The month of July rolls out a flurry of statutory updates in multiple states, including Connecticut, Florida, Idaho, and Illinois. Below is a summary of the changes. Please e-mail me to request copies of any of these bills.

Connecticut – House Bill 5259, effective July 1, 2017, enacts a new LLC and repealed the old law. Therefore, the New Act will apply to all domestic and foreign LLCs registered in the state as of the above effective date.

Florida – House Bill 169, effective July 1, 2017, amends Florida's fictitious names statute by, among other things: (1) clarifying that a foreign business entity must be in active status with the Division of Corporations to file a fictitious name; (2) clarifying who the registrant (or registrants) are when a general partnership registers a fictitious name; (3) clarifying the terms during which initial and renewal fictitious name registrations will be effective; (4) prohibiting the use of entity designators for LPs, LLPs, LLCs, Pas, and PLLCs unless the registrant is in fact an entity of that type; and (5) changing the penalty for failing to comply with the fictitious name statute from a misdemeanor to a noncriminal violation.

Idaho – House Bill 102, effective July 1, 2017, requires insurers to file a corporate governance annual disclosure with the insurance director.

Illinois – House Bill 4361, which was approved by the Governor July 28, 2016 and effective July 1, 2017, substantially amends the LLC Act. Among other changes the new law permits oral and implied operating agreements; provides that an LLC is member-managed unless its operating agreement provides otherwise; provides that a member is not an agent of the LLC solely by reason of being a member; permits fiduciary duties to be eliminated or restricted in the operating agreement; permits a court to order a buyout rather than judicially dissolving an LLC; provides new procedures for conversions and mergers; authorizes domestications; permits the filing of a Statement of Authority and a Statement of Denial; provides that the Articles of Organization and Annual Report must contain the names of only those members with the authority of a manager; eliminates the duty of an LLC to buy the interest of a dissociated member; requires the filing of a Statement of Termination following the winding up of a dissolved LLC; protects the name of an administratively dissolved LLC for 3 years after dissolution; changes and clarifies the inspection rights of members, transferees, and dissociated members; provides that an LLC is bound by the operating agreement whether or not it is named as a party; and provides that a charging order constitutes a lien on the judgment debtor's distributional interest.