ANNUAL REPORT MODERNIZATION.

View NCGA Bill Details2017-2018 Session
Senate Bill 114 (Public) Filed Tuesday, February 21, 2017
AN ACT REVISING THE LAWS GOVERNING THE SUBMISSION OF ANNUAL REPORTS BY VARIOUS BUSINESS ENTITIES TO THE SECRETARY OF STATE; CONFORMING THE TREATMENT OF LEASEHOLD INTERESTS IN EXEMPT PROPERTY TO THAT OF OTHER TYPES OF INTANGIBLE PERSONAL PROPERTY FOR PURPOSES OF THE PROPERTY TAX; AND CREATING THE CRIMINAL CODE RECODIFICATION COMMISSION.
Intro. by Wells, Tarte.

Status: Re-ref Com On Rules and Operations of the Senate (Senate Action) (Jun 29 2017)

SOG comments (1):

Long Title Change

House committee substitute to the 4th edition makes changes to the long title. The original title is as follows:

AN ACT REVISING THE LAWS GOVERNING THE SUBMISSION OF ANNUAL REPORTS BY VARIOUS BUSINESS ENTITIES TO THE SECRETARY OF STATE.

Bill History:

S 114

Bill Summaries:

  • Summary date: Jun 28 2017 - More information

    House amendment #1 makes the following changes to the 6th edition.

    Amends the effective date provision to provide that for entities having gross revenues of at least $175,000 in their fiscal year ending in 2018 (was, 2017), Parts I, II, and IV of this act become effective January 1, 2019 (was, 2018), and apply to annual reports due on or after that date. For entities having gross revenues less than $175,000 in their fiscal year ending in 2018 (was, 2017), Parts I, II, and IV of this act become effective January 1, 2020 (was, 2019), and apply to annual reports due on or after that date. Parts III and V of this act become effective January 1, 2020 (was, 2019), and apply to annual reports due on or after that date. Section 6(a) of Part VI of this act becomes effective January 1, 2020 (was, 2019), and applies to requests for refunds submitted on or after that date. Section 7 and the remainder of the act remain effective when it becomes law.


  • Summary date: Jun 28 2017 - More information

    House committee substitute makes the following changes to the 5th edition.

    Amends Part X. Increases the number of members appointed by the Chief Justice of the Supreme Court to the Criminal Code Recodification Commission from 10 to 11, adding a member who is a sitting clerk of superior court.


  • Summary date: Jun 27 2017 - More information

    House committee substitute makes the following changes to the 4th edition.

    Amends the long title.

    Amends GS 105-275 (Property classified and excluded from the tax base). Amends the provisions of that statute that distinguish the treatment of leasehold interests in exempted real property from the treatment of intangible personal property other than software. Effective for taxes imposed for taxable years beginning on or after July 1, 2017.

    Establishes a 25-member Criminal Code Recodification Commission (Commission), with members appointed by the President Pro Tem. of the Senate, the Speaker of the House of Representatives, the Governor, the Lieutenant Governor, the North Carolina Chamber Legal Institute, and the Chief Justice, with the chair appointed by the Chief Justice. Directs the Commission to create a fully drafted new criminal code, official commentary to the new code, conversion tables to compare current law to the draft code, and offense grading tables, as specified and according to nine listed standards, including that the Commission eliminate unnecessary, inconsistent, or unlawful provisions in the current code. Provides for seeking funding for the Commission. Directs the Commission to make an interim report no later than December 1, 2018, to the Joint Legislative Oversight Committee on Justice and Public Safety, and to make a final report of its findings and recommendations no later than December 1, 2019, to the Joint Legislative Oversight Committee on Justice and Public Safety and the General Statutes Commission. Provides that the Commission expires upon the submission of its final reports. Directs all agencies, boards, and commissions with the power to establish criminal penalties in the NC Administrative Code to provide the Commission with a list of all criminal penalties currently in effect or pending implementation, by December 1, 2017.

    Provides that Section 7 is effective when the act becomes law.


  • Summary date: Jun 26 2017 - More information

    Senate amendment makes the following changes to the 3rd edition.

