Bill Text: NJ S1347 | 2024-2025 | Regular Session | Introduced
Bill Title: Permits certain businesses to complete business registration certificate and annual report together.
Spectrum: Bipartisan Bill
Status: (Introduced) 2024-01-09 - Introduced in the Senate, Referred to Senate Commerce Committee [S1347 Detail]
Download: New_Jersey-2024-S1347-Introduced.html
STATE OF NEW JERSEY
221st LEGISLATURE
PRE-FILED FOR INTRODUCTION IN THE 2024 SESSION
Sponsored by:
Senator MICHAEL L. TESTA, JR.
District 1 (Atlantic, Cape May and Cumberland)
Senator VIN GOPAL
District 11 (Monmouth)
SYNOPSIS
Permits certain businesses to complete business registration certificate and annual report together.
CURRENT VERSION OF TEXT
Introduced Pending Technical Review by Legislative Counsel.
An Act concerning the annual reports and registrations of certain businesses and amending various parts of the statutory law.
Be It Enacted by the Senate and General Assembly of the State of New Jersey:
1. Section 49 of P.L.2000, c.161 (C.42:1A-49) is amended to read as follows:
49. a. A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the office of the Division of Commercial Recording in the Department of the Treasury which contains:
(1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;
(2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this State, if any; and
(3) if the partnership does not have an office in this State, the name and street address of the partnership's current agent for service of process.
b. An annual report shall be filed each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State.
c. The State Treasurer may revoke the statement of qualification of a partnership that fails to file an annual report when due or pay the required filing fee. To do so, the State Treasurer shall provide the partnership at least 60 days' written notice of intent to revoke the statement. The notice shall be mailed to the partnership at its chief executive office set forth in the last filed statement of qualification or annual report. The notice shall specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation.
d. A revocation under subsection c. of this section only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.
e. A partnership whose statement of qualification has been revoked may apply to the Division of Commercial Recording in the Department of the Treasury for reinstatement within two years after the effective date of the revocation. The application shall state:
(1) the name of the partnership and the effective date of the revocation;
(2) that the ground for revocation either did not exist or has been corrected; and
(3) payment by the partnership of all fees due to the State Treasurer including a reinstatement filing fee of $75.00, current annual report fee, and all delinquent annual report fees.
f. A reinstatement under subsection e. of this section relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
g. The State Treasurer shall ensure that a limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall have the option to file the annual report electronically, and shall have the option to file the annual report in conjunction with a business registration or a renewal of a business registration as defined pursuant to section 1 of P.L.2001, c.134 (C.52:32-44).
(cf: P.L.2019, c.149, s.6)
2. Section 69 of P.L.1983, c.489 (C.42:2A-69) is amended to read as follows:
69. a. Every domestic limited partnership authorized in this State shall file in the Department of the Treasury, within the time prescribed by this section, an annual report, executed on behalf of the limited partnership or executed by the registered agent setting forth:
1. The name of the limited partnership;
2. The address, including the actual location as well as the postal designation, if different, of the registered agent in this State; and
3. The name of the registered agent.
b. The State Treasurer shall designate a date of filing annual reports for each limited partnership required to submit a report pursuant to this section.
c. If the report is not filed for two consecutive years, the certificate of limited partnership shall, after written demand for the reports by the State Treasurer by mail addressed to the limited partnership at the last address appearing of record in the office of the State Treasurer, remain filed but be transferred to an inactive list. A limited partnership shall not have its certificate of limited partnership transferred to the inactive list if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report.
d. (1) Any domestic limited partnership on the inactive list may return to active status by:
(a) Paying to the State Treasurer the current annual report fee, all delinquent annual report fees, and a reinstatement filing fee of $75;
(b) Submitting a certificate of amendment adopting a name which complies with paragraph (4) of subsection a. of section 6 of P.L.1983, c.489 (C.42:2A-6), if the name of the inactive limited partnership does not comply with paragraph (4) of subsection a. of section 6; and
(c) A tax clearance certificate if the reinstatement is filed two or more years after a limited partnership has been placed on the inactive list.
(2) The State Treasurer shall provide the forms necessary to effect annual report reinstatements.
e. A limited partnership whose certificate has been transferred to the inactive list shall remain a limited partnership formed under this chapter or under R.S.42:2-1 et seq., but no name reservations, transfers of reserved names, or certificates of amendment may be filed until the limited partnership whose certificate has been placed on the inactive list regains active status. A limited partner of a limited partnership is not liable as a general partner of the limited partnership solely by reason of the transfer of the certificate of limited partnership to the inactive list.
f. The State Treasurer shall furnish annual report forms, shall keep all the reports and shall prepare an index thereof. The reports shall be open to public inspection at proper hours.
g. The State Treasurer shall ensure that a domestic and foreign limited partnership shall have the option to file the annual report electronically, and shall have the option to file the annual report in conjunction with a business registration or a renewal of a business registration as defined pursuant to section 1 of P.L.2001, c.134 (C.52:32-44).
