Bill Text: NC S114 | 2017-2018 | Regular Session | Introduced
Bill Title: Annual Reports/Prop. Tax/Recodification Comm
Spectrum: Partisan Bill (Republican 3-0)
Status: (Engrossed - Dead) 2017-06-29 - Re-ref Com On Rules and Operations of the Senate [S114 Detail]
Download: North_Carolina-2017-S114-Introduced.html
GENERAL ASSEMBLY OF NORTH CAROLINA
SESSION 2017
S D
SENATE BILL DRS35060-MLf-18C (12/08)
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Short Title: Annual Report Modernization. |
(Public) |
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Sponsors: |
Senators Wells and Tarte (Primary Sponsors). |
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Referred to: |
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A BILL TO BE ENTITLED
AN ACT revising the laws governing the submission of annual reports by various business entities to the secretary of state.
The General Assembly of North Carolina enacts:
SECTION 1. G.S. 55‑16‑22 reads as rewritten:
"§ 55‑16‑22. Annual report.
(a) Requirement. – 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 submit an annual
report to the Secretary of Revenue in paper form or, in the alternative, directly
to the Secretary of State in electronic 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. – A domestic corporation governed by Chapter 55B of the General Statutes is exempt from this section.
(a3) Form; Required
Information. – The annual report required by this section shall be in a an
electronic form jointly prescribed by the Secretary of Revenue
and the Secretary of State. The Secretary of Revenue shall provide the
form needed to file an annual report. The State, and 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, the county in which its registered office is located, and the
name and e‑mail address of its registered agent at that office in
this State, 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 physical
business addresses of its principal officers.officers and any
other person who has actual authority to bind the corporation.
...
(5) A brief description of the nature of its business.
(6) A valid 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.
(b) Currency of Information. – 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. – An annual
report eligible to be delivered to the Secretary of Revenue is due by the
due date for filing the corporation's income and franchise tax returns. An
extension of time to file a return is an extension of time to file an annual
report. At the option of the filer, an annual report may be filed directly with
the Secretary of State in electronic form. An annual report required to be
delivered to the Secretary of State 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;
Civil Penalty; Criminal Penalty. – 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. completely and accurately contain the
information required under subdivisions (2) and (4) of subsection (a3) of this
section, the Secretary of State may assess a penalty of two hundred fifty dollars
($250.00). In addition, any person who willfully fails to completely and
accurately provide the information required under subdivisions (2) and (4) of
subsection (a3) of this section shall be punished the same as in G.S. 55D‑18.
If the report is corrected to contain the information required by this
section and delivered submitted, with payment of any penalty assessed
under this subsection, to the Secretary of State within 30 days after the
effective date of notice, it is deemed to be timely filed.
(e) Amendments. – Amendments to any previously filed annual report may be filed with the Secretary of State at any time for the purpose of correcting, updating, or augmenting the information contained in the annual report.
...
(g) Effective Date for Certain Statements of Change. – When a statement of change of registered office or registered agent is filed in the annual report, the change shall become effective when the statement is received by the Secretary of State.
(h) Delinquency. – If
the Secretary of State does not receive an annual report within 120 60
days of the date the return report is due, the Secretary of
State may presume that the annual report is delinquent. This presumption may be
rebutted by receipt of the annual report from the Secretary of Revenue or by
evidence satisfactory to the Secretary of State of delivery submission
presented by the filing corporation.
(i) E‑Mail; Confidentiality. – 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 shall be considered confidential information and shall not be subject to disclosure under Chapter 132 of the General Statutes."
SECTION 2. G.S. 55‑14‑22(b) reads as rewritten:
"(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 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, and mail a copy to the
corporation."
SECTION 3. G.S. 55‑1‑22 reads as rewritten:
"§ 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 to the Secretary for filing:
Document Fee
...
(23) Annual report (paper) 25.00
(23a) Annual report
(electronic) 18.00125.00
...
(d) The fee for the annual
report in subdivision (23) (23a) of subsection (a) of this
section is nonrefundable. Notwithstanding any provision of law to the
contrary, the State Treasurer shall remit the sum of two dollars ($2.00) of
each fee collected under subdivision (23a) of subsection (a) of this section to
the Secretary of State to be used for the purpose set forth in G.S. 66‑58.12(c).
Any funds received under this subsection are hereby appropriated for the purpose
designated in this subsection.
