GENERAL ASSEMBLY OF NORTH CAROLINA

SESSION 1995

H	2

HOUSE BILL 490
Committee Substitute Favorable 5/1/95

Short Title:  File Annual Reports/Dept. Rev.	(Public)

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Sponsors:

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Referred to:  

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March 16, 1995

A BILL TO BE ENTITLED
AN ACT TO PROVIDE THAT ANNUAL REPORTS OF BUSINESS CORPORATIONS AND LIMITED LIABILITY COMPANIES SHALL BE FILED WITH THE DEPARTMENT OF REVENUE RATHER THAN THE SECRETARY OF STATE, TO ESTABLISH FEES FOR EXPEDITED FILINGS, TO PROVIDE THAT NONPROFIT CORPORATIONS ARE NOT REQUIRED TO FILE ANNUAL REPORTS, AND TO ALLOW THE SECRETARY OF STATE TO RETAIN FILED DOCUMENTS IN REPRODUCED FORM.
The General Assembly of North Carolina enacts:
PART I. CORPORATIONS.
Section 1.  G.S. 55-16-22 reads as rewritten: 
"§ 55-16-22.  Annual report for Secretary of Revenue.
(a)	Each domestic corporation except those governed by Chapter 55B, and each foreign corporation authorized to transact business in this State, shall deliver to the Secretary of Revenue for filing an annual report, in a form prescribed by the Secretary of Revenue, that sets forth:
(1)	The name of the corporation and the state or country under whose law it is incorporated, and a telephone number by which the person in charge of the management of the corporation may be contacted;
(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 of its registered agent at that office in this State, and a statement of any change of such registered office or registered agent, or both;
(3)	The address of its principal office;
(4)	The name, title, and business address of its president or chief executive officer; and
	(5) 	A brief description of the nature of its business.
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)	Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.
(c)	The annual report shall be delivered to the Secretary of Revenue by the due date, including any approved extensions, for filing the corporation's income and franchise tax returns.  Forms required for the filing of subsequent annual reports shall be made available by the Secretary of Revenue.
(d)	If an annual report does not contain the information required by this section, the Secretary of Revenue shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction.  If the report is corrected to contain the information required by this section and delivered to the Secretary of Revenue within 30 days after the effective date of notice, it is deemed to be timely filed.  The Secretary of Revenue shall notify the Secretary of State promptly of any corporation that fails to file a timely report.
(e)	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 such annual report.  Any person dealing with a corporation or a foreign corporation may rely conclusively upon its most recent annual report and any amendments thereto filed with the Secretary of Revenue pursuant to G.S. 55-16-22 as to the identity of its president or chief executive officer, except to the extent the person has actual knowledge that the person identified therein as the president or chief executive officer is not that officer.
(f)	Expired."
Sec. 2. G.S. 55-1-21(a) reads as rewritten:
"(a)	The Secretary of State may promulgate and furnish on request forms for:
(1)	An application for a certificate of existence;
(2)	A foreign corporation's application for a certificate of authority to transact business in this State; and
(3)	A foreign corporation's application for a certificate of withdrawal.
	If the Secretary of State so requires, use of these forms is mandatory."
Sec. 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
(1)	Articles of incorporation	$100.00
(2)	Application for reserved name	 10.00
(3)	Notice of transfer of reserved name	10.00
(4)	Application for registered name	10.00
(5)	Application for renewal of
	registered name	10.00
(6)	Corporation's statement of change of
	registered agent or registered
	office or both	5.00
(7)	Agent's statement of change of
	registered office for each affected
	corporation	5.00
(8)	Agent's statement of resignation	 No fee
(9)	Designation of registered agent or
	registered office or both	5.00
(10)	Amendment of articles of
	incorporation	50.00
(11)	Restated articles of incorporation	10.00
	with amendment of articles	50.00
(12)	Articles of merger or share exchange	50.00
(13)	Articles of dissolution	30.00
(14)	Articles of revocation of
	dissolution	10.00
(15)	Certificate of administrative
	dissolution	 No fee   
(16)	Application for reinstatement
	following administrative dissolution	25.00
(17)	Certificate of reinstatement	 No fee   
(18)	Certificate of judicial dissolution	 No fee   
(19)	Application for certificate of
	authority	200.00
(20)	Application for amended certificate
	of authority	50.00
(21)	Application for certificate of
	withdrawal	10.00
(22)	Certificate of revocation of
	authority to transact business	 No fee   
		(24)	Articles of correction	10.00
(25)	Application for certificate of
	existence or authorization	5.00
(26)	Any other document required or
	permitted to be filed by this Chapter	10.00.
