Bill No.: SF0018                  Drafter:  LGC

LSO No.:  08LSO-0030              Effective Date:  1/1/2009

Enrolled Act No.:  <enrnum>

Chapter No.:       <chptnum>

Prime Sponsor:       Joint Corporations, Elections and Political Subdivisions Interim Committee

Catch Title:         Business entities-revisions.

Subject:              Amends provisions for administrative dissolution of corporations and revocation of authority for limited liability companies and foreign corporations.

Summary/Major Elements:

· The act makes it a felony to file a document with the secretary of state and knowingly falsify, conceal or cover up a material fact, make any materially false, fictitious or fraudulent statement or representation or make or use any false writing or document knowing it contains materially false, fictitious or fraudulent statements.

· The act removes the requirement that the secretary of state publish a notice of forfeiture of a limited liability company's (LLC) authority to do business and adds an increased penalty of $250 for failure to maintain a registered agent.

· The act deems an LLC to be transacting business without authority if:

o A member signed a document he knew was false or misleading in any material respect;

o The company failed to respond to a subpoena;

o The company failed to provide records to a registered agent as required by the act;

o The company provided fraudulent information to the secretary of state;

o The company cannot be served by the secretary of state or the registered agent at its current address.

· The act provides for administrative dissolution of a corporation or a nonprofit corporation for various reasons in addition to current law.  The act provides for an additional reinstatement fee if the corporation was administratively dissolved for failing to maintain a registered agent.

· The act provides for revocation of a foreign corporation's authority to do business if it has failed to respond to a subpoena and for various additional reasons.