A BILL TO BE ENTITLED
AN ACT revising the laws governing the submission of annual reports by various entities to the secretary of state.
The General Assembly of North Carolina enacts:

PART I. BUSINESS CORPORATIONS
SECTION 1.(a)  G.S. 55‑16‑22 reads as rewritten:
"§ 55‑16‑22.  Annual report to the Secretary of State.
(a)	Requirement. – Except as provided in subsection (a2) of this section, each domestic corporation and each foreign corporation authorized to transact business in this State shall deliver an annual report to the Secretary of State in electronic form as prescribed by the Secretary of State under this section.
	
(a2)	Professional Corporations Exempt. – A 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 an electronic form prescribed by the Secretary of State. The Secretary of State 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 in this State, the county in which its registered office is located, the name of its registered agent and e‑mail address at that office, 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 business street addresses of its principal officers and the name, mailing address, e‑mail address, and telephone number of an individual who is authorized to provide information regarding persons with the authority to bind the corporation.
(4a)	Repealed by Session Laws 1997‑475, s. 6.1, effective January 1, 1998.
(5)	A brief description of the nature of its business.
(6)	An e‑mail address for the corporation, if different from the e‑mail address provided under subdivision (2) of this subsection.

(a4)	Form; Certain Veteran‑Owned Businesses. – The Secretary of State shall also provide appropriate space and instructions on the annual report form for a domestic corporation or foreign corporation to voluntarily indicate whether or not the corporation is a veteran‑owned small business or a service‑disabled veteran‑owned small business.
(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 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. – 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. 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 submitted for filing with the Secretary of State at any time for the purpose of correcting, updating, or augmenting the information contained in the annual report.
(f)	Expired.
(g)	Repealed by Session Laws 2017‑204, s. 1.13, effective August 11, 2017.
(h)	Delinquency. – If the Secretary of State does not receive an annual report within 60 days after 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 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 is confidential information and is not a public record under Chapter 132 of the General Statutes."
SECTION 1.(b)  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 submitted to the Secretary for filing:
	Document	Fee
…
(23)	Annual report	125.00
		
…
(d)	The fee for the annual report in subdivision (23) of subsection (a) of this section is nonrefundable."
SECTION 1.(c)  G.S. 55‑14‑22 reads as rewritten:
"§ 55‑14‑22.  Reinstatement following administrative dissolution.
(a)	A corporation administratively dissolved under G.S. 55‑14‑21 may apply to the Secretary of State for reinstatement. The application must do all of the following:
(1)	Recite the name of the corporation and the effective date of its administrative dissolution.
(2)	State that the ground or grounds for dissolution either did not exist or have been eliminated.
(3)	Reserved.
(4)	Repealed by Session Laws 1995, c. 539, s. 6.
(a1)	If, at the time the corporation applies for reinstatement, the name of the corporation is not distinguishable from the name of another entity authorized to be used under G.S. 55D‑21, the corporation 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.
(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, 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, 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 of reinstatement, and mail a copy of it to the corporation.
(c)	When the reinstatement is effective, it relates back to and takes effect as of the date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred, subject to the rights of any person who reasonably relied to the person's prejudice upon the certificate of dissolution."
SECTION 1.(d)  G.S. 105‑228.90(a)(2) and G.S. 105‑256.1 are repealed.
SECTION 1.(e)  For entities having gross revenues of at least one hundred seventy‑five thousand dollars ($175,000) in their fiscal year ending in 2018, the requirement to file annual reports electronically under G.S. 55‑16‑22, as amended by subsection (a) of this section, becomes effective January 1, 2020, and applies to annual reports due on or after that date. For entities having gross revenues less than one hundred seventy‑five thousand dollars ($175,000) in their fiscal year ending in 2018, the requirement to file annual reports electronically under G.S. 55‑16‑22, as amended by subsection (a) of this section, becomes effective January 1, 2021, and applies to annual reports due on or after that date. The remainder of this section becomes effective January 1, 2020, and applies to annual reports due on or after that date.

