GENERAL ASSEMBLY OF NORTH CAROLINA

SESSION 1997

H	1 

HOUSE BILL 219*

Short Title:  Administrative Dissolution/Annual Rept.  	(Public)

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Sponsors: Representative Culpepper.

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Referred to:  Ways & Means, if favorable, Finance.

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February 17, 1997

A BILL TO BE ENTITLED
AN ACT TO EXPAND THE TIME CORPORATIONS AND LIMITED LIABILITY COMPANIES MAY APPLY FOR REINSTATEMENT FROM ADMINISTRATIVE DISSOLUTION, TO INCREASE THE FEE CORPORATIONS MUST PAY FOR REINSTATEMENT AFTER ADMINISTRATIVE DISSOLUTION, TO ESTABLISH A FEE LIMITED LIABILITY COMPANIES MUST PAY FOR REINSTATEMENT AFTER ADMINISTRATIVE DISSOLUTION, AND 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, AS RECOMMENDED BY THE GENERAL STATUTES STUDY COMMISSION.
The General Assembly of North Carolina enacts:
PART I.  ADMINISTRATIVE DISSOLUTIONS.
Section 1.  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 not later than five 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.
(3)	Reserved.
(4)	Repealed by Session Laws 1995, c. 539, s. 6."
Section 2.  G.S. 55A-14-22(a) reads as rewritten:
"(a)	A corporation administratively dissolved under G.S. 55A-14-21 may apply to the Secretary of State for reinstatement not later than five years after the effective date of dissolution. The application shall:
(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."
Section 3.  G.S. 57C-6-03(c) reads as rewritten:
"(c)	A limited liability company administratively dissolved under this section may apply to the Secretary of State for reinstatement not later than five years after the effective date of the administrative dissolution. The procedures for reinstatement and for the appeal of any denial of the limited liability company's application for reinstatement shall be the same procedures applicable to business corporations under G.S. 55-14-22, 55-14-23, and 55-14-24."
Section 4.  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
			(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)	Annual report	10.00
(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 a fee of two hundred dollars ($200.00) for each year, or portion of a year, following the effective date of an administrative dissolution when an application for reinstatement following an administrative dissolution is delivered to the Secretary for filing."
Section 5.  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
			(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)	Corporation's Statement of Change of
	Principal Office	$5.00
(24a)	Designation of Principal Office Address	$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 a fee of two hundred dollars ($200.00) for each year, or portion of a year, following the effective date of an administrative dissolution when an application for reinstatement following an administrative dissolution is delivered to the Secretary for filing."
Section 6.  G.S. 57C-1-22 is amended by adding a new subsection to read:
"( d)	The Secretary of State shall collect a fee of two hundred dollars ($200.00) for each year, or portion of a year, following the effective date of an administrative dissolution when an application for reinstatement following an administrative dissolution is delivered to the Secretary for filing."
PART II.  ANNUAL CORPORATE REPORT.
Section 7.  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 all of the following:
(1)	The name of the corporation and the state or country under whose law it is incorporated.
(2)	The street address, and the mailing address if different from the street address, of the registered office, the county in which its registered office is located, and the name 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 and telephone number of its principal office.
(4)	The names, titles, and business addresses of its principal officers.
	(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 for filing the corporation's income and franchise tax returns.  If a corporation requests an extension of time for filing its income and franchise tax return, then the annual report must be delivered to the Secretary of Revenue with its application for an extension of time for filing.  Forms required for the filing of 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 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 delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.  
(e)	Amendments to any previously filed annual report may be filed with the Secretary of State at any time for the purpose of correcting, updating, or augmenting the information contained in the annual report.  
(f)	Expired.
(g)	When a statement of change of registered office or registered agent is filed in the annual report, the change shall become effective when the statement is received by the Secretary of State.
(h)	If the Secretary of State does not receive an annual report from the Secretary of Revenue, it shall be presumed that the annual report was not filed with the Secretary of Revenue."
Section 8.  G.S. 55-1-21(a) reads as rewritten:
"(a)	The Secretary of State may promulgate and furnish on request forms for the following:
(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.
