Colorado
Senate Bill 22-034, effective February 1, 2023, amended the Corporations and Associations Act to add a section concerning measures to counteract the filing of fraudulent business documents with the Secretary of State.
Senate Bill 23-1297, effective August 7, 2023, prohibited a corporation from issuing a scrip in bearer form upon the holder surrendering enough scrip to equal a full share.
Delaware
Senate Bill 110, effective August 1, 2023, amended the corporation and LLC laws by increasing the courthouse municipality fee from $20 to $40.
Senate Bill 112, effective August 1, 2023, amended the LP law regarding execution of documents; merger and consolidation; LP protected and registered series; LP division; partnership interest subscriptions; fees; and the annual tax.
Senate Bill 113, effective August 1, 2023, amended the LLC law regarding execution of documents; merger and consolidation; LLC protected and registered series; LLC division; LLC interest subscriptions; fees; and the annual tax.
Senate Bill 114, effective August 1, 2023, amended the General Corporation Law regarding issuance of stock; consideration for stock; stock rights and options; corporation powers respecting stock; ratification of defective corporate acts; stockholder or member consent to action without a meeting; domestic amendment; powers of corporations after merger, consolidation, conversion or domestication; appraisal rights; conversion; mortgage or pledge of assets; and transfer, domestication or continuance.
Senate Bill 115, effective August 1, 2023, amended the partnership law regarding definitions, partnership subscriptions, merger and consolidation, and Annual Reports.
In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324, decided January 26, 2023. The Delaware Chancery Court held that corporate officers owe a duty of oversight. According to the court, the same policies that motivated the recognition of the duty of oversight for directors apply equally, if not to a greater degree, to officers. The Delaware Supreme Court has held that under Delaware law, corporate officers owe the same fiduciary duties as corporate directors, which logically include a duty of oversight.
Georgia
Senate Bill 148, effective July 1, 2023, amended the Nonprofit Corporation Code regarding, among other issues, duties of the Secretary of State, execution of documents, definitions, member and director meetings, voting, actions without a meeting, directors and officers, director committees, indemnification, inspection of books and records by directors, business opportunities, membership corporation’s assessment of fees, mergers, dissolution, and foreign corporation conversions.
Indiana
House Bill 1581, effective July 1, 2023, amended the business organization laws regarding, among other issues, definitions applicable to agricultural cooperatives, articles of organization of agricultural cooperatives, revocations of agricultural cooperative and business trusts, and the addition of members to solely owned LLCs.
Iowa
House Bill 655, effective January 1, 2024, rewrote and reorganized Iowa Code chapter 489, formerly known as the Revised Uniform Limited Liability Company Act, and renamed the Uniform Limited Liability Company Act. Topics amended include the duty of loyalty and care of members and managers, charging orders, addition of a new member to prevent dissolution, and distributions upon the winding up of the LLC.
Kansas
Senate Bill 244, effective July 1, 2023, amended the general corporation code regarding, among other issues, the use of electronic transmissions and signatures, emergency bylaws, indemnification, stock certificates, business combinations, mergers, appraisal rights, dissolution, and revival; and amended the provisions regarding the contents of annual reports for various entities.
Louisiana
House Bill 395, effective August 1, 2023, amended business entity laws to, among other things, require a contract for partnership filed for registry with the Secretary of State to be written in English; require certain documents to be acknowledged by the person signing or executed by authentic act; provide alternative supporting documents for a foreign corporation that changes its name, is a non survivor in a merger or consolidation or is dissolved and a foreign LLC that changes its name; and requires certain documents as satisfactory evidence that an LLC is entitled to use certain words in its name indicating professional status.
Gucci 1 Field Services, LLC v. Glen Reeves C/W Gucci 1 Field Services, LLC, et al., No. 23-CA-73, et al., decided November 8, 2023. The Louisiana Court of Appeal affirmed the trial court’s ruling that a dissolved LLC had a right of action to pursue its claims. The Louisiana LLC law provides that upon the issuance of a certificate of dissolution an LLC’s existence ceases except for the purpose of an action brought by or against the LLC before it was dissolved. Here, the LLC brought its actions before it dissolved.
