GENERAL ASSEMBLY OF NORTH CAROLINA SESSION 2019 S 3 SENATE ...

GENERAL ASSEMBLY OF NORTH CAROLINA

SESSION 2019

S

3

SENATE BILL 362

Commerce and Insurance Committee Substitute Adopted 4/18/19

Finance Committee Substitute Adopted 6/18/19

Short Title:

Annual Report Standardization.

(Public)

Sponsors:

Referred to:

March 27, 2019

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A BILL TO BE ENTITLED

AN ACT REVISING THE LAWS GOVERNING THE SUBMISSION OF ANNUAL

REPORTS BY VARIOUS ENTITIES TO THE SECRETARY OF STATE.

The General Assembly of North Carolina enacts:

PART I. BUSINESS CORPORATIONS

SECTION 1.(a) G.S. 55-16-22 reads as rewritten:

"¡ì 55-16-22. Annual report.report to the Secretary of State.

(a)

Requirement. ¨C Except as provided in subsections (a1) and subsection (a2) of this

section, each domestic corporation and each foreign corporation authorized to transact business

in this State shall deliver an annual report directly to the Secretary of State in electronic form or

in paper form as prescribed by the Secretary of State under this section.

(a1) Each insurance company subject to the provisions of Chapter 58 of the General

Statutes shall deliver an annual report to the Secretary of State.

(a2) Professional Corporations Exempt. ¨C A corporation governed by Chapter 55B of the

General Statutes is exempt from this section.

(a3) Form; Required Information. ¨C The annual report required by this section shall be in

a an electronic form prescribed by the Secretary of State. The Secretary of State shall prescribe

the form needed to file an annual report electronically and shall provide this form by electronic

means. The annual report shall set forth all of the following:

(1)

The name of the corporation and the state or country under whose law it is

incorporated.

(2)

The street address, and the mailing address if different from the street address,

of the registered office, office in this State, the county in which its registered

office is located, and the name of its registered agent and e-mail address at

that office in this State, office, and a statement of any change of such the

registered office or registered agent, or both.agent.

(3)

The address and telephone number of its principal office.

(4)

The names, titles, and business street addresses of its principal

officers.officers and the name, mailing address, e-mail address, and telephone

number of an individual who is authorized to provide information regarding

persons with the authority to bind the corporation.

(4a) Repealed by Session Laws 1997-475, s. 6.1, effective January 1, 1998.

(5)

A brief description of the nature of its business.

*S362-v-3*

General Assembly Of North Carolina

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Session 2019

(6)

An e-mail address for the corporation, if different from the e-mail address

provided under subdivision (2) of this subsection.

If the information contained in the most recently filed annual report has not changed, a

certification to that effect may be made instead of setting forth the information required by

subdivisions (2) through (5) of this subsection.

(a4) [Form; Certain Veteran-Owned Businesses.] Form; Certain Veteran-Owned

Businesses. ¨C The Secretary of Revenue and the Secretary of State shall also provide appropriate

space and instructions on the annual report form for a domestic corporation or foreign corporation

to voluntarily indicate whether or not the corporation is a veteran-owned small business or a

service-disabled veteran-owned small business.

(b)

Currency of Information. ¨C Information in the annual report must be current as of the

date the annual report is executed on behalf of the corporation.

(c)

Due Date. ¨C An annual report is due by the fifteenth day of the fourth month following

the close of the domestic or foreign corporation's fiscal year.

(d)

Incomplete Information. ¨C If an annual report does not contain the information

required by this section, the Secretary of State shall promptly notify the reporting domestic or

foreign corporation in writing and return the report to it for correction. If the report is corrected

to contain the information required by this section and submitted to the Secretary of State within

30 days after the effective date of notice, it is deemed to be timely filed.

(e)

Amendments. ¨C Amendments to any previously filed annual report may be filed

submitted for filing with the Secretary of State at any time for the purpose of correcting, updating,

or augmenting the information contained in the annual report.