(b)	The Secretary of State shall collect a fee of ten dollars ($10.00) each time process is served on the Secretary under this Chapter.  The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(c)	The Secretary of State shall collect the following fees for copying, comparing, and certifying a copy of any filed document relating to a domestic or foreign corporation:
(1)	One dollar ($1.00) a page for copying or comparing a copy to the original; and
(2)	Five dollars ($5.00) for the certificate.
(d)	The Secretary of State shall collect the following additional fees for the expedited filing of a document received in good order:
(1)	Two hundred dollars ($200.00) for the filing by the end of the same business day of a document received by 12:00 noon Eastern Standard Time; and
(2)	One hundred dollars ($100.00) for the filing of a document within 24 hours after receipt, excluding weekends and holidays."
Sec. 4.  G.S. 55-1-25 reads as rewritten:
"§ 55-1-25.  Filing duty of Secretary of State.
(a)	If a document delivered to the office of the Secretary of State for filing satisfies the requirements of this Chapter, the Secretary of State shall file it.  Any documents filed with the Secretary of State pursuant to this Chapter may be maintained by the Secretary either in their original form or in photographic, microfilm, optical disk media, or other reproduced form.  The Secretary may make reproductions of documents filed under this Chapter, or under any predecessor act, by photographic, microfilm, optical disk media, or other means of reproduction, and may destroy the originals of those documents reproduced.
(b)	The Secretary of State files a document by stamping or otherwise endorsing 'Filed', together with the Secretary's name and official title and the date and time of filing, on both the original and the document copy.  After filing a document, except as provided in G.S. 55-5-03 and G.S. 55-15-09, the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative.
(c)	If the Secretary of State refuses to file a document, the Secretary shall return it, by personal delivery or by first-class mail postage prepaid, to the domestic or foreign corporation or its representative within five days after the document was received, together with a brief, written statement of the date and the reason for refusal.  The Secretary of State may correct apparent errors and omissions on a document submitted for filing if authorized to make the corrections by the person submitting the document for filing.  The authorization to make the corrections shall be confirmed, according to procedures adopted by rule, by the Secretary prior to making the correction.
(d)	The Secretary of State's duty is to review and file documents that satisfy the requirements of this Chapter.  The Secretary of State's filing or refusing to file a document does not:
(1)	Except as provided in G.S. 55-2-03(b), affect the validity or invalidity of the document in whole or part;
(2)	Relate to the correctness or incorrectness of information contained in the document;
(3)	Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect."
Sec. 5.  G.S. 55-1-27 reads as rewritten:
"§ 55-1-27.  Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State's signature (which may be in facsimile) and the seal of office and certifying that the copy is a true copy of the document, is conclusive evidence that the original document is on file with the Secretary of State.  A photographic, microfilm, optical disk media, or other reproduced copy of a document filed pursuant to this Chapter or any predecessor act, when certified by the Secretary, shall be considered an original for all purposes and is admissible in evidence in like manner as an original."
Sec. 6.  G.S. 55-1-28(a)(4) reads as rewritten:
"(4)	That its most recent annual report required by G.S. 55-16-22 has been delivered to the Secretary of Revenue;".
Sec. 7.  G.S. 55-1-41(d) reads as rewritten:
"(d)	Written notice to a domestic or foreign corporation (authorized to transact business in this State) may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report on file in the office of the Secretary of Revenue or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority."
Sec. 8.  G.S. 55-14-20(2) reads as rewritten:
"(2)	The corporation does not deliver its annual report to the Secretary of Revenue within 60 days after it is due;".
Sec. 9.  G.S. 55-14-22(a) reads as rewritten:
"(a)	A corporation administratively dissolved under G.S. 55-14-21 may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution.  The application must:
(1)	Recite the name of the corporation and the effective date of its administrative dissolution; and
(2)	State that the ground or grounds for dissolution either did not exist or have been eliminated.