PART II. LIMITED LIABILITY COMPANIES
SECTION 2.(a)  G.S. 57D‑2‑24 reads as rewritten:
"§ 57D‑2‑24.  Annual report to the 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 submit an annual report to the Secretary of State in electronic form as prescribed by the Secretary of State and as provided in 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.
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 this 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 business street addresses of the limited liability company's managers, principal company officials, and the name, mailing address, e‑mail address, and telephone number of an individual who is authorized to provide information regarding persons with the authority to bind the LLC.
(6)	A brief description of the nature of its business.
(7)	An e‑mail address for the limited liability company, if different from the e‑mail address provided under subdivision (3) of this subsection.
(a1)	Form; Certain Veteran‑Owned Businesses. – The Secretary of State shall also provide appropriate space and instructions on the annual report form for a limited liability company to voluntarily indicate whether or not it is a veteran‑owned small business or a service‑disabled veteran‑owned small business.
(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 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 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. – 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. 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 submitted.
(d)	Amendments. – Amendments to any previously filed annual report may be submitted for filing to 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 is confidential information and is not a public record under Chapter 132 of the General Statutes."
SECTION 2.(b)  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 submitted to the Secretary of State for filing:
	Document	Fee
…
(28)	Annual report	125.00
…."
SECTION 2.(c)  G.S. 57D‑6‑06 reads as rewritten:
"§ 57D‑6‑06.  Administrative dissolution.
(a)	The Secretary of State may administratively dissolve an LLC if the Secretary of State determines that the LLC has done any of the following:
(1)	The LLC has not paid within 60 days after they are due any penalties, fees, or other payments due under this Chapter.
(2)	The LLC does not deliver its annual report to the Secretary of State within 60 days after it is due.
…
(b)	If the Secretary of State determines that one or more grounds exist under subsection (a) of this section for dissolving an LLC, the Secretary of State shall mail the LLC notice of that determination. If, within 60 days after the notice is mailed, the LLC does not correct each ground for dissolution or demonstrate to the satisfaction of the Secretary of State that each ground does not exist, the Secretary of State shall administratively dissolve the LLC by signing a certificate of dissolution that recites the ground or grounds for dissolution and the effective date of the dissolution. The Secretary of State shall file the original certificate of dissolution and mail a copy to the LLC.
(c)	An LLC administratively dissolved under this section may apply to the Secretary of State for reinstatement. The procedures for reinstatement and for the appeal of any denial of the LLC's application for reinstatement are the same as those applicable to a domestic corporation under G.S. 55‑14‑22, 55‑14‑23, and 55‑14‑24. Any penalties, fees, or other payments due under this Chapter shall be paid prior to reinstatement. If, at the time the LLC applies for reinstatement, the name of the LLC is not distinguishable from the name of another entity authorized to be used under G.S. 55D‑21, the LLC must change its name to a name that is distinguishable on 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 effect of reinstatement of an LLC is the same as for a domestic corporation under G.S. 55‑14‑22."
SECTION 2.(d)  For entities having gross revenues of at least one hundred seventy‑five thousand dollars ($175,000) in their fiscal year ending in 2018, the requirement to file annual reports electronically under G.S. 57D‑2‑24, as amended by subsection (a) of this section, becomes effective January 1, 2020, and applies to annual reports due on or after that date. For entities having gross revenues less than one hundred seventy‑five thousand dollars ($175,000) in their fiscal year ending in 2018, the requirement to file annual reports electronically under G.S. 57D‑2‑24, as amended by subsection (a) of this section, becomes effective January 1, 2021, and applies to annual reports due on or after that date. The remainder of this section becomes effective January 1, 2020, and applies to annual reports due on or after that date.