(e) Notwithstanding G.S. 147‑86.22(b) or any other provision of law to the contrary, and with respect to the submission of an annual report required under G.S. 55‑16‑22, the Secretary of State shall not charge an additional amount for the use of electronic filing, electronic payment, or electronic filing and payment."
SECTION 4. G.S. 57D‑2‑24 reads as rewritten:
"§ 57D‑2‑24. Annual report for Secretary of State.
(a) Requirement. – 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 shall 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 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.
(a1) Required 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.
(3) The street address, and the mailing address if different from the street address, of the limited liability company's registered office in the 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 physical
business addresses of the limited liability company's principal company
officials.managers and other company officials who have actual authority
to bind the limited liability company.
(6) A brief description of the nature of its business.
(7) A valid e‑mail address for the limited liability company, if different from the e‑mail address provided under subdivision (3) of this subsection.
(b) Due Date for Initial
Annual Report. – 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. – 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; Civil Penalty; Criminal Penalty. – 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. completely and accurately
contain the information required under subdivisions (3) and (5) of subsection
(a1) of this section, the Secretary of State may assess a penalty of two
hundred fifty dollars ($250.00). In addition, any person who willfully fails to
completely and accurately provide the information required under subdivisions
(3) and (5) of subsection (a1) of this section shall be punished the same as in
G.S. 55D‑18. If the report is corrected to contain the
information required by this section and delivered submitted, with
payment of any penalty assessed under this subsection, to the Secretary of
State within 30 days after the effective date of notice, it is deemed to be
timely delivered.submitted.
(d) Amendments. – Amendments
to any previously filed annual report may be delivered submitted for
filing by 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. – 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 shall be considered confidential information and shall not be subject to disclosure under Chapter 132 of the General Statutes."
SECTION 5. G.S. 57D‑1‑22 reads as rewritten:
"§ 57D‑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 to the Secretary of State for filing:
Document Fee
...
(28) Annual
report 200.00125.00
...
(d) Notwithstanding G.S. 147‑86.22(b) or any other provision of law to the contrary, and with respect to the submission of an annual report required under G.S. 57D‑2‑24, the Secretary of State shall not charge an additional amount for the use of electronic filing, electronic payment, or electronic filing and payment.
(e) Notwithstanding any provision of law to the contrary, the State Treasurer shall remit the sum of two dollars ($2.00) of each fee collected under subdivision (28) of subsection (a) of this section to the Secretary of State to be used for the purpose set forth in G.S. 66‑58.12(c). Any funds received under this subsection are hereby appropriated for the purpose designated in this subsection."
SECTION 6. Article 16 of Chapter 55A of the General Statutes is amended by adding a new section to read:
"§ 55A‑16‑22.1. Annual report for the Secretary of State.
(a) Requirement. – 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:
(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, the county in which its registered office is located, the name and e‑mail address of its registered agent at that office in this State, and a statement of any change of the registered office or registered agent.
(3) The address and telephone number of its principal office.
(4) The names, titles, and physical business addresses of its officers who have actual authority to bind the corporation.
(5) A brief description of the nature of its activities.
(6) Whether or not it has members.
(7) A valid e‑mail address for the corporation, if different from the e‑mail address provided under subdivision (2) of this subsection.
(b) Currency of Information. – The information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation.
(c) Due Date. – The first annual report of the corporation shall be submitted to the Secretary of State by May 15 of the year following formation. The corporation shall submit subsequent annual reports to the Secretary of State by May 15.
(d) Incomplete Information; Civil Penalty; Criminal Penalty. – If an annual report does not completely and accurately contain the information required under subdivisions (2) and (4) of subsection (a) of this section, the Secretary of State may assess a penalty of two hundred fifty dollars ($250.00). In addition, any person who willfully fails to completely and accurately provide the information required under subdivisions (2) and (4) of subsection (a) of this section shall be punished the same as in G.S. 55D‑18. 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. – Amendments to any previously filed annual report may be filed at any time for the purpose of correcting, updating, or augmenting the information contained in the annual report.
(f) Delinquency. – If the Secretary of State does not receive an annual report within 60 days of 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 presented by the filing corporation.
(g) E‑Mail; Confidentiality. – 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 corporation in accordance with this section shall be considered confidential information and shall not be subject to disclosure under Chapter 132 of the General Statutes."