		."
Sec. 10.  G.S. 55-15-30(a)(1) reads as rewritten:
"(1)	The foreign corporation does not deliver its annual report to the Secretary of Revenue within 60 days after it is due;".
Sec. 11.  G.S. 55-16-01(e)(7) reads as rewritten:
"(7)	Its most recent annual report delivered to the Secretary of Revenue under G.S. 55-16-22."
PART II.  NONPROFIT CORPORATIONS.
Sec. 12. G.S. 55A-16-22 is repealed. 
Sec. 13. G.S. 55A-1-21(a) reads as rewritten:
"(a)	The Secretary of State may promulgate and furnish on request forms for:
(1)	An application for a certificate of existence;
(2)	A foreign corporation's application for a certificate of authority to conduct affairs in this State; and
(3)	A foreign corporation's application for a certificate of withdrawal.
	If the Secretary of State so requires, use of these forms is mandatory."
Sec. 14.  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
(1)	Articles of incorporation	$50.00
(2)	Application for reserved name	$10.00
(3)	Notice of transfer of reserved name	$10.00
(4)	Application for registered name	$10.00
(5)	Application for renewal of registered name $10.00
(6)	Corporation's statement of change of registered agent or registered office or both $ 5.00
(7)	Agent's statement of change of registered office for each affected corporation  $ 5.00
(8)	Agent's statement of resignation	            No fee
(9)	Designation of registered agent or registered office or both $ 5.00
(10)	Amendment of articles of incorporation	$25.00
(11)	Restated articles of incorporation without amendment of articles $10.00
(12)	Restated articles of incorporation with amendment of articles $25.00
(13)	Articles of merger	$25.00
(14)	Articles of dissolution	$15.00
(15)	Articles of revocation of dissolution	$10.00
(16)	Certificate of administrative dissolution             No fee
(17)	Application for reinstatement following administrative dissolution $25.00
(18)	Certificate of reinstatement	            No fee
(19)	Certificate of judicial dissolution	            No fee
(20)	Application for certificate of authority	$100.00
(21)	Application for amended certificate of authority $25.00
(22)	Application for certificate of withdrawal $10.00
(23)	Certificate of revocation of authority to conduct affairs             No fee
(24)	 Statement of Change	$5.00
(25)	Articles of correction	$10.00
(26)	Application for certificate of existence or authorization  $ 5.00
(27)	Any other document required or permitted to be filed by this Chapter $10.00.
(b)	The Secretary of State shall collect a fee of ten dollars ($10.00) each time process is served on the Secretary under this Chapter.  The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(c)	The Secretary of State shall collect the following fees for copying, comparing, and certifying a copy of any filed document relating to a domestic or foreign corporation:
(1)	One dollar ($1.00) a page for copying or comparing a copy to the original; and 
(2)	Five dollars ($5.00) for the certificate.
(d)	The Secretary of State shall collect the following additional fees for the expedited filing of a document received in good order:
(1)	Two hundred dollars ($200.00) for the filing by the end of the same business day of a document received by 12:00 noon Eastern Standard Time; and
(2)	One hundred dollars ($100.00) for the filing of a document within 24 hours after receipt, excluding weekends and holidays."
Sec. 15.  G.S. 55A-1-25 reads as rewritten:
"§ 55A-1-25.  Filing duty of Secretary of State.
(a)	If a document delivered to the office of the Secretary of State for filing satisfies the requirements of this Chapter, the Secretary of State shall file it.  Any documents filed with the Secretary of State pursuant to this Chapter may be maintained by the Secretary either in their original form or in photographic, microfilm, optical disk media, or other reproduced form.  The Secretary may make reproductions of documents filed under this Chapter, or under any predecessor act, by photographic, microfilm, optical disk media, or other means of reproduction, and may destroy the originals of those documents reproduced.
(b)	The Secretary of State files a document by stamping or otherwise endorsing 'Filed', together with the Secretary of State's name and official title and the date and time of filing, on both the original and the exact or conformed copy.  After filing a document, except as provided in G.S. 55A-5-03 and G.S. 55A-15-09, the Secretary of State shall deliver the exact or conformed copy to the domestic or foreign corporation or its representative.
