S.B. 40 Business Entity Amendments: transcript

Thank you, Mr. Vice Chair. Um, when we talk about Senate Bill 40, we are also talking about Senate Bill 41. And because it is one of those classic reification and kind of taking different, uh, different chapters and titles and putting them together, and so, and, and they're massive, when you start looking at it at, they're massive. And so it, it was actually so massive that we couldn't get it all in one bill. If you look at Senate Bill 40, it's 9,000 lines, uh, with Senate Bill 41, they're, you're approaching, you know, 15,000 lines of, of, of text. Not all of it is obviously is new code or anything, but, but it does do that. And with your permission, Mr. Vice Chair, I'd like to turn the time over to my, uh, good house chair, uh, house sponsor to, uh, give you some more details on the bill. Thank you. Thank you.

Working. Can you hear me? Lemme turn you on. There. There, there you go. Thanks. I feel like I was just here. So, uh, I'm excited to be back. I was actually here in the Business Labor Committee during interim, so it was fun being part of this process during the summer and during the interim meetings. Uh, like he said, this is a really big bill, but there's no fundamental changes in the business, uh, world, in the division of corporations. Uh, we're moving over the course of the years. A little bit of background is, over the course of the years, you had, uh, the different types of businesses, corporations, LLCs, nonprofits, uh, digital autonomous organizations, different groups. And they were, each had their own section of code, and some would be over here. They would start cross-referencing different areas, and it became a giant mess. And so this was a big effort to bring it all into one uniform system. And someone explained it to me as I started asking questions about it. They said, think of it like a library where we're sort of creating a new, new book section. We're moving some new books to make it more organized in this section. We're not rewriting any of the books, we're just moving some of the books into a better section. And so the, they've called it the Hub and Spoke method where the division of corporations is the hub, and then all the different types of organizations or entities are the different smokes, uh, spokes. That's another bill. And, uh, so the different spokes to that. And it's just trying to help bring some clarity, some uniformity, uh, into the system where, whether you're a nonprofit, whether you're a, a corporation, whether you're an LLC, you have the same filing process, the same similar paperwork for each corporation. So that as a filer, I know what to expect, I know what I need to prepare, and they know what they're gonna be receiving on their end. So from the beginning, from the formation of a corporation to any mergers or changes along the way to a dissolving the corporation or the business entity at the end, we know what to expect on the business end and on the government end. Um, so that's the high level overview is it's combining dozens of duplicative statutes and code into one section where I know where to look. You guys know where to look, and corps division of corporations knows where to look. That is it in a nutshell. If you have detailed, wanna get into the weed type questions? We have the new director of corporations, Scott Whitaker. Yeah. Right. So he's here with us if you wanna really get into the weeds of any of the details. And then, like Senator Vickers said, we also have, I know that's next to the agenda, to the House bill, Senate Bill 41. That is actually just the recoding and updating the numbers of the new code. So saying it was section 42, now it's section 38, so it's just moving the numbers. So that's our presentation.

Yeah, It's all the existing code. It's, it's a lot.

Thank you. I move that we favorably recommend Senate Bill 40. Let's, let's move The, I move that we adopt the second sub third, third sub.

Yeah, there was a couple little typos that's just grammatical changes that they were updating. So yeah, we do need to adopt the third sub. Thank you for catching that. Okay.

My motion, I'll restate my motion. My motion is to adopt third substitute Senate bill 40.

Yes. I move that we favorably recommend the third substitute to Senate Bill 40.

Yeah. And I would also just point out for Senator Vickers, um, benefit that I try to read every bill, but when something gets repealed, I have to read all those repealed sections too. So this is a lot longer than it looks and I didn't do it, so,

Thank you Mr. President. Uh, actually I need to Senate Bill 40 and 41 actually go together. This is a re codification bill of Title 16 and also title 48, moving them into one new ti new title 16. And because it was, it's so massive and so big, we have to, um, can take it up in two bills. So I'll just now I'll discuss it once so you can kinda get the feel of it also because of it as reification. And you know what, uh, we wanted to make sure that we had gone through and got everything, you know, all the references and different things. We did find that there was a number of references that need to be corrected. So because of that, I will have a motion to substitute on both of them. But lemme explain what's going on here. Title 16 is Under Corporations, title 48 is Unincorporated Businesses. What's moving? It's moving everything together to create some standards so that the standards across all businesses. Uh, so they establish broadly applicable to chapter and code specifically. Um, if you're looking at, you know, things that it might be doing as entity filing requirements, permitted names for an entity, registered agent requirements, foreign entity requirements, administrative dissolution of an entity, merger requirements, interest exchange requirements, conversion requirements, investigation requirements. And so it's typically we've had those under, like I say, under two separate types. Now we're moving all business entities under one. So there'll be similar action moving forward. Uh, with that de description of the bill, I do need to make a motion to substitute, uh, replacing bottle title and body Senate bill 40 and replace it with first substitute. Thank you. Uh, I think pretty much explained the substitute motion, uh, discussion on the motion to substitute Senator Weiler.

Um, thank you Mr. President. Just as a point of order, is the substitute in the name of a senator or a house member? And if it's a house member, is that a problem?

It was supposed to be in my name. I think it's in Representative Shallenberger's name, so I don't know if you want to circle it and see if we Yeah, I may need to, let's See.

Can't sign the rule, but I think it has to be in a senator's name.

Thank you. Uh, thank you Mr. President. Uh, certainly appreciate Senator Weiler and his catch on the on the substitute. Um, as I mentioned the bill, both Senate Bill 40 and 41 are combined because of the magnitude of the reification. Uh, hopefully you remember the things that I talked about when we talked about some of the, what the advantages are. Advantages are that it brings all businesses under the same, uh, same format for a number of different things. And with that, I would like to make a, a motion that we delete entitle and Body Senate bill 40 and replace it with second substitute Senate Bill 40. Thank you. That motion's in order. Any further, uh, explanation on the substitute? If not, I'll place the motion. All in favor say aye. Aye. Any opposed? Will the motion passes. The bill is now substitute. Now. Senator, any further explanation on the bill? No, I, I think we explained it pretty well. I will be hoping for any questions.

Thank you. Under suspension of the rules, I would move that second substitute Senate Bill 40 pass.

Senator Vickers Baldy Lein Breer Bus Aye. Comore Aye. Esca Aye. Fillmore a Grover Harper Aye. Kins Ipson Johnson. Aye. K Juab McKay Mikel Milner Musselman Owens pitcher Plum Rebe Sandal Stevenson Stratton Vickers Aye. Bier Aye. Wilson Aye. Winterton Aye.

So I'm gonna go ahead for you for a motion. Thank You Mr. President. Motion to encircle Senate bill 41.

I just have a couple questions with Representative MacPherson that we're just trying to resolve and circle back to.

Thank you Speaker. This is a re codification bill coming from the division of corporations come through the business, uh, interim committee and it takes all the different types of business organizations, nonprofits, corporations, LLCs, digital autonomous organizations, uh, uh, all of those and their different codes and different types of areas have slowly built up, uh, a lot of messy code. And so this has been a large reification effort to bring all those into what they're calling a hub and spoke approach where they're gonna have a uniform filing system. So business owners like myself, know what we need to file when renewals, terminations, anything. It has a uniform filing, uh, process, uh, regardless of what the type of entity it is. So large, large reification effort. And that's where we are. We'd be open to any questions.

this is a very technical bill in nature, really isn't substantive in nature and there were some additional technical changes that had to be made and as we did some cleanup in the house, so I would move that we concur with the amendments.