SB 1010
Amends the duties and filings for limited partnerships and corporations
LR Number:
Last Action:
3/13/2006 - Hearing Conducted S Judiciary and Civil & Criminal Jurisprudence Committee
Journal Page:
Calendar Position:
Effective Date:
August 28, 2006

Current Bill Summary

SB 1010 - This act defines responsible persons for limited liability companies for the purposes of withholding and paying taxes. Responsible persons of a limited liability company where the management of the company is vested in managers, shall be those managers. In a limited liability company where management is not vested in managers, a responsible person shall be a responsible member as indicated in the company's articles of organization or one who has direct control, supervision, or responsibility for filing returns or payments.

Under the act, members of a limited liability company shall not be liable for taxes solely based on such member's membership in the company unless that member is a responsible person.

The act repeals language requiring duplicate filings for corporations and partnerships for articles of acceptance, resignation of registered agents, articles of merger, and changes of address for agents and registered offices.

If all general partners withdraw from a limited partnership, and the partners agree to continue business, a certificate of amendment must be signed by the remaining partners designating themselves in the certificate as general partners. The certificate must also state the events of the withdrawal of the general partners.