(c)	If the Secretary of State refuses to file a document, the Secretary of State shall return it, by personal delivery or by first-class mail postage prepaid, to the domestic or foreign corporation or its representative within five days after the document was received, together with a brief, written statement of the date of and the reason for refusal.  The Secretary of State may correct apparent errors and omissions on a document submitted for filing if authorized to make the corrections by the person submitting the document for filing.  The authorization to make the corrections shall be confirmed, according to procedures adopted by rule, by the Secretary prior to making the correction.
(d)	The Secretary of State's duty is to review and file documents that satisfy the requirements of this Chapter.  The Secretary of State's filing or refusing to file a document does not:
(1)	Except as provided in G.S. 55A-2-03(b), affect the validity or invalidity of the document in whole or part;
(2)	Determine the correctness or incorrectness of information contained in the document;
(3)	Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect."
Sec. 16.  G.S. 55A-1-27 reads as rewritten:
"§ 55A-1-27.  Evidentiary effect of certificate of filing.
A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State's signature (which may be in facsimile) and the seal of office and certifying that the copy is a true copy of the document, is conclusive evidence that the original document is on file with the Secretary of State.  A photographic, microfilm, optical disk media, or other reproduced copy of a document filed pursuant to this Chapter or any predecessor act, when certified by the Secretary, shall be considered an original for all purposes and is admissible in evidence in like manner as an original."
Sec. 17.  G.S. 55A-1-28(b)(4) is repealed.
Sec. 18.  G.S. 55A-1-40 (20) reads as rewritten:
"(20)	'Principal office' means the office (in or out of this State) so designated in the articles of incorporation or subsequent statements of change filed with the Secretary of State where the principal offices of a domestic or foreign corporation are located."
Sec. 19.  G.S. 55A-1-41(d) reads as rewritten:
"(d)	Written notice to a domestic or foreign corporation (authorized to conduct affairs in this State) may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its articles of incorporation or any statements of change filed with the Secretary of State."
Sec. 20.  G.S. 55A-2-02(a) reads as rewritten:
"(a)	The articles of incorporation shall set forth:
(1)	A corporate name for the corporation that satisfies the requirements of G.S. 55A-4-01;
(2)	If the corporation is a charitable or religious corporation, a statement to that effect if it was incorporated on or after the effective date of this Chapter;
(3)	The street address, and the mailing address if different from the street address, of the corporation's initial registered office, the county in which the initial registered office is located, and the name of the corporation's initial registered agent at that address;
(4)	The name and address of each incorporator;
(5)	Whether or not the corporation will have members; 
(6)	Provisions not inconsistent with law regarding the distribution of assets on dissolution; and
(7)	The street address, and the mailing address if different from the street address, of the principal office, and the county in which the principal office is located."
Sec. 21.  G.S. 55A-5-02(c) is repealed.
Sec. 22.  Article 5 of Chapter 55A of the General Statutes is amended by adding a new section to read:
"§ 55A-5-02.1.  Change of principal office.
  A corporation may change its principal office by delivering to the Secretary of State for filing a statement of change that sets forth:
(1)	The street address, and the mailing address if different from the street address, of the corporation's current principal office and the county in which it is located.
(2)	The street address, and the mailing address if different from the street address, of the new principal office and the county in which it is located."
Sec. 23.  G.S. 55A-5-03(b) reads as rewritten:
"(b)	After filing the statement the Secretary of State shall mail one copy to the registered office (if not discontinued) and the other copy to the corporation at its principal office."
Sec. 24. G.S. 55A-5-04(b) reads as rewritten:
"	(b)	When a corporation fails to appoint or maintain a registered agent in this State, or when its registered agent cannot with due diligence be found at the registered office, the Secretary of State shall be an agent of the corporation upon whom any process, notice, or demand may be served.  Service on the Secretary of State of any process, notice, or demand shall be made by delivering to and leaving with the Secretary of State or with any clerk having charge of the corporation department of his office, duplicate copies of such process, notice, or demand.  In the event any process, notice, or demand is served on the Secretary of State, he shall immediately mail one of the copies thereof, by registered or certified mail, return receipt requested, to the corporation at its principal office or in any subsequent communication received from the corporation stating the current mailing address of its principal office or, if there is no mailing address for the principal office on file, to the corporation at its registered office.  Service on a corporation under this subsection shall be effective for all purposes from and after the date of such service on the Secretary of State."
