 20 and effective July 1 authorizes the board of directors of stock corporations to determine that any shareholder meetings may be held by remote communication if the articles of incorporation or bylaws do not require the meeting to be held at a place.
House Bill 23 signed by the governor March 1 and effective July 1 permits the Secretary of State to return rejected documents within 15 days instead of 5 days; send notices by regular mail or e-mail instead of certified mail; and cease publication of notices that LLP registration has lapsed.
House Bill 98 signed by the governor March 2 and effective July 1 amends existing law to permit LLC distributions in money or property.
Senate Bill 100 (Chapter 51) signed by the governor March 1 and effective July 1 amends the LLC law to permit management decisions by a per capita majority for LLCs formed after July 1, 2010 and permits LLC distributions in money or property.