Maryland
House Bill 999, effective July 1, 2023, repealed provisions prohibiting the State Department of Assessments and Taxation from accepting articles of dissolution and issuing a certificate of termination for certain corporations unless certain reports on personal property are filed with the Department.
House Bill 209, effective October 1, 2023, amended provisions of the Corporations and Associations Code to, among other things, prohibit the issuance of a stock certificate in bearer form, a certificate representing scrip in bearer form, and a membership interest in bearer form; to apply certain provisions to conversions; to clarify the authority of a corporation to hold meetings by remote communication; to authorize nonstock corporations to provide for the service of certain ex officio directors; and to provide for the procedure for the termination of a REIT.
Massachusetts
House Bill 58, effective March 31, 2023, amended the Business Corporations and Corporations for Charitable and Certain Other Purposes laws to provide that public corporations and nonprofit corporations may hold shareholder or member meetings solely by means of remote communication.
Michigan
House Bills 4995, 4996, and 4997, effective September 29, amended the LLC Act, Nonprofit Corporation law, and Business Corporation Act to provide that the reduction of the filing fee for the annual statement of registered agent and office of an LLC and annual report of a nonprofit and business corporation, scheduled to become effective for reports filed after September 30, 2023, will instead become effective for reports filed after September 30, 2027.
Minnesota
Design Innovations, LLC v. Lockhart, A23-0423, decided August 21, 2023. The Minnesota Court of Appeals affirmed the district court’s ruling that a Minnesota LLC had standing to bring its breach of contract action. The LLC had been administratively terminated by the Secretary of State for failing to pay a fee but the district court found that the LLC had represented that it cured the defect and paid the fee. With the fee paid the LLC was returned to active status as of the date of termination and had standing to sue.
Mississippi
K&C Logistics, LLC v. Old Dominion Freight Line, Inc., No. 2022-CA-00939, decided November 16, 2023. The Mississippi Supreme Court held that a foreign corporation does not consent to the general jurisdiction of Mississippi’s courts by registering to do business. The Mississippi Business Corporation Act, which provides that a foreign corporation may not transact business in the state until it receives a certificate of authority, and which requires the foreign corporation to appoint a registered agent, does not provide implicit or explicit notice that a foreign corporation is consenting to general jurisdiction by registering.
Montana
House Bill 477, effective May 18, 2023, revised the Business Corporation Act related to entities formed under the law of a federally recognized Indian tribe.
Nevada
Assembly Bill 126, effective May 30, 2023, amended (i) the entity laws regarding correction filings; (ii) the Private Corporations chapter regarding inspection of corporate records; capital stock, director protection of corporate or stockholder interests, controlling interest acquisitions, domestic amendment, restatement of articles, interested stockholder combinations and sale of assets; and (iii) the Mergers, Conversions, Exchanges and Domestications chapter regarding definitions and adoption of plans.
Federal Housing Finance Agency v. Saticoy Bay LLC, No. 84370, decided July 6, 2023. The Nevada Supreme Court, answering a question certified from the U.S. Court of Appeals for the Ninth Circuit, held that a series created pursuant to Nevada’s LLC law must be sued in its own name for the court to obtain jurisdiction over it, and the “master LLC” under which the series was created cannot be sued instead.
Mahban v. Prestige Default Services, LLC, No. 84166, decided March 9, 2023. The Nevada Supreme Court affirmed the district court’s judgment that a California LLC had a valid Nevada business license. The LLC obtained the license while it was a corporation. It later converted to an LLC. The court noted that when a corporation converts to an LLC, the corporation's rights are vested in the LLC. Because a Nevada business license is a right that vests in a converted entity, the district court did not err in concluding that the LLC had a vested right in the corporation’s Nevada business license, and thus, held a valid business license.