Sec. 25.  G.S. 55A-14-20(2) is repealed.
Sec. 26.  G.S. 55A-15-09(b) reads as rewritten:
"(b)	After filing the statement, the Secretary of State shall mail one copy to the registered office (if not discontinued) and the other copy to the foreign corporation at its principal office."
Sec. 27.  G.S. 55A-15-10(b) reads as rewritten:
"(b)	When a foreign corporation authorized to conduct affairs in this State fails to appoint or maintain a registered agent in this State, or when its registered agent cannot with due diligence be found at the registered office, or when its certificate of authority shall have been revoked under G.S. 55A-15-31, the Secretary of State shall be an agent of such corporation upon whom any process, notice, or demand may be served.  Service on the Secretary of State of any process, notice, or demand shall be made by delivering to and leaving with the Secretary of State or with any clerk having charge of the corporation department of the Secretary of State's office, duplicate copies of such process, notice, or demand.  In the event any process, notice, or demand is served on the Secretary of State, he shall immediately mail one of the copies thereof, by registered or certified mail, return receipt requested, to the corporation at its principal office or in any subsequent communication received from the corporation stating the current mailing address of its principal office or, if there is no mailing address for the principal office on file, to the corporation at its registered office.  Service on a foreign corporation under this subsection shall be effective for all purposes from and after the date of such service on the Secretary of State."
Sec. 28.  G.S. 55A-15-30(a)(1) is repealed.
Sec. 29.  G.S. 55A-16-01(e)(7) is repealed.
PART III.  LIMITED LIABILITY COMPANIES.
Sec. 30.  G.S. 57C-2-23 reads as rewritten:
"§ 57C-2-23.  Annual report for Secretary of Revenue.
(a)	Each domestic limited liability company and each foreign limited liability company authorized to transact business in this State, shall deliver to the Secretary of Revenue for filing an annual report, in a form prescribed by the Secretary of Revenue, that sets forth:
(1)	The name of the limited liability or foreign limited liability company and the state or country under whose law it is organized, and a telephone number by which the person in charge of the management of the limited liability company may be contacted;
(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 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 address of its principal office;
(4)	The names and business addresses of its managers; and
(5)	A brief description of the nature of its business.
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)	Information in the annual report must be current as of the date the annual report is executed on behalf of the limited liability company or the foreign limited liability company.
(c)	The annual report shall be delivered to the Secretary of Revenue by the due date, including any approved extensions, for filing the limited liability company's partnership tax return. Forms required for the filing of subsequent annual reports shall be made available by the Secretary of Revenue.
(d)	If an annual report does not contain the information required by this section, the Secretary of Revenue shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction.  If the report is corrected to contain the information required by this section and delivered to the Secretary of Revenue within 30 days after the effective date of notice, it is deemed to be timely filed.  The Secretary of Revenue shall notify the Secretary of State promptly of any limited liability company that fails to file a timely report.
(e)	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."
Sec. 31.  G.S. 57C-1-22 reads as rewritten:
"§ 57C-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
(1)	Articles of organization	$100.00
(2)	Application for reserved name	10.00
(3)	Notice of transfer of reserved name	10.00
(4)	Application for registered name	10.00
(5)	Application for renewal of registered name	10.00
(6)	Limited liability company's statement of
	change of registered agent or registered
	office or both	5.00
(7)	Agent's statement of change of registered
	office for each affected limited
	liability company	5.00
(8)	Agent's statement of resignation	 No fee 
(9)	Designation of registered agent or
	registered office or both	5.00
(10)	Amendment of articles of organization	50.00
(11)	Restated articles of organization
	without amendment of articles	10.00
(12)	Restated articles of organization
	with amendment of articles	50.00
(13)	Articles of merger	50.00
(14)	Articles of dissolution	30.00
(15)	Articles of revocation of dissolution	10.00
(16)	Certificate of administrative dissolution	 No fee 
(17)	Certificate of reinstatement	 No fee 
(18)	Certificate of judicial dissolution	 No fee 
(19)	Application for certificate of authority	200.00
(20)	Application for amended certificate
	of authority	50.00
(21)	Application for certificate of withdrawal	10.00
(22)	Certificate of revocation of authority
	to transact business	 No fee 
(23)	Articles of correction	10.00
(24)	Application for certificate of existence
	or authorization	5.00
		(26)	Any other document required or permitted
	to be filed by this Chapter	10.00.
