Small Business Reading Room


Friday, April 30, 2010

Delaware Corporate Legislation Tracker

Stay on top of changes to the DGCL with the Delaware Corporate Legislation Tracker. This is a free service, designed to keep you informed on current and pending legislation related to Delaware Corporate rules and regulations. Here's what's been happening this past week:

The following Legislation affecting Title 8 - Corporations was acted upon by the General Assembly on 4/28/2010:

HB 341
Title: AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.



Synopsis:
This bill is a comprehensive set of amendments to many sections of the General Corporation Law of the State of Delaware (“DGCL”), and to Chapter 5 of Title 8, to clarify, fill gaps in, and make consistent the DGCL’s application to corporations that are not authorized to issue capital stock, commonly known as nonstock corporations. For historical reasons, the DGCL has not comprehensively addressed nonstock corporations. Since Delaware now has approximately 18,000 registered nonstock corporations, these amendments will provide clarity and consistency so that these entities and their advisors will have appropriate and necessary statutory guidance. Most notably, new Section 114 of the DGCL is a “translator” provision that sets forth which provisions of the DGCL apply to nonstock corporations generally and which provisions apply to non-profit nonstock corporations specifically. With the exception of amendments to Sections 313, 391, and 501, none of these amendments is intended to affect the DGCL with respect to stock corporations, either directly or by negative implication.


Bill History:

Apr 28, 2010 - Passed by Senate. Votes: Passed
18 YES 0 NO 0 NOT VOTING 3 ABSENT 0 VACANT

Apr 28, 2010 - Reported Out of Committee (JUDICIARY) in Senate with 4 On Its Merits

Mar 30, 2010 - Assigned to Judiciary Committee in Senate

History: Mar 25, 2010 - Passed by House of Representatives.
Votes: Passed 39 YES 0 NO 0 NOT VOTING 2 ABSENT 0 VACANT

Mar 24, 2010 - Reported Out of Committee (JUDICIARY) in House with 6 Favorable, 2 On Its Merits

Mar 23, 2010 - Introduced and Assigned to Judiciary Committee in House



The following Legislation affecting Title 8 - Corporations was acted upon by the General Assembly on 4/29/2010:

HB 375 w/HA 1
Title: AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE DELAWARE GENERAL CORPORATION LAW.


Bill History:

Apr 29, 2010 - Passed by House of Representatives. Votes: Passed
38 YES 0 NO 1 NOT VOTING 2 ABSENT 0 VACANT

Apr 29, 2010 - Amendment HA 1 - Passed in House by Voice Vote

Apr 28, 2010 - Reported Out of Committee (JUDICIARY) in House with 3 Favorable, 3 On Its Merits

Apr 28, 2010 - Amendment HA 1 - Introduced and Placed With Bill

Apr 21, 2010 - Introduced and Assigned to Judiciary Committee in House



The following Legislation affecting Title 6 - Commerce and Trade was acted upon by the General Assembly on 4/29/2010:

HB 372
Title: AN ACT TO AMEND CHAPTER 18, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED LIABILITY COMPANIES AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY COMPANIES.


Synopsis:
This bill continues the practice of amending periodically the Delaware Limited Liability Company Act (the "Act") to keep it current and to maintain its national preeminence.

Bill History:

Apr 29, 2010 - Passed by House of Representatives. Votes: Passed
38 YES 0 NO 1 NOT VOTING 2 ABSENT 0 VACANT

Apr 28, 2010 - Reported Out of Committee (JUDICIARY) in House with 3 Favorable, 3 On Its Merits

Apr 21, 2010 - Introduced and Assigned to Judiciary Committee in House




HB 373
Title: AN ACT TO AMEND CHAPTER 17, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED PARTNERSHIPS.


Synopsis:
This bill continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the "Act") to keep it current and to maintain its national preeminence.

Bill History:

Apr 29, 2010 - Passed by House of Representatives. Votes: Passed
38 YES 0 NO 1 NOT VOTING 2 ABSENT 0 VACANT

Apr 28, 2010 - Reported Out of Committee (JUDICIARY) in House with 3 Favorable, 3 On Its Merits

Apr 21, 2010 - Introduced and Assigned to Judiciary Committee in House




HB 374
Title: AN ACT TO AMEND CHAPTER 15, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY PARTNERSHIPS.