PART III. NONPROFIT CORPORATIONS
SECTION 3.(a)  Article 16 of Chapter 55A of the General Statutes is amended by adding a new section to read:
"§ 55A‑16‑22.1.  Annual report to 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 in this 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.
(3)	The address and telephone number of its principal office.
(4)	The names, titles, and business street addresses of its principal officers and the name, mailing address, e‑mail address, and telephone number of an individual who is authorized to provide information regarding persons with the authority to bind the corporation.
(5)	A brief description of the nature of its activities.
(6)	An 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 submitted on behalf of the corporation.
(c)	Due Date. – The corporation shall submit an annual report to the Secretary of State by November 15 of each year following (i) in the case of a domestic corporation, the calendar year in which the corporation was formed or (ii) in the case a foreign corporation, the calendar year in which the Secretary of State issued to the foreign corporation a certificate of authority to conduct affairs in this State. An annual report is due each year until (i) in the case of a domestic corporation, the effective date of a voluntary or judicial dissolution or (ii) in the case of a foreign corporation, the effective date of a certificate of withdrawal or revocation of a certificate of authority.
(d)	Incomplete Information. – If an annual report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting 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 submitted to the Secretary of State within 30 days after the notice, the report shall be deemed to be timely submitted.
(e)	Amendments. – Amendments to any previously filed annual report may be submitted for filing to the Secretary of State 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 after 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 submission 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 is confidential information and is not a public record under Chapter 132 of the General Statutes.
(h)	Charitable Organizations or Sponsors. – A domestic or foreign corporation shall be deemed to have filed an annual report required in this section if all the following have occurred:
(1)	The corporation is a charitable organization or sponsor that is licensed under Article 2 of Chapter 131F of the General Statutes.
(2)	The corporation applies for the license electronically in a form prescribed by the Secretary and provides additional information in that application that is required for the annual report in this section.
(3)	The corporation is licensed on the annual report due date."
SECTION 3.(b)  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 submitted to the Secretary for filing:
Document	Fee
…
(29)	Annual report	No fee
…."
SECTION 3.(c)  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 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.
(2)	Repealed by Session Laws 1995, c. 539, s. 24.
(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.
(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.
(5)	The corporation's period of duration stated in its articles of incorporation 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.
(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 3.(d)  G.S. 55A‑14‑22 reads as rewritten:
"§ 55A‑14‑22.  Reinstatement following administrative dissolution.
(a)	A corporation administratively dissolved under G.S. 55A‑14‑21 may apply to the Secretary of State for reinstatement. The application shall do all of the following:
(1)	Recite the name of the corporation and the effective date of its administrative dissolution.
(2)	State that the ground or grounds for dissolution either did not exist or have been eliminated.
(a1)	If, at the time the corporation applies for reinstatement, the name of the corporation is not distinguishable from the name of another entity authorized to be used under G.S. 55D‑21, the corporation 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.
(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, 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, 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 of reinstatement, and mail a copy of it to the corporation.
(c)	When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its activities as if the administrative dissolution had never occurred, subject to the rights of any person who reasonably relied to the person's prejudice upon the certificate of dissolution."
SECTION 3.(e)  Until January 1, 2022, the Secretary of State may waive the fee payable under G.S. 55A‑1‑22(17) by a corporation seeking reinstatement following administrative dissolution for delinquent filing pursuant to G.S. 55A‑14‑20(2a).
SECTION 3.(f)  This section becomes effective January 1, 2021, and applies to annual reports due on or after that date.

PART IV. LIMITED LIABILITY PARTNERSHIPS
SECTION 4.(a)  G.S. 59‑84.4 reads as rewritten:
"§ 59‑84.4.  Annual report to the Secretary of State.
(a)	Requirement. – Each registered limited liability partnership and each foreign limited liability partnership authorized to transact business in this State shall submit to the Secretary of State for filing an annual report, in 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 in this State, the county in which the registered office is located, and 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.
(3)	The street address and telephone number of its principal office.
(3a)	The names, titles, and business street addresses of all its partners and the name, mailing address, e‑mail address, and telephone number of an individual who is authorized to provide information regarding persons with the authority to bind the partnership.
(4)	A brief description of the nature of its business.
(5)	The fiscal year end of the partnership.
(6)	An 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.