SECTION 7. G.S. 55A‑14‑20 reads as rewritten:
"§ 55A‑14‑20. Grounds for administrative dissolution.
The Secretary of State may commence
a proceeding under G.S. 55A‑14‑21 to dissolve administratively
a corporation if:if any of the following occurs:
(1) The corporation does not
pay within 60 days after they are due any penalties, fees, or other payments
due under this Chapter;Chapter.
...
(2a) The corporation is delinquent in submitting its annual report.
(3) The corporation is
without a registered agent or registered office in this State for 60 days or more;more.
(4) The corporation does not
notify the Secretary of State within 60 days that its registered agent or
registered office has been changed, that its registered agent has resigned, or
that its registered office has been discontinued;discontinued.
(5) The corporation's period
of duration stated in its articles of incorporation expires;expires.
(6) The corporation knowingly
fails or refuses to answer truthfully and fully within the time prescribed in
this Chapter interrogatories propounded by the Secretary of State in accordance
with the provisions of this Chapter; orChapter.
(7) The corporation does not designate the address of its principal office with the Secretary of State or does not notify the Secretary of State within 60 days that the principal office has changed."
SECTION 8. G.S. 55A‑14‑22(b) reads as rewritten:
"(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 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, and mail a copy to the
corporation."
SECTION 9. G.S. 55A‑1‑22 reads as rewritten:
"§ 55A‑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 to the Secretary for filing:
Document Fee
...
(29) Annual Report No fee
...
(d) Notwithstanding G.S. 147‑86.22(b) or any other provision of law to the contrary, and with respect to the submission of an annual report required under G.S. 55A‑16‑22.1, the Secretary of State shall not charge an additional amount for the use of electronic filing, electronic payment, or electronic filing and payment."
SECTION 10. G.S. 105‑256.1 and G.S. 105‑228.90(a)(2) are repealed.
SECTION 11. G.S. 59‑84.4 reads as rewritten:
"§ 59‑84.4. Annual report for Secretary of State.
(a) Requirement. – Each
registered limited liability partnership and each foreign limited liability
partnership authorized to transact business in this State shall deliver submit
to the Secretary of State for filing an annual report, in a an
electronic form prescribed by the Secretary of State, that sets forth all
of the following:
(1) The name of the registered limited liability partnership or foreign limited liability partnership and the state or country under whose law it is formed.
(2) The street address, and the mailing address if different from the street address, of the registered office, the county in which the registered office is located, and the name and e‑mail address of its registered agent at that office in this State, and a statement of any change of the registered office or registered agent, or both.
(3) The street address and telephone number of its principal office.
(4) A brief description of the nature of its business.
(5) The fiscal year end of the partnership.
(6) A valid e‑mail address for the registered limited liability partnership or foreign limited liability partnership, 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 (4) of this subsection. The Secretary of State shall make available the form
required to file an annual report.
(b) Currency of Information. – Information in the annual report must be current as of the date the annual report is executed on behalf of the registered limited liability partnership or the foreign limited liability partnership.
(c) Due Date. – The annual report shall be delivered to the Secretary of State by the fifteenth day of the fourth month following the close of the registered or foreign limited liability partnership's fiscal year.
(d) Incomplete
Information; Civil Penalty; Criminal Penalty. – If an annual report does
not completely and accurately contain the information required by under
subdivision (2) of subsection (a) of this section, the Secretary of State
shall promptly notify the reporting registered or foreign limited liability
partnership in writing and return the report to it for correction.assess
a penalty of two hundred fifty dollars ($250.00). In addition, any person who
willfully fails to completely and accurately provide the information required
under subdivision (2) of subsection (a) of this section shall be punished the
same as in G.S. 55D‑18. If the report is corrected to contain
the information required by this section and delivered submitted,
with payment of any penalty assessed under this subsection, to the
Secretary of State within 30 days after the effective date of notice, it is
deemed to be timely filed.
(e) Amendments. – Amendments to any previously filed annual report may be filed with the Secretary of State at any time for the purpose of correcting, updating, or augmenting the information contained in the annual report.
(f) Revocation of
Registration. – The Secretary of State may revoke the registration of a
registered limited liability partnership or foreign limited liability
partnership if the Secretary of State determines that:that any of the
following has occurred:
(1) The registered limited
liability partnership or foreign limited liability partnership has not paid,
within 60 days after they are due, any penalties, fees, or other payments due
under this Chapter;Chapter.