New Hampshire
Senate Bill 197, effective November 1, 2023, amended the State and Its Government title and the Corporations, Associations, and Proprietors of Common Lands title to (i) authorize voluntary corporations, non-filing entities and non-qualified entities to appoint a process agent; (ii) the business corporation law regarding Applications for Certificate of Authority, foreign corporate names and fees; (iii) the benefit corporation law regarding corporate names; (iv) the LLC law regarding foreign registration and fees; and (v) the LP law regarding registered agents.
New Jersey
Senate Bill 142, effective November 4, 2023, amended the Business Corporation Act by authorizing entities to convert to a domestic or foreign corporation and domestic corporations to convert to other entities.
New York
Assembly Bill 6940, effective October 25, 2023, amended the Not-for-Profit Corporation Law regarding classification of directors.
North Carolina
Senate Bill 477, effective in part September 29, 2023 and in part October 1, 2023, amended the corporation law regarding, among other things, the use of email to communicate with or provide notice to shareholders, actions taken by shareholders without a meeting, board amendments without shareholder approval, and class voting on amendments.
North Dakota
House Bill 1371, effective April 28, 2023, amended provisions of the law regarding authorized livestock farm corporations and LLCs, including requirements related to initial and annual reports.
Pennsylvania
Mallory v. Norfolk Southern Railway Co., No. 21-1168, decided June 27, 2023. The U.S. Supreme Court, in a 5-4 decision, held that a Pennsylvania statutory provision that requires foreign corporations that register to do business in Pennsylvania to agree to appear in its courts on any cause of action against them, does not violate the Due Process Clause of the Fourteenth Amendment.
South Carolina
House Bill 4049, effective May 19, 2023, amended the corporation and nonprofit corporation laws to allow meetings by remote communication.
South Dakota
House Bill 1189, effective July 1, 2023, provided that certain domestic and foreign entities must report whether the entity owns any agricultural land and, if so, whether the entity has any foreign beneficial owners.
Tennessee
Senate Bill 759, effective July 1, 2023, provided that before transacting business under an assumed name a domestic or foreign limited partnership must file an application with the Secretary of State. The right to use the assumed name is effective for 5 years and may be renewed.
Texas
House Bill 1957, effective September 1, 2023, amended the Business Organizations Code relating to the type of documents that must be kept and made available to the public by nonprofit corporations.
Senate Bill 1514, effective September 1, 2023 amended provisions of the Business Organizations Code on issues including, but not limited to, protected series, definition of office, doctrine of independent legal significance, signatures on a certificate of ownership, LLC dissolution, reinstatement, restated certificates of formation, filing of certificates of merger, conversion, and exchange, dissenters’ rights, rights and options, ratification of void or voidable acts or transactions, and examination of records.
Senate Bill 2314, effective September 1, 2023, clarified that the section of the Business Organizations Code governing charging orders and LLCs applies to both single member LLCs and multiple member LLCs.
Utah
House Bill 399, effective July 1, 2023, amended the law regarding the approval of an application for reinstatement of a corporation or nonprofit corporation or application for withdrawal of a foreign corporation or nonprofit corporation.
Virginia
House Bill 1477, effective July 1, 2023, amended the stock corporation act to eliminate the requirement that a document filed with the State Corporation Commission include the terms of each class or series of shares, and to make certain changes regarding the inspection of the shareholders’ list.
Washington
Senate Bill 5004, effective July 23, 2023, amended the Business Corporation Act regarding definitions, issuance of shares, stock splits, domestic amendment, mergers, and share exchanges.
Lott v. Lott, No. 38712-7-III, decided March 2, 2023. The Washington Court of Appeals held that an LLC did not violate Washington’s LLC law by denying a member access to records. The member requested that the LLC provide him with financial statements on an ongoing basis. The court noted that the member failed to comply with the requirements of the LLC law by not requesting the opportunity to inspect or copy the records, by not providing notice, and by requesting records that did not already exist.
West Virginia
Senate Bill 529, effective June 4, 2023, provided that the name of a registered limited liability limited partnership shall contain the words Registered Limited Liability Limited Partnership, or the abbreviation L.L.L.P. or LLLP as the last words or letters of its name.
