GENERAL ASSEMBLY OF NORTH CAROLINA

SESSION 1997

H	1 

HOUSE BILL 38

Short Title:  No Annual Corp. Report/Fee.	(Public)

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Sponsors: Representatives Allred; Brown, Buchanan, Cansler, Clary, Culp, Decker, Fox, Gulley, Hiatt, Justus, Morris, Reynolds, Shubert, and Thompson.

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Referred to:  Finance.

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February 4, 1997

A BILL TO BE ENTITLED
AN ACT TO REPEAL THE REQUIREMENTS THAT CORPORATIONS FILE ANNUAL REPORTS WITH AND PAY ANNUAL REPORT FILING FEES TO THE OFFICE OF THE SECRETARY OF STATE.
The General Assembly of North Carolina enacts:
Section 1.  G.S. 55, 55-1-28(b)(4), 55-5-02(c), 55-14-20(2), 55-15-08(c), 55-15-30(1), and 55-16-22 are repealed.
Section 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;
(3)	A foreign corporation's application for a certificate of withdrawal; 
	Designation of Principal Office Address; and
(5)	Corporation's Statement of Change of Principal Office.
If the Secretary of State so requires, use of these forms is mandatory."
Section 3.  G.S. 55-1-22(a) reads as rewritten:
"(a)	The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him 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
	Corporation's
Statement of Change of Principal Office		5.00
(23a)	Designation of Principal Office
Address	5.00
(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."
Section 4.  G.S. 55-1-40(17) reads as rewritten:
"(17)	'Principal office' means the office (in or out of this State) so designated in the articles of incorporation, the Designation of Principal Office Address form, or in any subsequent Corporation's Statement of Change of Principal Office Address form filed with the Secretary of State where the principal executive offices of a domestic or foreign corporation are located."
Section 5.  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 articles of incorporation, the Designation of Principal Office Address form, or any Corporation's Statement of Change of Principal Office Address form filed with the Secretary of State."
Section 6.  G.S. 55-2-02 reads as rewritten:
"(a)	The articles of incorporation must set forth:
(1)	A corporate name for the corporation that satisfies the requirements of G.S. 55-4-01;
(2)	The number of shares the corporation is authorized to issue and any other information required by G.S. 55-6-01;
(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; and
(5)	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."
Section 7.  Article 5 of Chapter 55 of the General Statutes is amended by adding a new section to read:
"§ 55-5-02.1.  Principal office address.
(a)	Any corporation that does not designate the street address and the mailing address, if different from the street address, of the corporation's principal office and the county of location in an annual report or its articles of incorporation shall file a Designation of Principal Office Address form with the Secretary of State that contains that information.
(b)	A corporation may change its principal office by delivering to the Secretary of State for filing a Corporation's Statement of Change of Principal Office Address form 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; and
(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."
Section 8.  G.S. 55-5-03(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."
Section 9.  G.S. 55-5-04(b) reads as rewritten:
"(b)	Whenever a corporation shall fail to appoint or maintain a registered agent in this State, or whenever its registered agent cannot with due diligence be found at the registered office, then the Secretary of State shall be an agent of such corporation upon whom any such process, notice or demand may be served.  Service on the Secretary of State of any such process, notice or demand shall be made by delivering to and leaving with him 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 such 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 shown in its most recent annual report, if applicable, the articles of incorporation, the Designation of Principal Office Address form, in any subsequent Corporation's Statement of Change of Principal Office Address form, 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."
Section 10.  G.S. 55-15-09(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."
Section 11.  G.S. 55-15-10(b) reads as rewritten:
"(b)	Whenever a foreign corporation authorized to transact business in this State shall fail to appoint or maintain a registered agent in this State, or whenever its registered agent cannot with due diligence be found at the registered office, or whenever its certificate of authority shall have been revoked under G.S. 55-15-31, then the Secretary of State shall be an agent of such corporation upon whom any such process, notice or demand may be served.  Service on the Secretary of State of any such process, notice or demand shall be made by delivering to and leaving with him 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 such 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 shown in its most recent annual report, if applicable, the articles of incorporation, the Designation of Principal Office Address form, in any subsequent Corporation's Statement of Change of Principal Office Address form, 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."
Section 12.  Effective July 1, 1998, G.S. 55-14-20, as amended by Section 1 of this act, reads as rewritten:
"§ 55-14-20.  Grounds for administrative dissolution.
The Secretary of State may commence a proceeding under G.S. 55-14-21 to dissolve administratively a corporation if:
(1)	The corporation does not pay within 60 days after they are due any penalties, fees, or other payments due under this Chapter;
(2)	The corporation does not deliver its annual report to the Secretary of State within 60 days after it is due;
(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; or
(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 13.  G.S. 55-16-01(e) reads as rewritten:
"(e)	A corporation shall keep a copy of the following records at its principal office:
(1)	Its articles or restated articles of incorporation and all amendments to them currently in effect.
(2)	Its bylaws or restated bylaws and all amendments to them currently in effect.
(3)	Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding.
(4)	The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years.
(5)	All written communications to shareholders generally within the past three years and the financial statements required to be made available to the shareholders for the past three years under G.S. 55-16-20.
(6)	A list of the names and business addresses of its current directors and officers.
	."
Section 14. Section 12 of this act becomes effective July 1, 1998, and applies to proceedings commenced on or after that date.  The remainder of this act becomes effective January 1, 1998.