(2) The registered limited
liability partnership or foreign limited liability partnership does not deliver
submit its annual report to the Secretary of State on or before the date
sixtieth day after it is due;due.
(3) The registered limited
liability partnership or foreign limited liability partnership has been without
a registered agent or registered office in this State for 60 days or more;
ormore.
(4) The registered limited liability partnership or foreign limited liability partnership does not notify the Secretary of State within 60 days of the change, resignation, or discontinuance that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
(g) Revocation Process. – If the Secretary of State determines that one or more grounds exist under subsection (f) of this section for revoking the registration of the registered limited liability partnership or foreign limited liability partnership, the Secretary of State shall mail the registered limited liability partnership or foreign limited liability partnership written notice of that determination. If, within 60 days after the notice is mailed, the registered limited liability partnership or foreign limited liability partnership does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground does not exist, the Secretary of State shall revoke the registration of a registered limited liability partnership or foreign limited liability partnership by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original certificate of revocation and mail a copy to the registered limited liability partnership or foreign limited liability partnership.
(h) Application for Reinstatement. – A registered limited liability partnership or foreign limited liability partnership whose registration is revoked under this section may apply to the Secretary of State for reinstatement. If, at the time the registered limited liability partnership applies for reinstatement, the name of the registered limited liability partnership is not distinguishable from the name of another entity authorized to be used under G.S. 55D‑21, then the registered limited liability partnership 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. The procedures for reinstatement and for the appeal of any denial of the registered limited liability partnership or foreign limited liability partnership's application for reinstatement shall be the same procedures applicable to business corporations under G.S. 55‑14‑22, 55‑14‑23, and 55‑14‑24. The effect of reinstatement of a limited liability partnership shall be the same as for a corporation under G.S. 55‑14‑22.
(i) E‑Mail; Confidentiality. – The Secretary of State may provide by e‑mail any notice or form required under this section if the submitting registered limited liability partnership or foreign limited liability partnership 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 registered limited liability partnership or foreign limited liability partnership in accordance with this section shall be considered confidential information and shall not be subject to disclosure under Chapter 132 of the General Statutes."
SECTION 12. G.S. 59‑35.2 reads as rewritten:
"§ 59‑35.2. Filing, service, and copying fees.
(a) The Secretary of State shall collect the following fees when the documents described in this subsection are submitted by a partnership to the Secretary of State for filing:
Document Fee
...
(18) Annual report ....................................................................................... 200.00125.00
...
(d) Notwithstanding G.S. 147‑86.22(b) or any other provision of law to the contrary, and with respect to the submission of an annual report required under G.S. 59‑84.4, the Secretary of State shall not charge an additional amount for the use of electronic filing, electronic payment, or electronic filing and payment.
(e) Notwithstanding any provision of law to the contrary, the State Treasurer shall remit the sum of two dollars ($2.00) of each fee collected under subdivision (18) of subsection (a) of this section to the Secretary of State to be used for the purpose set forth in G.S. 66‑58.12(c). Any funds received under this subsection are hereby appropriated for the purpose designated in this subsection."
SECTION 13. G.S. 105‑164.14 is amended by adding two new subsections to read:
"(d3) Business Entity Annual Reports. – For a period during which a business entity listed in this subsection has not submitted the required applicable annual report under Chapter 55, 57D, or 59 of the General Statutes, the entity is not allowed a refund of sales and use taxes paid under this Article:
(1) A foreign corporation or domestic corporation. For purposes of this subdivision, the terms "foreign corporation" and "domestic corporation" have the same meaning as in Chapter 55 of the General Statutes.
(2) A limited liability company. For purposes of this subdivision, the term "limited liability company" has the same meaning as in Chapter 57A of the General Statutes.
(3) A registered limited liability partnership or foreign limited liability partnership. For purposes of this subdivision, the terms "registered limited liability partnership" and "foreign limited liability partnership" have the same meaning as in Chapter 59 of the General Statutes.
(d4) Subsequent Eligibility of Business Entity; Construction. – Upon providing evidence satisfactory to the Secretary that the required annual report has been filed, an entity subject to subsection (d3) of this section is allowed a refund of sales and use taxes paid under this Article. Nothing in this subsection shall be construed as exempting the entity from subsection (d) of this section or any other applicable requirements governing the application for a refund under this section."