(b)	The Secretary of State shall collect a fee of ten dollars ($10.00) each time process is served on the Secretary of State under this Chapter.  The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(c)	The Secretary of State shall collect the following fees for copying, comparing, and certifying a copy of any filed document relating to a domestic or foreign limited liability company:
(1)	One dollar ($1.00) a page for copying or comparing a copy to the original; and
(2)	Five dollars ($5.00) for the certificate.
(d)	The Secretary of State shall collect the following additional fees for the expedited filing of a document received in good order:
(1)	Two hundred dollars ($200.00) for the filing by the end of the same business day of a document received by 12:00 noon Eastern Standard Time; and
(2)	One hundred dollars ($100.00) for the filing of a document within 24 hours after receipt, excluding weekends and holidays."
Sec. 32.  G.S. 57C-1-25 reads as rewritten:
"§ 57C-1-25.  Filing duty of Secretary of State.
(a)	If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of this Chapter, the Secretary of State shall file it.  Any documents filed with the Secretary of State pursuant to this Chapter may be maintained by the Secretary either in their original form or in photographic, microfilm, optical disk media, or other reproduced form.  The Secretary may make reproductions of documents filed under this Chapter, or under any predecessor act, by photographic, microfilm, optical disk media, or other means of reproduction, and may destroy the originals of those documents reproduced.
(b)	The Secretary of State files a document by stamping or otherwise endorsing 'Filed', together with the Secretary of State's name and official title and the date and time of filing, on both the original and the document copy.  After filing a document, the Secretary of State shall deliver the document copy to the domestic or foreign limited liability company or its representative.
(c)	If the Secretary of State refuses to file a document, the Secretary of State shall return it to the domestic or foreign limited liability company or its representative within five days after the document was received, together with a brief, written explanation of the reason for refusal.  The Secretary of State may correct apparent errors and omissions on a document submitted for filing if authorized to make the corrections by the person submitting the document for filing.  The authorization to make the corrections shall be confirmed, according to procedures adopted by rule, by the Secretary prior to making the correction.
(d)	The Secretary of State's duty is to review and file documents that satisfy the requirements of this Chapter.  The Secretary of State's filing or refusing to file a document does not:
(1)	Affect the validity or invalidity of the document in whole or part;
(2)	Relate to the correctness or incorrectness of information contained in the document; or
(3)	Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect."
Sec. 33.  G.S. 57C-1-27 reads as rewritten:
"§ 57C-1-27.  Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State's signature (which may be in facsimile) and the seal of office and certifying that the copy is a true copy of the document, is conclusive evidence that the original document is on file with the Secretary of State.  A photographic, microfilm, optical disk media, or other reproduced copy of a document filed pursuant to this Chapter or any predecessor act, when certified by the Secretary, shall be considered an original for all purposes and is admissible in evidence in like manner as an original."
Sec. 34. G.S. 57C-3-25(a) reads as rewritten:
"(a)	Any person dealing with a limited liability company or a foreign limited liability company may rely conclusively upon its most recent annual report and any amendments thereto filed with the Secretary of Revenue pursuant to G.S. 57C-2-23 as to the identity of its managers, except to the extent the person has actual knowledge that a person identified therein as a manager is not a manager."
Sec. 35.  G.S. 57C-6-03(a)(2) reads as rewritten:
"(2)	The limited liability company does not deliver its annual report to the Secretary of Revenue on or before the date it is due;".
Sec. 36.  G.S. 57C-7-14(a)(2) reads as rewritten:
"(2)	The foreign limited liability company has not delivered its annual report to the Secretary of Revenue on or before the date it is due;".
PART IV.  LIMITED PARTNERSHIPS.
Sec. 37.  G.S. 59-206 reads as rewritten:
"§ 59-206.  Filing requirements.