(cf: P.L.2019, c.149, s.8)
3. Section 26 of P.L.2012, c.50 (C.42:2C-26) is amended to read as follows:
26. a. Each domestic and foreign limited liability company shall file an annual report with the filing office, setting forth:
(1) the name and address of the limited liability company;
(2) the name and address of the registered agent of the limited liability company; and
(3) the name and addresses of the managing members or managers, as the case may be.
b. If no annual report is filed as required by this section for two consecutive years:
(1) the certificate of a domestic limited liability company shall be transferred to an inactive list maintained by the filing office. A limited liability company on the inactive list shall remain a limited liability company and the limited liability of its members and managers shall not be affected by its transfer to this list. The name of a limited liability company on the inactive list shall, subject to any other rights that limited liability company may have to its name, be available for use by any other limited liability company, including a newly-formed limited liability company.
(2) the certificate of a foreign limited liability company may be revoked by the filing office.
(3) if the certificate of a domestic limited liability company has been transferred to the inactive list or if the certificate of a foreign limited liability company has been revoked, the certificate shall be reinstated by proclamation of the filing office upon payment of all fees due to the filing office, consisting of a reinstatement filing fee, current annual report fee and all delinquent annual report fees. The reinstatement relates back to the date of transfer of the certificate of a domestic limited liability company to the inactive list or to the date of revocation of the certificate of a foreign limited liability company, as the case may be, and shall validate all actions taken in the interim. In the event that in the interim the name of the limited liability company has become unavailable, the filing office shall reinstate the certificate upon, in the case of a domestic limited liability company, the filing of an amendment to its certificate of formation to change the name to an available name, and in the case of a foreign limited liability company, the filing of an amended certificate of authority changing the name to an available name. The filing office shall provide the forms necessary to effect annual report reinstatements.
c. The filing office shall ensure that a domestic and foreign limited liability company shall have the option to file the annual report electronically, and shall have the option to file the annual report in conjunction with a business registration or a renewal of a business registration as defined pursuant to section 1 of P.L.2001, c.134 (C.52:32-44).
(cf: P.L.2019, c.149, s.10)
4. Section 5 of N.J.S.14A:4-5 is amended to read as follows:
5. (1) Every domestic corporation and every foreign corporation authorized to transact business in this State shall file in the Department of the Treasury, within the time prescribed by this section, an annual report, executed on behalf of the corporation, or executed by the registered agent, setting forth:
(a) The name of the corporation and, in the case of a foreign corporation, the jurisdiction of its incorporation;
(b) The address of the registered office of the corporation in this State, and the name of its registered agent in this State at such address;
(c) The names and addresses of the directors and officers of the corporation;
(d) (Deleted by amendment, P.L.1988, c.94.)
(e) The address of its main business or headquarters office; and
(f) The address of its principal business office in New Jersey, if any.
(2) The State Treasurer shall designate a date for filing annual reports for each corporation required to submit a report pursuant to this section and shall annually notify the corporation of the date so designated not less than 60 days prior to such date. The corporation shall file the report within 30 days before or 30 days after the date so designated. If the date so designated is not more than six months after the date on which an annual report pursuant to the provisions of prior law was filed or on which the certificate of incorporation became effective, the corporation shall not be required to file an annual report until one year after the first occurrence of the date so designated.
(3) (Deleted by amendment, P.L.1997, c.139.)
(4) The State Treasurer shall furnish annual report forms, shall keep in his office all such reports and shall prepare an alphabetical index thereof, which reports and index shall be open to public inspection at proper hours.
(5) In the event a domestic corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of incorporation of the corporation has been revoked and that all powers conferred by law upon it shall thereafter be inoperative and void. The proclamation of the State Treasurer shall be filed in the office of the State Treasurer. No corporation's certificate of incorporation shall be revoked pursuant to this subsection if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports.
(6) In the event a foreign corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of authority to do business of the corporation and the powers conferred by law upon it shall be revoked. The proclamation of the State Treasurer shall be filed in the office of the State Treasurer. No corporation's certificate of authority shall be revoked pursuant to this paragraph if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports.
