Delaware legislation, Laws of 2018, has amended the business entity laws, effective generally August 1, 2018. The Bills and their amendments relevant to our services are as follows:

Senate Bill 180 - Corporations
• Ratification of Defective Corporate Acts. Authorizes nonstock corporations to ratify defective corporate acts. Certain other amendments were made to the provisions regarding ratification of defective corporate acts.
• Appraisal Rights. Enacts certain amendments to Section 262 regarding shareholder appraisal rights which require revisions to the Notice of Appraisal Rights Precedent forms.

Senate Bill 183 - LLCs• LLC Division. Authorizes LLCs to divide into one or more newly formed domestic LLCs with the dividing LLC ...

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What is a Pass-Through Entity

A pass-through entity is a special business structure that is used to reduce the effects of double taxation. Pass-through entities don't pay income taxes at the corporate level. Instead, corporate income is allocated among the owners, and income taxes are only levied at the individual owners' level.
How it works (Example):

Company XYZ is a pass-through entity. It files a tax return that looks like this:

Revenues $1,000,000
Expenses (500,000)
Earnings Before Interest & Taxes (EBIT) 500,000
Interest Paid (100,000)
Earnings Before Taxes (EBT) 400,000
Taxes ------
Net Income Available to Owners 400,000

XYZ has two owners, Jane and Bill, who each own 50% of the company. XYZ sends both Jane and Bill an IRS Schedule K-1 that ...

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The following proposed rules in the Title 1 Administration is adding in definitions of meanings. Applicability, Characters of Print Acceptable in Names, Restricted Words, Foreign words not translated, Grossly Offensive Name, Organizational Identifiers, Same name defined, Administrative review of documents with names requiring consent, form of consent, Alphabet Name, Matters not considered, Final Determination of Name Availability, Examples not Exclusive.

Delaware House Bill 175, Laws of 2017, has increased the following corporate franchise tax rates and amounts and statutory (business) trust fees, effective as noted below.

Franchise Tax• Delinquency fees from $100 to $125 (January 1, 2018)• Tax multiplier from $75 to $85 related to the authorized shares calculation (January 1, 2018)• Tax multiplier from $350 to $400 related to the assumed par calculation (January 1, 2018)• Minimum tax related to the assumed par calculation from $350 to $400 (January 1, 2018)• Excepted as below, maximum tax from $180,000 to $200,000 (effective for the tax year beginning January 1, 2017)• Creation of a new $250,000 maximum for certain publicly traded corporations effective for ...

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California Assembly Bill 2296 was signed by California Governor Jerry Brown on August 19, 2016. CA AB2296 enacted clarifies that a digital signature may be used to satisfy the requirements of an electronic signature under the Uniform Electronic Transactions Act. The bill became effective on January 1, 2017.

North Carolina SB 482 (Session Law 2016-114) was signed into law by North Carolina Governor Pat McCrory on July 28, 2016. Among other things, the law is amended to allow the conversion of a charitable or religious corporation to a LLC, if the sole member of the surviving entity immediately after the conversion is a charitable or religious corporation. The bill became effective on October 1, 2016.

Mississippi Senate Bill 2327 was signed by Mississippi Governor Phil Bryant on March 8, 2017. MS SB2327 amends the requirements for conversion and domestication. The bill makes the following amendments:

-Adds a director of a domestic or foreign corporation as an individual authorized to sign a conversion or domestication

-Requires a correction to a filed document be made within 120 days of filing

-Restricts a charitable organization as defined in Section 79-11-501 from converting under Article 4 of this section

-Requires a copy of the filed domestication documents from the new jurisdiction as an attachment if the domesticated entity is a foreign entity

-Requires a certificate of good standing or certificate of existence from its jurisdiction ...

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Kentucky HB35 was signed into law by Governor Matt Bevin on March 20, 2017. The bill authorizes the formation of public benefit corporations, and is effective 90 days after the adjournment of the legislature.

Georgia HB87 was signed by Georgia Governor Nathan Deal on May 1, 2017. The bill authorizes the Secretary of State to provide for multiple-year registration for business entities and permits the re-domestication/conversion of foreign and domestic nonprofit corporations. The bill became effective on July 1, 2017.

Rhode Island House Bill 5647 and Senate Bill 618, effective June 19, 2017, amend the nonprofit corporation law by substituting the supporting document to be filed upon foreign qualification from a copy of the corporation's charter to a status certificate (e.g. Certificate of Existence).

The State advised that they will be revising their form next week to reflect the new requirement. However, the new requirement will be enforced immediately.

The Bills may be accessed through the following links.

HB 5647:

SB 618:



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