SECTION 14. G.S. 105‑164.14(d3), as enacted by Section 13 of this act, reads as rewritten:
"(d3) Business Entity Annual Reports. – For a period during which a business entity listed in this subsection has not submitted the required applicable annual report under Chapter 55, 55A, 57D, or 59 of the General Statutes, the entity is not allowed a refund of sales and use taxes paid under this Article:
(1) A foreign corporation or domestic corporation. For purposes of this subdivision, the terms "foreign corporation" and "domestic corporation" have the same meaning as in Chapter 55 of the General Statutes.
(2) A limited liability company. For purposes of this subdivision, the term "limited liability company" has the same meaning as in Chapter 57A of the General Statutes.
(3) A registered limited liability partnership or foreign limited liability partnership. For purposes of this subdivision, the terms "registered limited liability partnership" and "foreign limited liability partnership" have the same meaning as in Chapter 59 of the General Statutes.
(4) A nonprofit corporation. For purposes of this subdivision, the term "nonprofit corporation" has the same meaning as in Chapter 55A of the General Statutes."
SECTION 15. The Secretary of State and the Department of Revenue shall jointly develop a process for verifying whether an applicant for a refund under G.S. 105‑164.14 has submitted all required annual reports. The Secretary of State and the Department of Revenue shall share with one another, upon request and to the extent permitted by federal law, information that is in their possession that is relevant to verifying whether an applicant for a refund under G.S. 105‑164.14 has submitted all required annual reports. The Secretary of State and the Department of Revenue shall have the process required under this section operational prior to the effective date of Section 13 of this act.
SECTION 16. G.S. 105‑232 reads as rewritten:
"§ 105‑232. Rights restored; receivership and liquidation.
(a) Any corporation or
limited liability company whose articles of incorporation, articles of
organization, or certificate of authority to do business in this State has been
suspended by the Secretary of State under G.S. 105‑230, that
complies with all the requirements of this Subchapter and pays all State taxes,
fees, or penalties due from it (which total amount due may be computed, for
years prior and subsequent to the suspension, in the same manner as if the
suspension had not taken place), and pays to the Secretary of Revenue a fee of twenty‑five
fifty dollars ($25.00) ($50.00) to cover the cost of
reinstatement, is entitled to exercise again its rights, privileges, and
franchises in this State. The Secretary of Revenue shall notify the Secretary
of State of this compliance and the Secretary of State shall reinstate the
corporation or limited liability company by appropriate entry upon the records
of the office of the Secretary of State. Upon entry of reinstatement, it relates
back to and takes effect as of the date of the suspension by the Secretary of
State and the corporation or limited liability company resumes carrying on its
business as if the suspension had never occurred, subject to the rights of any
person who reasonably relied, to that person's prejudice, upon the suspension.
The Secretary of State shall immediately notify by mail the corporation or
limited liability company of the reinstatement.
(a1) The Secretary of Revenue shall remit twenty‑five dollars ($25.00) from each fee collected under subsection (a) of this section to the Secretary of State to be used solely to cover its share of the cost of reinstatement under subsection (a) of this section, and any funds received under this subsection are hereby appropriated for the maximum amount necessary to achieve this purpose. Any funds received by the Secretary of State under this subsection that are in excess of the amount needed to cover the Secretary of State's share of the cost of reinstatement under subsection (a) of this section shall revert to the General Fund.
...."
SECTION 17. The Joint Legislative Program Evaluation Oversight Committee shall amend the 2018‑2019 Program Evaluation Division work plan to direct the Program Evaluation Division to study the effect implementation of this act will have on the staffing levels and customer service demands at the Office of the Secretary of State and the Department of Revenue. The Program Evaluation Division shall report the results of the study to the chairs of the Joint Legislative Program Evaluation Oversight Committee and the Joint Legislative Oversight Committee on General Government on or before August 1, 2019.
SECTION 18. Sections 1 through 5 and 10 through 12 of this act become effective January 1, 2018, and apply to annual reports due on or after that date. Section 13 of this act becomes effective January 1, 2018. Sections 6 through 9 and Section 14 of this act become effective January 1, 2019. Section 16 of this act is effective when it becomes law and applies to fees collected on or after that date. The remainder of this act is effective when it becomes law.
