When I was first hired last year, I recognized the importance of having a Division of Public Policy and named Cheryn Baker as assistant secretary of state for policy & research. This Division researches and drafts laws, which affect areas of responsibility of our office given to us by the state Constitution and Legislature. I thought it was important to have a resource to study the responsibilities of our office and potential areas of improvement to our State. We created this division by me allocating staff and without hiring additional employees. It has proven to be quite an asset to both our agency and the people of the State of Mississippi.
With the help of our new Public Policy Division, the Office of the Secretary of State and the State Legislature crafted meaningful legislation during the 2009 session, all of which was signed into law by the governor. Through various business reform study group meetings last summer, our office was able to assist in drafting important legislation to Mississippi’s business and charitable communities. Because of the hard work of our Legislature, the 2008 Business Reform Study Committees and our staff, Mississippi now boasts of having the number one charities and non-profits, securities and trademarks legislation in the country.
Continuing on the accomplishments of the 2008 business reform study group meetings, we are in the process of forming new study groups composed of Mississippians with the time and experience to form and help draft new legislation. Their efforts will further improve Mississippi’s business environment.
The following groups have been appointed for the 2009 Business Reform Study Committees:
The Limited Liability Company Laws Study Group: This group was formed in 2008 and will continue to meet in 2009. Currently, LLCs are the business of choice in Mississippi, with over 72,000 registered at the Office of the Secretary of State. Because there is no annual filing requirement for a limited liability company, we believe many of the 72,000 are now defunct. However, with no reporting requirement, we are unable to gauge how many of these LLCs are actually operable or static. Further, businesses and banks operating in commerce in Mississippi are not sure they can rely on the initial filing when they conduct business or make loans. Most states already require annual filing fees for LLCs, and we are finding strong support for bringing a good business practice to these entities. Legislation proposed last year would require LLCs to file an annual report with our office and pay a small filing fee, identical to the fee required by corporations. That legislation died on the floor of the Senate. This summer, we hope to not only explore the possibility of an annual filing requirement, but also review areas such as fiduciary duties, agency authority and operating agreements. We have also developed a sub-group that will study the feasibility of adopting the Model Registered Agents Act for adoption in Mississippi.
The Trust Laws Study Group: The Trust Laws Study Group will consider the Uniform Trustees Powers Act and whether or not our state should recognize “asset protection trusts,” technically called “self-settled spendthrift trusts.” The Trust Laws Study Group will also consider whether Mississippi should adopt the most current form of the Uniform Prudent Management of Institutional Funds (UPMIFA), which sets forth rules regarding the investment of the charitable organizations funds and sets standards for best investment practices.
The UCC and Debtor Creditor Laws Study Group: This group will consider recommending the adoption of the most current versions of Articles 1 (General and Definitions), 3 (Negotiable Instruments), and 4 (Bank Deposits and Collections) of the Uniform Commercial Code. These versions reflect new technologies and practices in payment systems, such as online transactions. The group will also consider changes to the state’s debtor creditor laws, including lien laws.
The Trade Names Study Group: This group will consider whether or not our state should adopt a system for the registration of trade names, also known as fictitious names, assumed names or “dba’s.” Trade names are fictitious or assumed names other than an individual, owner or legal business name that distinguishes one business from another. These laws would benefit Mississippians by easily making public the owner/operator of a particular business and protecting established businesses from those who might try to falsely represent their company under a similar name.
In addition to the four study groups outlined above, the Office of the Secretary of State will also serve as the chair of the Real Property Task Force. This task force was created during the 2009 legislative session to study the merits of creating a statewide uniform system of filing and recording real property documents. The group will also study the scope and feasibility of implementing the electronic recording of property documents.
For more information on the Business Reform Study Groups or questions, comments or concerns, don’t hesitate to contact our office at (601) 359-1350.
Delbert Hosemann, Secretary of State of the State of Mississippi, contributed this Op-Ed column for the Mississippi Business Journal. For a public officiaal or newsmaker to contribute an Op-Ed column, contact MBJ managing editor Ross Reily at email@example.com.