(3)	A foreign corporation's application for a certificate of withdrawal.
	If the Secretary of State so requires, use of these forms is mandatory."
Section 9.  G.S. 55-1-22(a), as amended by Section 4 of this act, reads as rewritten:
"(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)	Repealed. 
(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."
Section 10.  G.S. 55-1-28(b)(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;".
Section 11.  G.S. 55-14-20(2) reads as rewritten:
"(2)	The corporation does not deliver its annual report to the Secretary of Revenue on or before the date it is due;".
Section 12.  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 on or before the date it is due;".
Section 13.  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."
Section 14.  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 all of the following:
(1)	The name of the limited liability or foreign limited liability company and the state or country under whose law it is organized.
(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 and telephone number of its principal office.
(4)	The names and business addresses of its managers.
(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 for filing the limited liability company's partnership tax return.  If a limited liability company requests an extension of time for filing its partnership tax return, then the annual report must be delivered to the Secretary of Revenue with its application for an extension of time for filing. Forms required for the filing of 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 State 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 State within 30 days after the effective date of notice, it is deemed to be timely filed.  
(e)	Amendments to any previously filed annual report may be filed with the Secretary of State at any time for the purpose of correcting, updating, or augmenting the information contained in the annual report.
(f)	When a statement of change of registered office or registered agent is filed in the annual report, the change shall become effective when the statement is received by the Secretary of State.
(g)	If the Secretary of State does not receive an annual report from the Secretary of Revenue, it shall be presumed that the annual report was not filed with the Secretary of Revenue."
Section 15.  G.S. 57C-1-22, as amended by Section 6 of this act, 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 a fee of two hundred dollars ($200.00) for each year, or portion of a year, following the effective date of an administrative dissolution when an application for reinstatement following an administrative dissolution is delivered to the Secretary for filing."
Section 16.  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 to it on file with the Secretary of State 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."
Section 17.  G.S. 57C-6-03(a) reads as rewritten:
"(a)	The Secretary of State may administratively dissolve a limited liability company if the Secretary of State determines that:
(1)	The limited liability company has not paid within 60 days after they are due any penalties, fees, or other payments due under this Chapter or G.S. 105-257.1(b);
(2)	The limited liability company does not deliver its annual report to the Secretary of Revenue on or before the date it is due;
(3)	The limited liability company has been without a registered agent or registered office in this State for 60 days or more;
(4)	The limited liability company has not notified 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; or
(5)	The limited liability company's period of duration stated in its articles of organization has expired."
Section 18.  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;".
Section 19.  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."
Section 20.  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; fee for limited liability companies.
(a)	Filing Duty. – The Secretary shall submit the annual reports filed with the Secretary by corporations and limited liability companies pursuant to G.S. 55-16-22 and G.S. 57C-2-23 to the Secretary of State.  The penalty in G.S. 105-230 does not apply to the failure to file an annual report required by G.S. 55-16-22 or G.S. 57C-2-23.
(b)	Fee. – A limited liability company shall pay a fee of two hundred dollars ($200.00) to the Secretary of Revenue with its annual report. The fees collected under this subsection shall be credited to the General Fund as tax revenue."
Section 21.  G.S. 105-259 reads as rewritten:
"§ 105-259.  (See notes) Secrecy required of officials; penalty for violation.
(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.
(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 unless the disclosure is made for one of the following purposes:
(1)	To comply with a court order or a law.
(2)	Review by the Attorney General or a representative of the Attorney General.
(3)	Review by a tax official of another state or the Internal Revenue Commissioner of the United States to aid the state or the Commissioner in collecting a tax imposed by this State, the other state, or the United States if the laws of the other state or the United States allow the state or the United States to provide similar tax information to a representative of this State.