    Amends GS 55-16-22 (Annual report) to provide that all corporations governed by GS Chapter 55B (Professional Corporation Act), whether domestic or not, are exempt from this statute. Amends the required contents of the annual report by a business corporation to include the business street addresses (was, physical business addresses) of its principal officers. Further requires the name and specified contact information of an individual authorized to provide information regarding persons with authority to bind the corporation. Clarifies that amendments to previously filed annual reports may be submitted for filing (was, filed) with the Secretary of State. Deletes the provision regarding the effective date for statements of change for registered offices or registered agents.

    Amends GS 57D-2-24 (Annual report for Secretary of State). Amends the required contents of the annual report by an LLC to include the business street addresses (was, physical business addresses) of the LLC's managers and principal company officers. Further requires the name and specified contact information of an individual authorized to provide information regarding persons with the authority to bind the LLC. Provides that amendments to previously filed annual reports may be submitted for filing to (was, filing by) the Secretary of State.

    Amends proposed GS 55A-16-22.1 (Annual report for the Secretary of State). Amends the required contents of the annual report by a nonprofit corporation to include the names, titles, and business street addresses of the corporation's principal officers (was names, titles, and physical business addresses of officers with the actual authority to bind the corporation), and the name and specified contact information of an individual authorized to provide information regarding persons with authority to bind the corporation. Deletes the requirement that the annual report specify whether the corporation has members. Provides that amendments to previously filed annual reports may be submitted for filing to the Secretary of State as currently specified (3rd edition did not specify to whom the amendment was filed).

    Amends GS 59-84.4 (Annual report for Secretary of State). Amends the required contents of the annual report of a partnership to include the names, titles, and business street addresses of its partners, and the name and specified identifying information of an individual who is authorized to provide information regarding persons with authority to bind the partnership. Deletes the provision requiring the Secretary of State to provide a required form to file an annual report. Provides that amendments to previously filed annual reports may be submitted for filing to (was, filed with) the Secretary of State.

    Amends GS 59-1106, regarding fees for partnerships, to lower the fee for filing an annual report for a limited liability limited partnership from $200 to $125.

    Enacts new GS 59-109 (Annual report to Secretary of State). Requires limited partnerships to submit an annual report to the Secretary of State in electronic form as specified by the Secretary of State. Lists nine pieces of information required to be included in the annual report, including the names, titles, and business street addresses of all general partners, and the name and specified contact information of an individual authorized to provide information regarding persons with authority to bind the partnership. Requires information in the annual report to be current as of the date the report is executed on behalf of the limited partnership. Requires the annual report to be delivered to the Secretary of State by the 15th day of the 4th month following the close of the limited partnership's fiscal year. Directs the Secretary of State to notify a limited partnership in writing if an annual report does not contain the required information, and provides that a correction submitted within 30 days of the effective date of notice to be timely submitted. Provides that amendments to any previously filed annual reports may be submitted for filing to the Secretary of State at any time for the purpose of correcting, updating, or augmenting the information in the report. Authorizes the Secretary of State to provide notice or forms under this statute by email if the limited partnership has consented to receiving forms and notices by email and has provided an email address for receiving the notices or form, which email is considered confidential and not subject to disclosure under GS Chapter 132.

    Enacts new GS 59-110 (Grounds for Revocation). Authorizes the Secretary of State to revoke the registration of a limited partnership or the certificate of authority of a foreign limited partnership if the Secretary of State determines that any of four listed things has occurred, including that the partnership has not paid, within 60 days after they are due, any penalties, fees, or other payments under GS Chapter 59. Directs the Secretary of State to mail written notice of any determination that a limited partnership has committed any of the listed acts, and to revoke the registration of the limited partnership if it does not correct or demonstrate the nonexistence of each ground of revocation within 60 days of the date the notice is mailed, as specified. Authorizes a limited partnership whose registration is revoked under this statute to apply to the Secretary of State for reinstatement. Specifies procedure for reinstatement. Requires a limited partnership that applies for reinstatement, whose name is not distinguishable from the name of another entity authorized to be used under GS 55D-21, to change its name to a name that is distinguishable upon the records of the Secretary of State from the other entity's name, before the Secretary of State may prepare a certificate of reinstatement. Provides that reinstatement has the same effect as that for a corporation under GS 55-14-22.