(a)	Whenever the provisions of this Article require any document relating to a limited partnership to be executed and filed in accordance with this Article, unless otherwise specifically stated in this Article:
(1)	There shall be an original executed document and also one conformed copy.
(2)	The original document so signed, together with the conformed copy, shall be delivered to the Secretary of State.  Unless the Secretary finds that it does not conform to law, the Secretary shall, when the proper fees have been tendered, endorse upon the original the word 'filed' and the hour, day, month and year of the filing thereof and shall file the same in his office.  The Secretary of State shall thereupon immediately compare the copy with the original and if the Secretary finds that they are identical he shall make upon the conformed copy the same endorsement which appears on the original and shall attach to the copy a certificate stating that attached thereto is a true copy of the document, designated by an appropriate title, filed in his office and showing the date of the filing.  The Secretary shall thereupon return the copy so certified to the limited partnership or its representatives.  Any documents filed with the Secretary of State pursuant to this Chapter may be maintained by the Secretary either in their original form or in photographic, microfilm, optical disk media, or other reproduced form.  The Secretary may make reproductions of documents filed under this Chapter, or under any predecessor act, by photographic, microfilm, optical disk media, or other means of reproduction, and may destroy the originals of the documents reproduced.  The Secretary of State may correct apparent errors and omissions on a document submitted for filing if authorized to make the corrections by the person submitting the document for filing.  The authorization to make the corrections shall be confirmed, according to procedures adopted by rule, by the Secretary prior to making the correction.
(3)	Repealed by Session Laws 1991, c. 153, s. 2.
(3a)	Whenever the name of any domestic or foreign limited partnership holding title to real property in this State is changed upon amendment to the certificate of limited partnership, a certificate reciting the change or transfer shall be recorded in the office of the register of deeds of the county where the property lies, or if the property is located in more than one county, then in each county where any portion of the property lies.
(4)	The Secretary of State shall adopt uniform certificates to be furnished for registration in accordance with this section.  In the case of a foreign limited partnership, a similar certificate by any competent authority of the jurisdiction under which the limited partnership is organized may be registered in accordance with this section.
(5)	The certificate required by this section shall be recorded by the register of deeds in the same manner as deeds, and for the same fees, but no formalities as to acknowledgement, probate, or approval by any other officer shall be required.  The former name of the limited partnership holding title to the real property before the amendment shall appear in the 'Grantor' index, and the amended name of the limited partnership holding title to the real property by virtue of the amendment shall appear in the 'Grantee' index.
(b)	Repealed by Session Laws 1991, c. 153, s. 2.
(b1)	Except as provided in subsection (b2), a document accepted for filing is effective:
(1)	At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or
(2)	At the time specified in the document as its effective time on the date it is filed.
(b2)	A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified.  If a delayed effective date but not time is specified, the document is effective at 11:59:59 p.m. on that date.  A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.
(b3)	The fact that a document has become effective under this section does not determine its validity or invalidity or the correctness or incorrectness of the information contained in the document.
(c)	It shall be the duty of the Secretary of State, whenever so requested and upon tender of the proper fees, to certify as aforesaid any true copy of any document on file in the office, or if requested, to make or cause to be made typewritten or photostatic copies of the documents and to certify the same as aforesaid.  A photographic, microfilm, optical disk media, or other reproduced copy of a document filed pursuant to this Chapter or any predecessor act, when certified by the Secretary, shall be considered an original for all purposes and is admissible in evidence in like manner as an original."
Sec. 38.  G.S. 59-1106 reads as rewritten:
"§ 59-1106.  Fees.