(4)	To provide a governmental agency or an officer of an organized association of taxpayers with a list of taxpayers who have paid a privilege license tax under Article 2 of this Chapter.
(5)	To furnish to the chair of a board of county commissioners information on the county sales and use tax.
(6)	To sort, process, or deliver tax information on behalf of the Department of Revenue.
(6a)	To furnish the chair of a board of county commissioners a list of claimants that have received a refund of the county sales or use tax to the extent authorized in G.S. 105- 164.14(f).
(7)	To exchange information with the Division of Motor Vehicles of the Department of Transportation when the information is needed to fulfill a duty imposed on the Department of Revenue or the Division of Motor Vehicles.
(8)	To furnish to the Department of State Treasurer, upon request, the name, address, and account and identification numbers of a taxpayer who may be entitled to property held in the Escheat Fund.
(9)	To furnish to the Employment Security Commission the name, address, and account and identification numbers of a taxpayer when the information is requested by the Commission in order to fulfill a duty imposed under Article 2 of Chapter 96 of the General Statutes.
(10)	Review by the State Auditor to the extent authorized in G.S. 147-64.7.
(11)	To give a spouse who elects to file a joint tax return a copy of the return or information contained on the return.
(11a)	To provide a copy of a return to the taxpayer who filed the return.
(11b)	In the case of a return filed by a corporation, a partnership, a trust, or an estate, to provide a copy of the return or information on the return to a person who has a material interest in the return if, under the circumstances, section 6103(e)(1) of the Code would require disclosure to that person of any corresponding federal return or information.
(11c)	In the case of a return of an individual who is legally incompetent or deceased, to provide a copy of the return to the legal representative of the estate of the incompetent individual or decedent.
(12)	To contract with a financial institution for the receipt of withheld income tax payments under G.S. 105-163.6 or for the transmittal of payments by electronic funds transfer.
(13)	To furnish the Fiscal Research Division of the General Assembly, upon request, a sample, suitable in character, composition, and size for statistical analyses, of tax returns or other tax information from which taxpayers' names and identification numbers have been removed.
(14)	To exchange information concerning a tax imposed by Subchapter V of this Chapter with the Standards Division of the Department of Agriculture when the information is needed to administer the Gasoline and Oil Inspection Act, Article 3 of Chapter 119 of the General Statutes.
(15)	To exchange information concerning a tax imposed by Articles 2A, 2B, 2C, or 2D of this Chapter with one of the following agencies when the information is needed to fulfill a duty imposed on the agency:
a.	The North Carolina Alcoholic Beverage Control Commission.
b.	The Division of Alcohol Law Enforcement of the Department of Crime Control and Public Safety.
c.	The Bureau of Alcohol, Tobacco, and Firearms of the United States Treasury Department.
(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 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.
(17)	To inform the Business License Information Office of the Department of Secretary of State of the status of an application for a license for which a tax is imposed and of any information needed to process the application.
(18)	To furnish to the Office of the State Controller the name, address, and account and identification numbers of a taxpayer upon request to enable the State Controller to verify statewide vendor files or track debtors of the State.
(19)	To furnish to the North Carolina Industrial Commission information concerning workers' compensation reported to the Secretary under G.S. 105-163.7.
(c)	Punishment. – A person who violates this section is guilty of a Class 1 misdemeanor. If the person committing the violation is an officer or employee, that person shall be dismissed from public office or public employment and may not hold any public office or public employment in this State for five years after the violation."
Section 22.  There is appropriated from the General Fund to the Department of Revenue the sum of one hundred ninety-two thousand one hundred fifty-one dollars ($192,151) for the 1997-98 fiscal year, allocated as one hundred twenty-seven thousand seven hundred fifty-one dollars ($127,751) recurring funds and sixty-four thousand four hundred dollars ($64,400) nonrecurring funds, for the costs associated with collecting and transmitting the annual corporate reports.
PART III.  EFFECTIVE DATES.
Section 23.  (a)Sections 1 through 6 and Sections 21 through 23 of this act become effective July 1, 1997.  The remainder of this act becomes effective January 1, 1998, and applies to tax years ending on or after December 31, 1997.
(b)	Annual reports erroneously filed with the Secretary of State after December 31, 1997, but before January 1, 1999, shall nevertheless be deemed filed with the correct State agency.  The Secretary of State shall notify the Secretary of Revenue of these filings.