(f)

Expired.

(g)

Repealed by Session Laws 2017-204, s. 1.13, effective August 11, 2017.

(h)

Delinquency. ¨C If the Secretary of State does not receive an annual report within 60

days of after the date the report is due, the Secretary of State may presume that the annual report

is delinquent. This presumption may be rebutted by evidence of delivery submission presented

by the filing corporation.

(i)

E-Mail; Confidentiality. ¨C The Secretary of State may provide by e-mail any notice

or form required under this section if the submitting domestic or foreign corporation to be notified

has consented to receiving notices and forms via e-mail and has provided the Secretary of State

an e-mail address for receiving the notices or forms. Any e-mail address provided by a submitting

domestic or foreign corporation in accordance with this section is confidential information and

is not a public record under Chapter 132 of the General Statutes."

SECTION 1.(b) G.S. 55-1-22 reads as rewritten:

"¡ì 55-1-22. Filing, service, and copying fees.

(a)

The Secretary of State shall collect the following fees when the documents described

in this subsection are delivered submitted to the Secretary for filing:

Document

Fee

¡­

(23)

Annual report (paper)

25.00125.00

(23a) Annual report (electronic)

18.00

¡­

(d)

The fee for the annual report in subdivision (23) of subsection (a) of this section is

nonrefundable."

SECTION 1.(c) G.S. 55-14-22 reads as rewritten:

"¡ì 55-14-22. Reinstatement following administrative dissolution.

(a)

A corporation administratively dissolved under G.S. 55-14-21 may apply to the

Secretary of State for reinstatement. The application must:must do all of the following:

(1)

Recite the name of the corporation and the effective date of its administrative

dissolution; anddissolution.

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Senate Bill 362-Third Edition

General Assembly Of North Carolina

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Session 2019

(2)

State that the ground or grounds for dissolution either did not exist or have

been eliminated.

(3)

Reserved.

(4)

Repealed by Session Laws 1995, c. 539, s. 6.

(a1) If, at the time the corporation applies for reinstatement, the name of the corporation

is not distinguishable from the name of another entity authorized to be used under G.S. 55D-21,

then the corporation must change its name to a name that is distinguishable upon the records of

the Secretary of State from the name of the other entity before the Secretary of State may prepare

a certificate of reinstatement.

(b)

If the Secretary of State determines that the application contains the information

required by subsection (a) of this section, that the information is correct, and that the name of the

corporation complies with G.S. 55D-21 and any other applicable section, and that any penalties,

fees, or other payments due under this Chapter have been paid, the Secretary of State shall cancel

the certificate of dissolution and dissolution, prepare a certificate of reinstatement that recites the

Secretary of State's determination and the effective date of reinstatement, file the original of the

certificate, certificate of reinstatement, and mail a copy of it to the corporation.

(c)

When the reinstatement is effective, it relates back to and takes effect as of the date

of the administrative dissolution and the corporation resumes carrying on its business as if the

administrative dissolution had never occurred, subject to the rights of any person who reasonably

relied to his the person's prejudice upon the certificate of dissolution."

SECTION 1.(d) G.S. 105-228.90(a)(2) and G.S. 105-256.1 are repealed.

SECTION 1.(e) For entities having gross revenues of at least one hundred

seventy-five thousand dollars ($175,000) in their fiscal year ending in 2018, the requirement to

file annual reports electronically under G.S. 55-16-22, as amended by subsection (a) of this

section, becomes effective January 1, 2020, and applies to annual reports due on or after that

date. For entities having gross revenues less than one hundred seventy-five thousand dollars

($175,000) in their fiscal year ending in 2018, the requirement to file annual reports electronically

under G.S. 55-16-22, as amended by subsection (a) of this section, becomes effective January 1,

2021, and applies to annual reports due on or after that date. The remainder of this section

becomes effective January 1, 2020, and applies to annual reports due on or after that date.

