Delaware — Recently enacted Secs. 204 and 205 of the corporation law allow a corporation or the chancery court to validate stock issuances or other corporate acts that were invalid due to noncompliance with the law. In In re Numoda Corporation Shareholders Litigation, C.A. No.

Montana — Senate Bill 35, effective February 18, 2015, provides that a certificate of existence no longer has to be filed with the application for authority by a foreign corporation, foreign nonprofit corporation, foreign LLC or foreign LP or the application to register a name for a foreign corporation, foreign nonprofit corporation, or foreign LLC.  Instead the entity must state on the application that it exists in its home jurisdiction and is in compliance with the…

Montana — Senate Bill 36, effective February 18, 2015, amends the LP law to require foreign LPs to file an amendment to their certificate of authority upon a change in general partners or if any information in the certificate of authority has become false and to permit an amendment to be filed under other circumstances.

South Dakota — House Bill 1065, effective July 1, 2015, amends the business corporation law provision relating to the duration of shareholder voting trusts.

Indiana Senate Bill 487, effective July 1, 2015, amends the business entity laws

Massachusetts House Bill 4380, effective February 8, 2015, amends the LLC law.

Michigan Senate Bill 624, effective January 10, 2015, amends the provisions governing charitable purpose organizations

Michigan Senate Bill 623, effective January 10, 2015, amends the nonprofit corporation law

Michigan — Senate Bill 929, effective January 10, 2015 amends the LLC law to allow merger and conversion of LLCs and nonprofit corporations.

New York — Assembly Bill 8106, effective February 27, 2015, amends the LLC law by imposing joint and several liability on the ten members of an LLC with the largest percentage of ownership  for debts, wages or salaries owing to any of its laborers, servants or employees for services performed by them for the LLC.