(a1)	Form; Certain Veteran‑Owned Businesses. – The Secretary of State shall also provide appropriate space and instructions on the annual report form for a registered limited liability partnership or foreign limited liability partnership to voluntarily indicate whether or not it is a veteran‑owned small business or a service‑disabled veteran‑owned small business.
(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 submitted 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. – If an annual report does not contain the information required by 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. 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 shall be deemed to be timely submitted.
(e)	Amendments. – Amendments to any previously filed annual report may be submitted for filing to 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 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.
(2)	The registered limited liability partnership or foreign limited liability partnership does not submit its annual report to the Secretary of State within 60 days after it is 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.
(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, 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 are the same procedures applicable to business corporations under G.S. 55‑14‑22, 55‑14‑23, and 55‑14‑24. Any penalties, fees, or other payments due under this Chapter shall be paid prior to reinstatement. The effect of reinstatement of a limited liability partnership is 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 is confidential information and is not a public record under Chapter 132 of the General Statutes."
SECTION 4.(b)  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 ....................................................................................125.00
…."
SECTION 4.(c)  For entities having gross revenues of at least one hundred seventy‑five thousand dollars ($175,000) in their fiscal year ending in 2018, the requirement to file annual reports electronically under G.S. 59‑84.4, as amended by subsection (a) of this section, becomes effective January 1, 2020, and applies to annual reports due on or after that date. For entities having gross revenues less than one hundred seventy‑five thousand dollars ($175,000) in their fiscal year ending in 2018, the requirement to file annual reports electronically under G.S. 59‑84.4, as amended by subsection (a) of this section, becomes effective January 1, 2021, and applies to annual reports due on or after that date. The remainder of this section becomes effective January 1, 2020, and applies to annual reports due on or after that date.