Synopsis:
This bill continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (the "Act") to keep it current and to maintain its national preeminence.

Bill History:

Apr 29, 2010 - Passed by House of Representatives. Votes: Passed
38 YES 0 NO 1 NOT VOTING 2 ABSENT 0 VACANT

Apr 28, 2010 - Reported Out of Committee (JUDICIARY) in House with 3 Favorable, 3 On Its Merits

Apr 21, 2010 - Introduced and Assigned to Judiciary Committee in House





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Thursday, April 29, 2010

JUNE 1st FILING DEADLINE NEARS FOR LP/LLC/GP FRANCHISE TAX

It’s nearly May Day, when our thoughts turn to spending warm days out of doors, and leaving memories of cold behind. Let us not forget; however, that as spring flies by, the June 1st on time filing deadline for your 2009 LP/LLC/GP Franchise Tax quickly approaches.

We want to make you aware that changes, enacted to Delaware law in August 2009, did not affect the tax amount due for tax year 2009; but, the late
penalty was increased to $200! Although the deadline for your payment is on or before June 1st, we highly recommend that you pay the tax at least a week before the deadline.

Also, if you did not file a certificate of cancellation for your entity by December 31, 2009, then you are required to pay the annual franchise tax to the State of Delaware. Failure to pay the franchise tax by the deadline will result in $200 penalty and/or interest charges being assessed by the State of Delaware at the rate of 1.5% per month. Additionally, it will prevent the company from obtaining a certificate of
good standing and may ultimately lead to your entity being declared VOID by the State.

Delaware Intercorp, Inc. provides a secure and convenient tax filing link for our clients.
https://www.delawareintercorp.com/ezfile.aspx. If you need information or assistance with your franchise tax submission, please contact Joanne at: tax@DelawareIntercorp.com.
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Tuesday, April 27, 2010

How do I terminate my Delaware company?

Out of Business? Clients often contact us in reply to a tax notice or annual invoice to let us know that they haven’t been doing business for quite some time. Some businesses succeed, some fail. We’re here to support you either way in any way can. If you are not continuing your company, whatever the reason, Delaware requires a filing to be made with the Division of Corporations to officially cancel or dissolve your company in the State of Delaware. Unless you have followed this process, your company will continue to be assessed franchise tax, penalties, and interest by the State, and will be responsible for maintaining a registered agent, which is why you continue to receive correspondence.

Delaware Intercorp, Inc. is able to assist you with cancellation/dissolution filings. We charge only a modest service fee to handle your corporate filings and/or to pay franchise tax out of our depository account. Our expedited processing includes direct entry into the Delaware Division of Corporations database through our dedicated connection.

Why not let us help you to have the assurance that your company is officially closed in Delaware? For information on how to close your company with the Delaware Division of Corporations, please contact us by email.

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Monday, April 26, 2010

HEALTH COVERAGE ASSISTANCE PROGRAM

Every now and then you will hear someone you know gets laid off or terminated from work. This will give you information concerning your rights and what you have to do to continue health coverage for you and your family.
President Obama signed the American Recovery and Reinvestment Act (ARRA) on February 17,2009 which has been amended twice on Dec. 19,2009 and on March 02,2010. These laws give
"Assistance Eligible Individuals" the right to pay reduced COBRA premiums for periods of coverage beginning on or after Feb. 17,2009 and can last up to 15 months.
To be considered an "Assistance Eligible Individual and get reduced premiums of 35% of the COBRA premium due to the plan you:
-Must have a continuation coverage election opportunity related to an involuntary termination of employment that occurred at any time from Sept. 01, 2008 through March 31,2010.
-Must elect the coverage
-Must not be eligible for Medicare
-Must not be eligible for coverage under any other group health plan, such as a plan sponsored by a successor employer or a spouse's employer.
For more information, you can go to www.dol.gov/COBRA
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Delaware Intercorp, Inc.
113 Barksdale Professional center
Newark, DE 19711-3258

"For all the best reasons to incorporate,the best place
is Delaware and the best incorporator is
Delaware Intercorp!"

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FAX: 302.266.9940
Email: info@delawareintercorp.com