    Amends GS 105-164.14(b). Provides that the Secretary's duty to verify that a nonprofit entity is not delinquent for failure to file annual reports with the Secretary of State must be performed before issuance of a timely filed request for refund (was, before issuance of a refund).

    Makes Section 5 of the act, which enacted new GS 59-109 and GS 59-110, effective January 1, 2019. Makes the changes to GS 105-232 effective when the act becomes law and applicable to fees collected on or after that date.


  • Summary date: May 24 2017 - More information

    Senate committee substitute makes the following changes to the 2nd edition.

    Deletes Section 5(a), enacting GS 105-164.14(d3) and (d4), and Section 5(b), amending GS 105-164.14(d3) as enacted by the act. Instead, amends GS 105-164.14(b) as follows. Adds new provisions requiring the Secretary of Revenue to verify, prior to issuance of a refund, that a nonprofit entity is not delinquent for failure to file annual reports with the Secretary of State based on information received at least 30 days prior to issuance of any tax refund. Requires the Secretary of Revenue to deny the request for a refund and notify any delinquent nonprofit entity that the request has been denied for failure of the entity to submit any required annual reports to the Secretary of State. Provides that the denial of a request for a refund can be cancelled and the refund granted upon the Secretary of Revenue's receipt of information from the Secretary of State that the nonprofit entity has submitted all required annual reports. Establishes that a refund cannot be issued after one year from the date a request for a refund was denied due to failure to file annual reports with the Secretary of State. Effective January 1, 2019, and applies to requests for refunds submitted on or after that date. Makes conforming organizational change to, but does not alter the content of, Section 5.(c), directing the Secretary of State and the Department of Revenue to jointly develop a process for verifying whether an applicant for a refund under GS 105-164.14 has submitted all required annual reports.

    Makes conforming changes to the effective date provisions in Section 8 of the act.


  • Summary date: Apr 12 2017 - More information

    Senate committee substitute makes the following changes to the 1st edition.

    Amends GS 55-16-22 (Annual reports for corporations). Deletes the proposed amendment authorizing the Secretary of State to assess a $250 penalty for an annual report containing incomplete or inaccurate information, and punishing persons who willfully fail to completely and accurately provide required information. Amends the current 30-day timeline for correcting an annual report with incomplete information to provide that a report is timely filed if it is submitted (currently, delivered) within 30 days of the Secretary's notification of incompletion.

    Makes a conforming change to GS 55-1-22 (Filing, service, and copying fees).

    Amends GS 57D-2-24 (Annual reports for LLCs). Deletes the proposed amendment authorizing the Secretary of State to assess a $250 penalty for an annual report containing incomplete or inaccurate information, and punishing persons who willfully fail to completely and accurately provide required information. Amends the current 30-day timeline for correcting an annual report with incomplete information to provide that a report is timely submitted if it is submitted (currently, delivered) within 30 days of the Secretary's notification of incompletion.

    Deletes proposed amendments to GS 57D-1-22 (Filing, service, and copying fees).

    Amends GS 57D-6-06(c). Provides that penalties, fees, or other payments due under GS Chapter 57D must be paid prior to reinstatement of an administratively dissolved LLC.

    Amends proposed GS 55A-16-22.1 (Annual report for Nonprofits). Directs the corporation to submit its annual reports to the Secretary of State by November 15 of each year, beginning with the year following the formation of the corporation, and annually thereafter until the effective date of a voluntary or judicial dissolution. Deletes the provision authorizing the Secretary of State to assess a $250 penalty for an annual report containing incomplete or inaccurate information, and punishing persons who willfully fail to completely and accurately provide required information. Directs the Secretary of State to promptly notify the reporting corporation in writing of an incomplete report, and to return the report for correction. Provides that a corrected report is timely submitted if submitted within 30 days after the effective date of notice.

    Deletes the proposed amendment to GS 55A-1-22 prohibiting the Secretary of State from charging an additional amount for the use of electronic filing and/or payment.

