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Illinois Senate Bill 3398 was signed by the governor and became effective August 14, 2018. The bill amends the Limited Liability Company Act and the Professional Limited Liability Company Act to permit the conversion of a LLC to a professional LLC requiring no filing fee. The bill also requires a professional limited liability company’s name to contain “PLLC”. In addition, the bill provides for certificates of registration to expire on January 1, 2019 and on January 1 of every third year thereafter for professional LLCs, professional service corporations and medical corporations. To view the entire bill: IL SB3398

New Hampshire Senate Bill 413 was signed by the governor June 8, 2018, with an effective date of August 7, 2018. The bill allows LLCs to apply to the Secretary of State for late reinstatement if more than 3 years have expired since the effective date of dissolution. In addition, the bill provides standards to determine if entity names are distinguishable. To view the entire bill: NH SB413

Delaware Senate Bill 183 became effective August 1, 2018. The bill authorizes an LLC to divide into one or more newly formed domestic LLCs. Upon dividing, the LLC can either continue or terminate its existence. In addition, the bill authorizes the creation of statutory public benefit LLCs with the purpose of benefiting the public. To view the entire bill: DE SB183

Delaware Senate Bill 180 became effective August 1, 2018. The bill allows nonstock corporations to ratify defective acts and amends Section 262 relating to shareholder appraisal rights which require revisions to the Notice of Appraisal Rights Precedent forms. To view the entire bill: DE SB180

Alaska House Bill 410 was signed by the governor August 17, 2018, with an effective date of August 18, 2018. The bill allows a corporation that is organized as a Native village corporation under the Act, that has been involuntarily dissolved by the commissioner under AS 10.06.633, and that has failed to apply for reinstatement during the period established under AS 10.06.633(e) may be reinstated under AS 10.06.633(e) on or before December 31, 2020. To view the entire bill: AK HB410

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.

http://www.sos.state.tx.us/texreg/pdf/backview/0406/0406prop.pdf

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.

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