FAX FILING IS NOW AVAILABLE
The Secretary of State has now made it possible to file Articles of Incorporation for corporations and Articles of Organization for Limited Liability Companies by fax with a credit card. In order to do this, you must be a registered user. The service constitutes expedited filing for which the expedited filing fee applies. A special fax cover sheet must be included with each submission. The fax cover sheet is available in a version you can fill-in onscreen by 'right-clicking' on the following link and then choosing to save the form. Get the form now. To register for the fax filing program, click here.
SECRETARY OF STATE JESSE WHITE'S BUSINESS LEGISLATION
(SENATE BILL 725) EFFECTIVE JULY 1, 2001
1. There has sometimes been a problem that names chosen for not-for-profit corps tend to imply that the entity is for profit. Example: West Side Dental Clinic. Names can now be used, if they end with the designation "NFP".
2. Not-for-profit corps must have a statutory purpose clause. Sometimes it's difficult to fit into one of the 33 on the list. Two new ones have been added: any activity which qualifies for tax exemption under §§501(c) or (d), and any activity which qualifies the donor for deduction under §170(c) of the Internal Revenue Code.
3. For the first time, names of both corporations and LLCs will be checked to see if existing entities have similar names.
4. In the case of a cross-entity merger (such as a corporation into an LLC), only the surviving entity need file the articles of merger.
5. Hereafter Secretary of State Filings will require only a single signature.
6. Once again, the name or address of a registered agent may be changed on an annual report.
7. Hereafter certificates, such as certificate of incorporation will no longer be issued, just a "filed" stamped copy of the document.
8. The requirement of providing residential addresses for officers and directors in filings has been removed.
9. Mandatory indemnification - past officers/directors;
10. The requirement to provide a SIC code on Articles for an LLC has been removed.
11. Certificate of Limited Partnership no longer requires amount of contributed capital.
12. Limited Partnerships are now permitted to merge without an LLC involved.
OTHER NEWS
If you are going to list a trust as a Member of an LLC, by administrative rule, the Secretary of State requires that you submit additional information, by attachment to the Articles of Organization. Specifically, you must list (on a separate sheet of paper):
1. Correct name of trust;
2. Date of creation;
3. Correct name of trustee;
4. Location of trust, including County;
5. A Statement that the trust is still in full force and effect.
All the foregoing should be signed by the trustee.