PART II. LIMITED LIABILITY COMPANIES

SECTION 2.(a) G.S. 57D-2-24 reads as rewritten:

"¡ì 57D-2-24. Annual report for to the Secretary of State.

(a)

Requirement. ¨C Excluding professional limited liability companies governed by

G.S. 57D-2-02, each LLC and each foreign LLC authorized to transact business in this State must

deliver submit an annual report to the Secretary of State for filing annual reports on a in electronic

form as prescribed by, and in the manner required by, by the Secretary of State and as otherwise

provided in subsection (b) subsections (b) and (b1) of this section. Each annual report must

specify the year for which the report applies and provide the information required by this

subsection. The information must be current as of the date the limited liability company

completes the report. If the information in the limited liability company's most recent annual

report has not changed, the limited liability company may certify in its annual report that the

information has not changed in lieu of restating the information.

The following information must be included in each annual report:

(1)

The name of the limited liability company and, in the case of a foreign LLC,

any different name that the foreign LLC is authorized under Article 3 of

Chapter 55D of the General Statutes to use to transact business in this State,

as provided in the foreign LLC's certificate of authority.

(2)

In the case of a foreign LLC, the name of the jurisdiction under whose law the

foreign LLC is organized.

Senate Bill 362-Third Edition

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(3)

The street address, and the mailing address if different from the street address,

of the limited liability company's registered office in the this State, the county

in which the registered office is located, the name and e-mail address of its

registered agent at that office, and a statement of any change of the registered

office or registered agent.

(4)

The address and telephone number of its principal office.

(5)

The names, titles, and business street addresses of the limited liability

company's principal company officials.managers, principal company

officials, and the name, mailing address, e-mail address, and telephone

number of an individual who is authorized to provide information regarding

persons with the authority to bind the LLC.

(6)

A brief description of the nature of its business.

(7)

An e-mail address for the limited liability company, if different from the

e-mail address provided under subdivision (3) of this subsection.

(a1) Form; Certain Veteran-Owned Businesses. ¨C The Secretary of State shall also provide

appropriate space and instructions on the annual report form for a limited liability company to

voluntarily indicate whether or not it is a veteran-owned small business or a service-disabled

veteran-owned small business.

(b)

Due Date for Initial Annual Report. ¨C The Secretary of State must notify limited

liability companies of the annual report filing requirement. The first annual report of a limited

liability company is due to be delivered submitted to the Secretary of State by April 15 of the

year following (i) in the case of an LLC, the calendar year in which the LLC's articles of

organization or articles of organization and conversion filed by the Secretary of State become

effective or (ii) in the case of a foreign LLC, the calendar year in which the Secretary of State

issues to the foreign LLC a certificate of authority to transact business in this State.

(b1) Due Date for Subsequent Annual Reports. ¨C The limited liability company shall

deliver submit an annual report by April 15 of each subsequent year until (i) in the case of an

LLC, the effective date of its articles of dissolution filed by the Secretary of State or the effective

date of either a certificate of dissolution for an LLC that is not reinstated under G.S. 57D-6-06(c)

or a decree of dissolution that is filed by the Secretary of State as provided in G.S. 57D-6-05; (ii)

in the case of a foreign LLC, the foreign LLC receives a certificate of withdrawal from the

Secretary of State or the Secretary of State revokes the foreign LLC's certificate of authority

under Part 3 of Article 7 of this Chapter; or (iii) in the case of either an LLC or foreign LLC, the

effective date of a merger or conversion under Article 9 of this Chapter in which the limited

liability company is a merging entity or a converting entity but not the surviving entity.

(c)

Incomplete Information. ¨C If an annual report does not contain the information

required by this section, the Secretary of State shall promptly notify the reporting limited liability

company in writing and return the report to it for correction. If the report is corrected to contain

the information required by this section and delivered submitted to the Secretary of State within

30 days after the effective date of notice, it is deemed to be timely delivered.submitted.