(7) If the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation has been revoked by proclamation, the certificate shall be reinstated by proclamation of the State Treasurer upon: (a) payment by the corporation of all fees due to the State Treasurer, consisting of a reinstatement filing fee of $75.00, tax clearance filing fee of $20, current annual report fee, and all delinquent annual report fees; and (b) certification of the Director of the Division of Taxation that no cause exists for revocation of the corporation's certificate of incorporation or certificate of authority pursuant to R.S.54:11-2 if the reinstatement request is filed two or more years after the revocation action. The reinstatement relates back to the date of issuance of the proclamation revoking the certificate of incorporation or the certificate of authority and shall validate all actions taken in the interim. In the event that in the interim the corporate name has become unavailable, the State Treasurer shall issue the certificate upon, in the case of a domestic corporation, the filing of an amendment to its certificate of incorporation to change the corporate name to an available name, and, in the case of a foreign corporation, the filing of an amended certificate of authority adopting an assumed name. The State Treasurer shall provide the forms necessary to effect annual report reinstatements.
(8) The State Treasurer shall ensure that a domestic corporation and a foreign corporation shall have the option to file the annual report electronically, and shall have the option to file the annual report in conjunction with a business registration or a renewal of a business registration as defined pursuant to section 1 of P.L.2001, c.134 (C.52:32-44).
(cf: P.L.2019, c.149, s.2)
5. Section 5 of P.L.1983, c.127 (C.15A:4-5) is amended to read as follows:
5. a. Every domestic corporation and every foreign corporation authorized to conduct activities in this State shall file in the office of the State Treasurer, within the time prescribed by this section, an annual report, executed on behalf of the corporation, setting forth:
(1) the name of the corporation and, in the case of a foreign corporation, the jurisdiction of its incorporation;
(2) the address, including the actual location as well as postal designation, if different, of the registered office of the corporation in this State, and the name of its registered agent in this State at that address, and, if a foreign corporation, the address of its main or headquarters office; and
(3) the names and addresses of the trustees and the officers of the corporation, which addresses shall be either the residence address of that person or other address where that person regularly receives mail and which is not the address of the corporation.
b. The State Treasurer shall designate a date for filing annual reports for each corporation required to submit a report pursuant to this section and shall annually notify the corporation of the date so designated not less than 60 days prior to that date. The corporation shall file the report within 30 days before or within 30 days after the date so designated. If the date so designated is not more than six months after the date on which an annual report pursuant to the provisions of prior law was filed or on which the certificate of incorporation became effective, the corporation shall not be required to file an annual report until one year after the first occurrence of the date so designated.
c. If the report is not filed for two consecutive years, the certificate of incorporation of the corporation or the certificate of authority of a foreign corporation shall, after written demand for the reports by the State Treasurer by certified mail addressed to the corporation at the last address appearing of record in the office of the State Treasurer, be revoked for the failure to file reports. No corporation shall be subject to the revocation of its certificate of incorporation or its certificate of authority if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report. Any corporation having its certificate of incorporation or its certificate of authority revoked may cause a reinstatement of the certificate upon payment to the State Treasurer of: the fee then payable upon the filing of the certificate of incorporation; a current annual report fee; and payment of a reinstatement filing assessment as set forth in N.J.S. 15A:15-1. The reinstatement relates back to the date of issuance of the proclamation revoking the certificate of incorporation or the certificate of authority and shall validate all actions taken in the interim. In the event that in the interim the corporate name has become unavailable, the State Treasurer shall issue the certificate upon, in the case of a domestic corporation, the filing of an amendment to its certificate of incorporation to change the corporate name to an available name, and, in the case of a foreign corporation, the filing of an amended certificate of authority adopting an alternate name. The State Treasurer shall provide the forms necessary to effect annual report reinstatements.
d. The State Treasurer shall furnish annual report forms, shall keep all the reports and shall prepare an alphabetical index thereof. The reports and index shall be open to public inspection at proper hours.
e. The State Treasurer shall ensure that a domestic corporation and a foreign corporation shall have the option to file the annual report electronically, and shall have the option to file the annual report in conjunction with a business registration or a renewal of a business registration as defined pursuant to section 1 of P.L.2001, c.134 (C.52:32-44).
(cf: P.L.2019, c.149, s.4)
6. This act shall take
effect on the 90th day next following the date of enactment.
STATEMENT
This bill permits certain businesses, including limited liability companies, limited partnerships, limited liability partnerships, for-profit corporations, and non-profit corporations, with an annual reporting requirement, to have the option to electronically file an annual report in conjunction with a business registration certificate or a renewal of a business registration certificate. Under current law, businesses may only file an annual report and business registration certificate separately.
