January 1, 2022
Corporate Compliance
Act of Business Corporations
Effective January 1, 2022, SB116 makes several updates to the Business Corporation Act, the Benefit Corporation Act, and the Limited Liability Company Act. Changes include the authorization for corporate shareholders to meet by remote communication, Benefit Corporation organization, and the allowance for an LLC to revoke a termination under certain circumstances. Please review the bill for full amendments.
"Summary
Amends the Business Corporation Act of 1983. Authorizes shareholder meetings to be held by means of remote communication. Provides for the combination of corporations and limited liability entities rather than limited liability companies and partnerships. Provides for reports of interim changes of corporations. Accelerates the repeal of provisions relating to franchise taxes from 2025 to 2024. Delays repeal of the corporate franchise tax refund fund from 2022 to 2024. Amends the Benefit Corporation Act to provide that a benefit corporation may be organized under the laws of another state. Amends the Limited Liability Company Act. Provides that a limited liability company may revoke its termination within 90 days after the effective date of the termination, or longer if the limited liability company pays a penalty, if it has not begun to distribute its assets. Requires the limited liability company to file articles of revocation of termination. Sets forth the contents of the articles of termination. Provides that after filing the articles of revocation, the limited liability company may resume business as if the termination had never occurred. Provides that a limited liability company may be reinstated following its termination. Requires the filing of an application for reinstatement, the payment of fees, and the filing of reports. Provides that upon reinstatement the existence of the limited liability company shall be deemed to have continued without interruption. Amends the Uniform Limited Partnership Act to provide that a request submitted by electronics means may not be considered a request for expedited service."