http://www.asainfo.com/blog/rss/feedsThu, 30 Apr 2026 04:05:08 -0700http://www.asainfo.com/blog/post/illinois-senate-bill-3398http://www.asainfo.com/blog/post/illinois-senate-bill-3398Illinois 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 SB3398Wed, 12 Sep 2018 07:00:00 -0700http://www.asainfo.com/blog/post/new-hampshire-senate-bill-413http://www.asainfo.com/blog/post/new-hampshire-senate-bill-413New 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 SB413Tue, 11 Sep 2018 07:00:00 -0700http://www.asainfo.com/blog/post/delaware-senate-bill-183http://www.asainfo.com/blog/post/delaware-senate-bill-183Delaware 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 SB183Mon, 10 Sep 2018 07:00:00 -0700http://www.asainfo.com/blog/post/delaware-senate-bill-180http://www.asainfo.com/blog/post/delaware-senate-bill-180Delaware 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 SB180Fri, 07 Sep 2018 07:00:00 -0700http://www.asainfo.com/blog/post/alaska-bill-410http://www.asainfo.com/blog/post/alaska-bill-410Alaska 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 HB410Thu, 06 Sep 2018 08:43:00 -0700http://www.asainfo.com/blog/post/de-updates-effective-august-1-2018--whats-to-come-august-1-2019http://www.asainfo.com/blog/post/de-updates-effective-august-1-2018--whats-to-come-august-1-2019Delaware 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 either continuing its existence or not continuing:o A division contact, which may be either a resident individual or entity, must maintain the Plan of Division for six years.o In addition to a Certificate of Division being filed, also requires Certificates of Formation to be filed for any resulting (new) LLCs.• Statutory Public Benefit LLCs. Authorizes the creation of statutory public benefit LLCs with the purpose of producing public benefits as defined by the Bill.There are other substantive amendments enacted by the Bills particularly with respect to the use of blockchain technology in record maintenance and sending of notices. Similar blockchain amendments to the LP law were made by Senate Bill 182. Blockchain technology involves the use of one or more electronic networks or databases in accomplishing the task.Other amendments were enacted by the Bills but were made effective August 1, 2019._______________________________________________________________________________________________________Delaware legislation, Laws of 2018, has amended the business entity laws, effective August 1, 2019. The Bills and their amendments relevant to our services are as follows:Senate Bill 180 - Corporations• Names. Requires proposed names to be distinguishable from the names of registered series of series LLCs.Senate Bill 183 - LLCs• Names. Requires proposed names to be distinguishable from the names of registered series of series LLCs.• Domestic Cancellation. Revises contents of Certificates of Cancellation.• Registered Series. Authorizes series LLCs to create registered series which would be treated almost as separate filing entities:o Requires a Certificate of Registered Series to be filed to form a registered series.o Authorizes or requires related amended, restated and cancellation registered series filings.o Authorizes mergers and consolidations of registered series.o Authorizes issuance of a Certificate of Good Standing to registered series.o Imposes an annual tax of $75 per registered series, to be paid by or on behalf of the registered series. If paid by the series LLC, this is in addition to the normal $300 tax on the LLC.o Provides for administrative cancellation of a registered series after three years of delinquency in the payment of the annual tax.• Protected Series. Refers to series that are not registered series as protected series.• Registered Agent. Process against either a registered series or protected series of a series LLC may be served on the series LLC’s registered agent.• Series Conversions. Authorizes a protected series to convert to a registered series and vice versa.o Conversion of a protected series to a registered series requires the filing of a Certificate of Registered Series in addition to a Certificate of ConversionSenate Bill 182 - LPs• Names. Requires proposed names to be distinguishable from the names of registered series of series LLCs.Wed, 01 Aug 2018 12:16:00 -0700http://www.asainfo.com/blog/post/what-is-a-passthrough-entity-and-why-it-mattershttp://www.asainfo.com/blog/post/what-is-a-passthrough-entity-and-why-it-mattersWhat is a Pass-Through EntityA 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 $1,000,000Expenses (500,000)Earnings Before Interest & Taxes (EBIT) 500,000Interest Paid (100,000)Earnings Before Taxes (EBT) 400,000Taxes ------Net Income Available to Owners 400,000XYZ 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 reports their portions of XYZ's pass-through income. Jane and Bill each file their own tax return with $200,000 reported as income. It is important to note that Company XYZ allocates the income to Jane and Bill regardless of whether the $400,000 in Net Income is actually distributed.For example, assume that Jane's tax burden ends up being 20% of $200,000 for tax year 2009. She owes the IRS $40,000, but XYZ did not make a distribution in 2009, and it may not make a distribution in 2010, either. Jane is responsible for taxes owed on income that she did not actually receive.Losses are also passed-through to owners, but the total deductible amount available is limited to the original investment amount.Examples of pass-through entities include sole proprietorships, S corporations, master limited partnerships (MLP), limited liability partnerships (LLP) and limited liability companies (LLC).Why it Matters:This special tax status eliminates the double taxation issues that affect most corporations and their shareholders since only the owners are taxed.While eliminating double taxation may be advantageous, pass-through entities may not be the best way to organize your business. There are often restrictions placed on some types of fringe benefits, and there can be rules about how many owners are allowed. It is always best to talk to an experienced tax advisor before deciding how to organize your business.One of the best income-producing investments for individuals is the master limited partnership. Click here to learn more about how to Tap Into Cash Flows with Master Limited Partnerships.Tue, 26 Jun 2018 09:00:00 -0700http://www.asainfo.com/blog/post/texas-proposed-rules--title-1-adminstrationhttp://www.asainfo.com/blog/post/texas-proposed-rules--title-1-adminstrationThe 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 Tue, 19 Jun 2018 13:28:00 -0700http://www.asainfo.com/blog/post/delaware-house-bill-175-laws-of-2017http://www.asainfo.com/blog/post/delaware-house-bill-175-laws-of-2017Delaware 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 the tax year beginning January 1, 2017)Statutory Trusts• Maximum fee for filing documents from $300 to $500 (August 1, 2017)The Bill may be accessed at http://legis.delaware.gov/json/BillDetail/GenerateHtmlDocument?legislationId=25780&legislationTypeId=1&docTypeId=2&legislationName=HB175Wed, 08 Nov 2017 15:15:00 -0700http://www.asainfo.com/blog/post/california-assembly-bill-2296--digital-signatureshttp://www.asainfo.com/blog/post/california-assembly-bill-2296--digital-signaturesCalifornia 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.Wed, 02 Aug 2017 15:00:00 -0700