PART V. LIMITED PARTNERSHIPS
SECTION 5.(a)  Part 1 of Article 5 of Chapter 59 of the General Statutes is amended by adding new sections to read:
"§ 59‑109.  Annual report to the Secretary of State.
(a)	Requirement. – Each limited partnership and each foreign limited partnership authorized to transact business in this State shall submit an annual report to the Secretary of State in an electronic form as prescribed by the Secretary of State. The following information shall be included in each annual report:
(1)	The name of the limited partnership, and in the case of a foreign limited partnership, any different name that the foreign limited partnership 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 limited partnership's certificate of authority.
(2)	In the case of a foreign limited partnership, the name of the jurisdiction under whose law the foreign limited partnership is organized.
(3)	The street address, and the mailing address if different from the street address, of the registered office in this State, the county in which the registered office is located, and 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 business street address of all general partners and the name, mailing address, e‑mail address, and telephone number of an individual who is authorized to provide information regarding persons with the authority to bind the partnership.
(6)	A brief description of the nature of its business.
(7)	The fiscal year end of the limited partnership.
(8)	The year for which the annual report applies.
(9)	An e‑mail address for the limited partnership or foreign limited partnership, if different from the e‑mail address provided under subdivision (3) of this subsection.
(b)	Currency of Information. – Information in the annual report shall be current as of the date the annual report is submitted on behalf of the limited partnership or the foreign limited partnership.
(c)	Due Date. – The annual report shall be submitted to the Secretary of State by the fifteenth day of the fourth month following the close of the limited partnership's fiscal year.
(d)	Incomplete Information. – If an annual report does not contain the information required by this section, the Secretary of State shall promptly notify the limited partnership in writing and return the report to it for correction. 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 shall be deemed to be timely submitted.
(e)	Amendments. – Amendments to any previously filed annual report may be submitted for filing to the Secretary of State at any time for the purpose of correcting, updating, or augmenting the information contained in the annual report.
(f)	E‑Mail; Confidentiality. – The Secretary of State may provide by e‑mail any notice or form required under this section if the submitting limited partnership or foreign limited 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 limited partnership or foreign limited partnership in accordance with this section is confidential information and is not a public record under Chapter 132 of the General Statutes.
"§ 59‑110.  Grounds for revocation.
(a)	The Secretary of State may revoke the registration of a limited partnership or the certificate of authority of a foreign limited partnership if the Secretary of State determines that any of the following has occurred:
(1)	The limited partnership or foreign limited partnership has not paid, within 60 days after they are due, any penalties, fees, or other payments due under this Chapter.
(2)	The limited partnership or foreign limited partnership does not submit its annual report to the Secretary of State within 60 days after it is due.
(3)	The limited partnership or foreign limited partnership has been without a registered agent or registered office in this State for 60 days or more.
(4)	The limited partnership or foreign limited 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.
(b)	If the Secretary of State determines that one or more grounds exist under subsection (a) of this section for revoking the registration of the limited partnership or the certificate of authority of a foreign limited partnership, the Secretary of State shall mail the registered limited partnership or foreign limited partnership written notice of that determination. If, within 60 days after the notice is mailed, the limited partnership or foreign limited partnership does not correct each ground for revocation or demonstrate to the satisfaction of the Secretary of State that each ground does not exist, the Secretary of State shall revoke the registration of a limited partnership or foreign limited partnership by signing a certification 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 limited partnership or foreign limited partnership.
(c)	A limited partnership or foreign limited partnership whose registration is revoked under this section may apply to the Secretary of State for reinstatement. The procedures for reinstatement and for the appeal of any denial of the limited partnership's application for reinstatement are the same as those applicable to a domestic corporation under G.S. 55‑14‑22, 55‑14‑23, and 55‑14‑24. Any penalties, fees, or other payments due under this Chapter shall be paid prior to reinstatement.
(d)	If, at the time the limited partnership applies for reinstatement, the name of the limited partnership or foreign limited partnership is not distinguishable from the name of another entity authorized to be used under G.S. 55D‑21, the limited partnership or foreign limited partnership shall 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 effect of reinstatement of a limited partnership or foreign limited partnership is the same as for a corporation under G.S. 55‑14‑22."
SECTION 5.(b)  G.S. 59‑1106 reads as rewritten:
"§ 59‑1106.  Filing, service, and copying fees.
(a)	The Secretary of State shall collect the following fees when the documents described in this subsection are submitted to the Secretary of State for filing:
	Document	Fee
…
(22)	Annual report ……….125.00
…
(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 partnership:
(1)	One dollar ($1.00) a page for copying or comparing a copy to the original.
(2)	Fifteen dollars ($15.00) for a paper certificate.
(3)	Ten dollars ($10.00) for an electronic certificate.
(d)	Repealed by Session Laws 2001‑387, s. 171(b), effective January 1, 2002."
SECTION 5.(c)  This section becomes effective January 1, 2021, and applies to annual reports due on or after that date.