    Allows the Secretary of State, until January 1,2021, to waive the fee charged to a corporation seeking reinstatement following administrative dissolution for delinquent filing.

    Amends GS 59-84.4 (Annual report for Secretary of State for limited liability partnerships). Deletes the proposed amendment authorizing the Secretary of State to assess a $250 penalty for an annual report containing incomplete or inaccurate information, and punishing persons who willfully fail to completely and accurately provide required information. Amends the current 30 day timeline for correcting an annual report with incomplete information to provide that a report is timely submitted if it is submitted (currently, delivered) within 30 days of the Secretary's notification of incompletion. Requires penalties, fees, or other payments due under GS Chapter 59 to be paid prior to reinstatement of a revoked limited liability partnership.

    Deletes proposed amendments to GS 59-35.2 (Filing, service, and copying fees) prohibiting the Secretary of State from charging an additional amount for the use of electronic filing and/or payment, and requiring the State Treasurer to remit $2 from fees to the Secretary of State.

    Amends the effective date provision so that various parts of the bill are effective for entities at different times, depending on the entity's gross revenue.

    Makes organizational changes to the bill.


  • Summary date: Feb 21 2017 - More information

    Sections 1-5

    Amends GS 55-16-22 to provide that the annual reports required to be submitted by each corporation, both domestic and foreign, authorized to do business in this State are to be submitted to the Secretary of State (was, to the Secretary of Revenue, or in the alternative, directly to the Secretary of State). Removes the requirement that each insurance company subject to GS Chapter 58 deliver an annual report to the Secretary of State. Requires the annual report to be in an electronic form prescribed by the Secretary of State. Amends the information that must be included in the annual report to also include (1) the e-mail address of the corporation's registered agent and a valid e-mail address for the corporation if different from that of the registered agent and (2) the physical business addresses of the principal officers and that address and related information on any other person who has actual authority to bind the corporation. Removes the provision allowing for a certification to be made instead of setting forth the required information if the information contained in the most recently filed annual report has not changed. Provides that an annual report is due by the 15th day of the fourth month following the close of the domestic or foreign corporation's fiscal year.

    Authorizes the Secretary of State to assess a penalty of $250 if an annual report does not completely and accurately contain the information required under subdivisions (2) and (4) of subsection (a3), relating to the corporation's registered office and principal officers. Further provides that, in addition, any person who willfully fails to completely and accurately provide that information will be punished under GS 55D-18. Deems a report to be timely filed if the report is corrected to contain the required information and submitted with payment of any penalty assessed to the Secretary of State within 30 days after the effective date of notice.

    Establishes that if the Secretary of State does not receive an annual report within 60 days (was, 120 days) of the date the report in due, the Secretary may presume the annual report is delinquent. Provides that the presumption may be rebutted by evidence satisfactory to the Secretary of State of submission presented by the filing corporation. 

    Allows the Secretary of State to provide by e-mail any notice or form required under this statute 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. Provides that any e-mail address provided by a submitting corporation in accordance with this statute is confidential and not subject to public records laws.

    Makes conforming and technical changes, and adds descriptors to the statute's subsections.

    Amends GS 55-14-22 to require all penalties, fees, or other payments due by a corporation under GS Chapter 55 have been paid before the Secretary of State can cancel a certificate of dissolution of a corporation and prepare a certificate of reinstatement of the corporation.

    Amends GS 55-1-22 to establish a nonrefundable fee of $125 for the filing of an annual report by a domestic or foreign corporation with the Secretary of State (previously, a $25 fee for paper filing and an $18 fee for electronic filing of an annual report). Directs the State Treasurer to remit $2 of each fee collected for filing of annual reports to the Secretary of State to be used pursuant to GS 66-58.12(c). Prohibits the Secretary of State from charging an additional amount for the use of electronic filing, electronic payment, or electronic filing and payment. Makes conforming changes.

