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Main Offices
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BUSINESS AND COMMERCIAL (UCC) SERVICES2007 LEGISLATIVE CHANGESThe Secretary of State’s office submitted several suggested legislative remedies during the 86th General Assembly. Act 646 of 2007 - PDF — HB2500 Reynolds (Faris) — Eliminates Fees for Updating Registered Agent Information — Effective Date: July 1, 2007 This Act was part of the SOS-BCS legislative package to encourage entities to update and maintain their information on SOS-BCS records. Specifically the Act eliminates the filing fees for entities to update registered agent and office information. The Act also makes some minor technical changes to clarify existing BCS laws and procedures. Act 569 of 2007 - PDF — HB 2702 Saunders (Smith) — Requires Nonprofit Corporations to File an Annual Report — Effective Date: 90 days after adjournment This Act was also part of the SOS-BCS package to update SOS-BCS records. This Act will require all nonprofit corporations to file an annual report with the SOS. This report must include 1) name of the corporation, 2) corporation’s jurisdiction, 3) name and address of the corporation’s registered agent, 4) address of the corporation’s principal office, 5) names of the corporation’s principal officers, and 6) names and addresses of the corporation’s directors. The annual report will be due by August 1 of each year. The first annual report, for the 2007 reporting year, will be due August 1, 2008. The SOS office plans an extensive campaign to notify nonprofit corporations of this new legislative requirement. Act 638 of 2007 - PDF — HB 2392 — D. Johnson — Model Registered Agents Act (MoRAA) — Although not a formal part of the SOS-BCS package, the Secretary of State did support the passage of this model act. The MoRAA is a model act drafted by the National Conference of Commissioners on Uniform State Laws. The MoRAA accomplishes several things: 1) defines the difference between commercial registered agents and non-commercial registered agents, 2) standardizes and clarifies service of process procedures for all entities, and 3) details the duties of registered agents. Act 15 of 2007 - PDF — HB 1009 Thyer, D. Johnson — Uniform Limited Partnership Act — The National Conference of Commissioners on Uniform State Laws also developed this act. It updates many aspects of limited partnership law and is very technical in nature. Among other things this act: 1) “de-links” the limited partnership law from existing general partnership law, 2) defines duties and relationships among limited partners and general partners, 3) requires limited partnerships to file an annual report with the secretary of state, and 4) allows for mergers and conversions to other business entities. Most of the provisions of this act will take effect September 1, 2007. Act 865 of 2007 - PDF — SB882 — Faris (J. Wood) — LLC Member Confidentiality — This Act adds the names of members of Limited Liability Companies to the “list” of information that is confidential on the annual franchise tax report. However, if the member is also noted as a manager or other officer, or the organization does not have a registered agent, then the confidentiality provisions of this Act shall not apply. Act 1008 of 2007 - PDF — HB2693 — Bond — Trademark Notice — This Act requires the secretary of state to utilize the following language to explain the limitations of the statute: “…does not necessarily give you the right to use your [proposed corporate name; corporate name; assumed or fictitious name] in this state if the use violates someone else’s trade name, trademark, or service mark rights under the trademark laws of the United States, this state, or the common law. Prior to your use of the name, you are encouraged to research the names and marks of other parties used or registered in this state, or registered in the United States Patent and Trademark Office, or consult an attorney to determine the existence of any conflicting rights.”
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