The Secretary of State shall collect the following fees and remit them to the State Treasurer for the use of the State:
(1)	For filing a certificate of limited
	partnership (G.S. 59-201)	$50.00
(2)	For filing a certificate of amendment
	(G.S. 59-202; 59-905)	 25.00
(3)	For filing a certificate of cancellation
	(G.S. 59-203; 59-906)	 25.00
(4)	For filing an application for reservation
	of name (G.S. 59-104(a))	 10.00
(5)	For filing a transfer of name
	(G.S. 59-104(d))	 10.00
(6)	For filing an application for registration
	as foreign limited partnership
	(G.S. 59-502)	 50.00
(7)	For preparing and furnishing a copy of
	any document, instrument or paper filed or
	recorded relating to a limited partnership
	(G.S. 59-206(c))
	For each page	  1.00
	For affixing his certificate and official seal
	thereto	  5.00
(8)	For comparing a copy furnished to him of any
	document, instrument or paper filed or
	recorded relating to a limited partnership
	For each page	  1.00
(9)	For filing any other document not herein
	specifically provided for		 10.00
(10)	For the expedited filing by the
	end of the same business day of a
	document received in good order by 12:00 noon
	Eastern Standard Time	200.00
		additional fee
(11)	For the expedited filing of a document
	received in good order within 24
	hours after receipt, excluding
	weekends and holidays	100.00
		additional fee."
PART V. CONFORMING CHANGES, APPROPRIATIONS, AND EFFECTIVE DATES.
Sec. 39.  G.S. 105-228.90(a) reads as rewritten:
"(a)	Scope. – This Article applies to Subchapters I, V, and VIII of this Chapter, to the annual report filing requirements of G.S. 55-16-22 and G.S. 57C-2-23, and to inspection taxes levied under Article 3 of Chapter 119 of the General Statutes."
Sec. 40.  Article 9 of Chapter 105 of the General Statutes is amended by adding a new section to read:
"§ 105-257.1.  Secretary to administer annual report filing.
(a)	Filing Duty. – The Secretary shall review and file annual reports required to be filed with the Secretary by corporations and limited liability companies pursuant to G.S. 55-16-22 and G.S. 57C-2-23.  The penalties in G.S. 105-229 and G.S. 105-230 for failure to file a report do not apply to failure to file an annual report required by G.S. 55-16-22 or G.S. 57C-2-23.
(b)	Information to Secretary of State. – The Secretary of Revenue shall provide the Secretary of State immediate electronic access to the information contained in annual reports filed with the Secretary of Revenue under this section.  The Secretary of Revenue shall notify the Secretary of State promptly of any entity that fails to file a timely annual report.
(c)	An entity filing an annual report with the Secretary shall pay the following fees to the Secretary with the annual report:
Business corporation annual report	$ 10.00
Limited liability company annual report	10.00."
Sec. 41.  G.S. 105-259(a) reads as rewritten:
"(a)	Definitions. – The following definitions apply in this section:
(1)	Employee or officer. – The term includes a former employee, a former officer, and a current or former member of a State board or commission.
(2)	Tax information. – Any information from any source concerning the liability of a taxpayer for a tax, as defined in G.S. 105-228.90. The term includes the following:
a.	Information contained on a tax return, a tax report, or an application for a license for which a tax is imposed.
b.	Information obtained through an audit of a taxpayer or by correspondence with a taxpayer.
c.	Information on whether a taxpayer has filed a tax return or a tax report.
d.	A list or other compilation of the names, addresses, social security numbers, or similar information concerning taxpayers.
	The term does not include (i) statistics classified so that information about specific taxpayers cannot be identified, (ii) an annual report required to be filed under G.S. 55-16-22 or G.S. 57C-2-23, or (iii) information submitted to the Business License Information Office of the Department of Secretary of State on a master application form for various business licenses."
Sec. 42.  There is appropriated from the General Fund to the Department of the Secretary of State a sum for the 1995-96 fiscal year and a sum for the 1996-97 fiscal year for equipment and other one-time costs of implementing this act.
Sec. 43.  There is appropriated from the General Fund to the Department of Revenue a sum for the 1995-96 fiscal year and a sum for the 1996-97 fiscal year for personnel, equipment, and other costs of implementing this act.
Sec. 44.  The amendments to G.S. 55-1-22, 55A-1-22, and 57C-1-22 made by Sections 3, 14, and 31 of this act, respectively, become effective July 1, 1996, and the new subsections added to G.S. 55-1-22, 55A-1-22, and 57C-1-22 apply to expedited filings submitted on or after that date.  Sections 1, 2, 6 - 13, 17 - 30, 34, 35, and 38 - 41 of this act become effective July 1, 1996, and apply to annual reports due for years beginning with 1996 and articles of incorporation filed on or after July 1, 1996.  The remainder of this act becomes effective July 1, 1995.