part vi. nonprofit corporations receiving refunds of sales and use tax
SECTION 6.(a)  G.S. 105‑164.14(b) reads as rewritten:
"(b)	Nonprofit Entities and Hospital Drugs. – A nonprofit entity is allowed a semiannual refund of sales and use taxes paid by it under this Article on direct purchases of tangible personal property and services for use in carrying on the work of the nonprofit entity. Sales and use tax liability indirectly incurred by a nonprofit entity through reimbursement to an authorized person of the entity for the purchase of tangible personal property and services for use in carrying on the work of the nonprofit entity is considered a direct purchase by the entity. Sales and use tax liability indirectly incurred by a nonprofit entity on building materials, supplies, fixtures, and equipment that become a part of or annexed to any building or structure that is owned or leased by the nonprofit entity and is being erected, altered, or repaired for use by the nonprofit entity for carrying on its nonprofit activities is considered a sales or use tax liability incurred on direct purchases by the nonprofit entity. The refund allowed under this subsection does not apply to purchases of electricity, telecommunications service, ancillary service, piped natural gas, video programming, or a prepaid meal plan. A request for a refund must be in writing and must include the following information: (i) name, (ii) mailing address, (iii) e‑mail address, (iv) registration number issued by the Secretary of State, if applicable, and (v) other information and documentation required by the Secretary. A request for a refund for the first six months of a calendar year is due the following October 15; a request for a refund for the second six months of a calendar year is due the following April 15. The aggregate annual refund amount allowed an entity under this subsection for the State's fiscal year may not exceed thirty‑one million seven hundred thousand dollars ($31,700,000).
…."
SECTION 6.(b)  G.S. 105‑259(b) reads as rewritten:
"(b)	Disclosure Prohibited. – An officer, an employee, or an agent of the State who has access to tax information in the course of service to or employment by the State may not disclose the information to any other person except as provided in this subsection. Standards used or to be used for the selection of returns for examination and data used or to be used for determining the standards may not be disclosed for any purpose. All other tax information may be disclosed only if the disclosure is made for one of the following purposes:
…
(16)	To furnish to the Department of Secretary of State the name, address, tax year end, and account and identification numbers of a corporation liable for corporate income or franchise taxes or of a limited liability company liable for a corporate or a partnership tax return to enable the Secretary of State to notify the corporation or the limited liability company of the annual report filing requirement or that its articles of incorporation or articles of organization or its certificate of authority has been suspended.
(16a)	To furnish to the Department of the Secretary of State, annually, the following information regarding nonprofit entities receiving a refund of sales and use tax pursuant to G.S. 105‑164.14(b): the entity's name, mailing address, e‑mail address, and, if applicable, registration number issued by the Secretary of State.
(16b)	To provide the North Carolina Self‑Insurance Security Association information on self‑insurers' premiums as determined under G.S. 105‑228.5(b), (b1), and (c) for the purpose of collecting the assessments authorized in G.S. 97‑133(a).
…."
SECTION 6.(c)  This section becomes effective January 1, 2021, and applies to requests for refunds submitted on or after that date.

PART VII. REINSTATEMENT FEE REVISION
SECTION 7.(a)  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 fifty dollars ($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 the Secretary of State's share of the cost of reinstatement under subsection (a) of this section, and any funds received under this subsection are 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 7.(b)  This section is effective when it becomes law and applies to fees collected on or after that date.

PART VIII. ENFORCEMENT
SECTION 8.(a)  G.S. 55D‑18 reads as rewritten:
"§ 55D‑18.  Penalty for signing false document.
(a)	A person commits an offense if the person signs a document the person knows is false in any material respect with intent that the document be submitted to the Secretary of State for filing.
(b)	An offense under this section is a Class 1 misdemeanor.
(c)	For purposes of enforcing this section, the Department of the Secretary of State's law enforcement agents have statewide jurisdiction. These law enforcement agents may assist local law enforcement agencies in their investigations and may initiate and carry out, in coordination with local law enforcement agencies, investigations of violations of this section. These law enforcement agents have all of the powers and authority of law enforcement officers when executing arrest warrants. These agents may have fictitious licenses, license tags, and registrations, pursuant to G.S. 20‑39(h) or G.S. 14‑250, for the purpose of conducting criminal investigations."
SECTION 8.(b)  The amendments to G.S. 55D‑18(a) in subsection (a) of this section become effective December 1, 2019, and apply to offenses committed on or after that date. The remainder of this section is effective when it becomes law.

PART IX. EFFECTIVE DATE
SECTION 9.  Except as otherwise provided, this act is effective when it becomes law.