(d)

Amendments. ¨C Amendments to any previously filed annual report may be delivered

submitted for filing by to the Secretary of State at any time for the purpose of correcting,

updating, or augmenting the information contained in the annual report.

(e)

E-Mail; Confidentiality. ¨C The Secretary of State may provide by e-mail any notice

or form required under this section if the submitting LLC to be notified has consented to receiving

notices and forms via e-mail and has provided the Secretary of State an e-mail address for

receiving the notices or forms. Any e-mail address provided by a submitting LLC in accordance

with this section is confidential information and is not a public record under Chapter 132 of the

General Statutes."

SECTION 2.(b) G.S. 57D-1-22 reads as rewritten:

"¡ì 57D-1-22. Filing, service, and copying fees.

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Session 2019

(a)

The Secretary of State shall collect the following fees when the documents described

in this subsection are delivered submitted to the Secretary of State for filing:

Document

Fee

¡­

(28) Annual report

200.00125.00

¡­."

SECTION 2.(c) G.S. 57D-6-06 reads as rewritten:

"¡ì 57D-6-06. Administrative dissolution.

(a)

The Secretary of State may administratively dissolve an LLC if the Secretary of State

determines that the LLC has done any of the following:

(1)

The LLC has not paid within 60 days after they are due any penalties, fees, or

other payments due under this Chapter.

(2)

The LLC does not deliver its annual report to the Secretary of State on or

before the 60th day within 60 days after it is due.

¡­

(b)

If the Secretary of State determines that one or more grounds exist under subsection

(a) of this section for dissolving an LLC, the Secretary of State shall mail the LLC notice of that

determination. If, within 60 days after the notice is mailed, the LLC does not correct each ground

for dissolution or demonstrate to the satisfaction of the Secretary of State that each ground does

not exist, the Secretary of State shall administratively dissolve the LLC by signing a certificate

of dissolution that recites the ground or grounds for dissolution and the effective date of the

dissolution. The Secretary of State shall file the original certificate of dissolution and mail a copy

to the LLC.

(c)

An LLC administratively dissolved under this section may apply to the Secretary of

State for reinstatement. The procedures for reinstatement and for the appeal of any denial of the

LLC's application for reinstatement are the same as those applicable to a domestic corporation

under G.S. 55-14-22, 55-14-23, and 55-14-24. Any penalties, fees, or other payments due under

this Chapter shall be paid prior to reinstatement. If, at the time the LLC applies for reinstatement,

the name of the LLC is not distinguishable from the name of another entity authorized to be used

under G.S. 55D-21, then the LLC must change its name to a name that is distinguishable on the

records of the Secretary of State from the name of the other entity before the Secretary of State

may prepare a certificate of reinstatement. The effect of reinstatement of an LLC is the same as

for a domestic corporation under G.S. 55-14-22."

SECTION 2.(d) For entities having gross revenues of at least one hundred

seventy-five thousand dollars ($175,000) in their fiscal year ending in 2018, the requirement to

file annual reports electronically under G.S. 57D-2-24, as amended by subsection (a) of this

section, becomes effective January 1, 2020, and applies to annual reports due on or after that

date. For entities having gross revenues less than one hundred seventy-five thousand dollars

($175,000) in their fiscal year ending in 2018, the requirement to file annual reports electronically

under G.S. 57D-2-24, as amended by subsection (a) of this section, becomes effective January 1,

2021, and applies to annual reports due on or after that date. The remainder of this section

becomes effective January 1, 2020, and applies to annual reports due on or after that date.

PART III. NONPROFIT CORPORATIONS

SECTION 3.(a) Article 16 of Chapter 55A of the General Statutes is amended by

adding a new section to read:

"¡ì 55A-16-22.1. Annual report to the Secretary of State.

(a)

Requirement. ¨C Each domestic corporation and each foreign corporation authorized

to conduct affairs in this State shall submit an annual report to the Secretary of State, in electronic

form as prescribed by the Secretary of State, that sets forth all of the following:

Senate Bill 362-Third Edition

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