Many states decided to streamline and modernize legislation governing business entities in 2016 by adopting uniform laws. Indiana enacted considerable changes with its adoption of provisions of the Uniform Business Organizations Code, including the Uniform Model Registered Agents Act and the Uniform Model Entity Transactions Act, effective January 1, 2018. This adoption allows for common provisions for all business entities related to filing mechanics, names, registered agents and offices, qualifications, mergers, conversions, domestications, and many other areas of the law. Some of the most notable modifications include nine new documents to be filed involving domestication, interest exchange, conversion, and the registration of a commercial registered agent. Another notable change is the addition of biennial reporting requirements for limited partnerships and limited liability partnerships
Another state that adopted changes effecting limited partnerships was Tennessee, with its adoption of the Tennessee Uniform Limited Partnership Act of 2017. The new law contains many substantive changes including altering the presumed term of a limited partnership from fifty (50) years to perpetual duration and authorizing any lawful purpose for limited partnerships, regardless of whether for profit. Other changes include impacts to provisions governing transferable interests upon dissociation of a limited partner and the timing and process of dissolution upon dissociation of a limited partner and/or a general partner. Further, the bill authorizes limited partnerships to amend the certificate of limited partnership to state the partnership is dissolved and file a statement of termination indicating the limited partnership has completed winding up and is terminated.
Pennsylvania also adopted the Uniform Limited Partnership Act, along with the Uniform Partnership Act and the Uniform Limited Liability Company Act. Effective February 21, 2017, key changes include clarification and harmonization of provisions governing derivative lawsuits, expansion of the liability protection for partners of limited liability partnerships, clarifying provisions regarding charging orders, and codifying duties owed by limited liability company managers and limited partnership general partners to the business entity. The legislation also permits the formation of nonprofit limited partnerships and nonprofit limited liability companies. Further, a new certificate, called a certificate of authority, is created under the legislation, which allows limited liability companies or partnerships to create a public record of a person or position in the entity who has the legal authority to sign for the entity or otherwise act on the entity’s behalf. The certificate of authority can also be filed with a county’s recorder of deeds office and can be amended or canceled after filing.
Connecticut’s laws governing limited liability companies got their first major revision with the passage of the Connecticut Limited Liability Act, effective July 1, 2017. Modeled after the Revised Uniform Limited Liability Company Act, the legislation changes many provisions related to mergers between limited liability companies; adds provisions on derivative actions by a member, fiduciary duties and charging orders against members, and interest exchanges; and modifies when a member can bind the limited liability company as agent. Further, the bill changes the name of limited liability company’s founding document from “articles of organization” to “certificate of organization.” A limited liability company is no longer required to designate if it is manager-managed in the founding document; however, it must include this designation in its operating agreement. Other changes include authorizing resignation of agent for administratively forfeited or foreign revoked limited liability companies, changing the annual report contents and due date to April 1 for all limited liability companies beginning April 1, 2018, and authorizing withdrawal of filings made with the Secretary of State before the filing is effective and correction filings. The legislation also updates certain filing fees and amends protections for names and name registrations.
Illinois also enacted changes to its Limited Liability Company Act, effective July 1, 2017. The new amendments update provisions regarding merger, conversion, and domestication and create two new documents, the statement of authority and statement of termination. A statement of authority is now required to execute instruments transferring real property or to enter into other transactions on behalf of the limited liability company. The statement of termination is now required after winding up a dissolved limited liability company