    Amends GS 57D-2-24 to provide that the annual reports required to be submitted by each LLC, both domestic and foreign, authorized to do business in this State are to be submitted to the Secretary of State in electronic form as prescribed by the Secretary and as otherwise provided in the statute (was, on a form as prescribed by and in a manner required by the Secretary). Removes the provision allowing for a certification to be made instead of setting forth the required information if the information contained in the most recently filed annual report has not changed. Amends the information that must be included in the annual report to also include (1) the e-mail address of the LLC's registered agent and a valid e-mail address for the LLC if different from that of the registered agent, and  (2) the physical business addresses of the principal managers and that address and related information on any other person who has actual authority to bind the LLC. 

    Authorizes the Secretary of State to assess a penalty of $250 if an annual report does not completely and accurately contain the information required under subdivisions (3) and (5) of subsection (a1), relating to the LLCs registered office and principal managers. Further provides that, in addition, any person who willfully fails to completely and accurately provide that information will be punished under GS 55D-18. Deems a report to be timely filed if the report is corrected to contain the required information and submitted with payment of any penalty assessed to the Secretary of State within 30 days after the effective date of notice. 

    Allows the Secretary of State to provide by e-mail any notice or form required under this statute 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. Provides that any e-mail address provided by a submitting LLC in accordance with this statute is confidential and not subject to public records laws.  

    Makes conforming and technical changes, and adds descriptors to the statute's subsections.

    Amends GS 57D-1-22 to establish a fee of $125 (was, $200) for the filing of an annual report by an LLC with the Secretary of State. Prohibits the Secretary of State from charging an additional amount for the use of electronic filing, electronic payment, or electronic filing and payment. Directs the State Treasurer to remit $2 of each fee collected for filing of annual reports to the Secretary of State to be used pursuant to GS 66-58.12(c). 

    Effective January 1, 2018, and applies to annual reports due on or after that date.

    Sections 6-9

    Enacts GS 55A-16-22.1 to require each nonprofit domestic corporation and each foreign corporation authorized to conduct affairs in this State to submit an annual report to the Secretary of State in electronic form as prescribed by the Secretary of State. Sets forth information that must be included in the annual report. Requires the information in the annual report to be current as of the date the report is executed. Sets the due date of the first annual report of the corporation to be May 15 of the year following formation, and May 15 every subsequent year. 

    Authorizes the Secretary of State to assess a penalty of $250 if an annual report does not completely and accurately contain the information required under subdivisions (2) and (4) of subsection (a), relating to the corporation's registered office and officers. Further provides that, in addition, any person who willfully fails to completely and accurately provide that information will be punished under GS 55D-18. Deems a report to be timely filed if the report is corrected to contain the required information and submitted to the Secretary of State within 30 days after the effective date of notice. Provides for amendments to any previously filed annual report to be filed at any time for the purpose of correcting, updating, or augmenting the information contained in the annual report. 

    Establishes that if the Secretary of State does not receive an annual report within 60 days of the date the report is due, the Secretary may presume the annual report is delinquent. Provides that the presumption may be rebutted by by evidence presented by the filing corporation.

    Allows the Secretary of State to provide by e-mail any notice or form required under this statute 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. Provides that any e-mail address provided by a submitting corporation in accordance with this statute is confidential and not subject to public records laws.

    Amends GS 55A-14-20, concerning grounds for administrative dissolution of a nonprofit corporation, to add that the Secretary of State may commence a proceeding under GS 55A-14-21 to dissolve administratively a corporation if the corporation is delinquent in submitting its annual report. Makes technical changes.

    Amends GS 55A-14-22 to to require all penalties, fees, or other payments due by a nonprofit corporation under GS Chapter 55A have been paid before the Secretary of State can cancel a certificate of dissolution of a corporation and prepare a certificate of reinstatement of the corporation.

    Amends GS 55A-1-22 to establish that there is no filing fee for an annual report filed by a nonprofit corporation with the Secretary of State. Prohibits the Secretary of State from charging an additional amount for the use of electronic filing, electronic payment, or electronic filing and payment.

    Effective January 1, 2019.

    Sections 10-12

    Repeals GS 105-256.1, requiring corporate annual report fees be credited to the General Fund as tax revenue. Makes conforming change to repeal GS 105-228.90(a)(2), which includes annual report filing requirements of GS 55-16-22 under the scope of Article 9 of GS Chapter 105.

