Bill Summary for S 114 (2017-2018)

Summary date: 

Jun 26 2017

Bill Information:

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.

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Bill summary

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.

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