    Amends GS 59-84.4 to require each registered LLP and each foreign LLP authorized to transact business in this State to submit to the Secretary of State for filing an annual report, in an electronic form prescribed by the Secretary of State (previously, in a form prescribed by the Secretary). Amends the information that must be included in the annual report to include the e-mail address of the LLP's registered agent and a valid e-mail address for the LLP if different from that of the registered agent. Removes the provision allowing for a certification to be made instead of setting forth the required information if the information contained in the most recently filed annual report has not changed.

    Authorizes the Secretary of State to assess a penalty of $250 if an annual report does not completely and accurately contain the information required under subdivisions (2) of subsection (a), relating to the LLP's registered office and agent. Further provides that, in addition, any person who willfully fails to completely and accurately provide that information will be punished under GS 55D-18. Deems a report to be timely filed if the report is corrected to contain the required information and submitted with payment of any penalty assessed to the Secretary of State within 30 days after the effective date of notice. Amends the second situation where the Secretary of State may revoke the registration of an LLP to be when the LLP does not submit its annual report to the Secretary of State on or before the sixtieth day after it is due (was, on or before the date it is due). 

    Allows the Secretary of State to provide by e-mail any notice or form required under this statute if the submitting LLP 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. Provides that any e-mail address provided by a submitting LLP in accordance with this statute is confidential and not subject to public records laws. 

    Make conforming and technical changes, and adds descriptors to the statute's subsections.

    Amends GS 59-35.2 to establish a $125 (was, $200) filing fee for annual reports filed with the Secretary of State by LLPs. Prohibits the Secretary of State from charging an additional amount for the use of electronic filing, electronic payment, or electronic filing and payment. Directs the State Treasurer to remit $2 of each fee collected for filing of annual reports to the Secretary of State to be used pursuant to GS 66-58.12(c). 

    Effective January 1, 2018, and applies to annual reports due on or after that date.

    Section 13

    Amends GS 105-164.14 by adding a new subsection (d3) to prohibit a business entity who has not submitted the required applicable annual report under GS Chapters 55, 57D, or 59 from getting a refund of sales and use taxes paid under GS Article 5 of Chapter 105. Makes new subsection (d3) applicable to a foreign or domestic corporation, an LLC, and an LLP, as those terms are defined by the new subsection. Adds new subsection (d4) to allow an entity subject to subsection (d3) to get a refund of sales and use taxes paid under Article 5 of GS Chapter 105 upon providing evidence satisfactory to the Secretary that the required annual report has been filed. Clarifies that subsection (d4) does not exempt the entity from existing subsection (d) or any other applicable requirements governing the application for a refund under this statute.

    Effective January 1, 2018.

    Section 14

    Amends GS 105-164.14(d3), as enacted by this act, to add nonprofit corporations who have not submitted the required annual report under GS Chapter 55A to those entities not allowed a refund of sales and use taxes paid under Article 5 of GS Chapter 105.

    Effective January 1, 2019.

    Section 15 

    Directs the Secretary of State and Department of Revenue to develop a process for verifying whether an applicant for a refund under GS 105-164.14 has submitted all required annual reports, and requires the sharing of relevant information for that purpose, upon request and to the extent permitted by federal law. Requires this process to be operational prior to January 1, 2018.

    Section 16

    Amends GS 105-232 to increase the fee for the cost of reinstatement by a suspended corporation or LLC to the Secretary of State from $25 to $50. Directs the Secretary of Revenue to remit $25 from each fee collected under this statute to the Secretary of State to be used to cover its share of the cost of reinstatement. Provides that any funds in excess of the amount needed to cover the Secretary of State's share of the cost of reinstatement is to revert to the General Fund. Applies to fees collected on or after the date this act becomes law.

    Section 17

    Directs the Joint Legislative Program Evaluation Oversight Committee to amend the 2018-19 Program Evaluation Division work plan to direct the Program Evaluation Division (PED) to study the effect implementation of this act will have on the staffing levels and customer service demands of the Secretary of State and Department of Revenue. Directs the PED to report the results of the study to the Joint Legislative Program Evaluation Oversight Committee and the Joint Legislative Oversight Committee on General Government on or before August 1, 2019.


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