GENERAL ASSEMBLY OF NORTH CAROLINA

SESSION 1997

S	6 

SENATE BILL 157*
Finance Committee Substitute Adopted 4/7/97
House Committee Substitute Favorable 5/14/97
House Committee Substitute #2 Favorable 5/28/97
House Committee Substitute #3 Favorable 7/3/97
Sixth Edition Engrossed 8/7/97

Short Title:  Corporate Amendments.	(Public)

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Sponsors:

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Referred to:  

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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 AMEND THE LAW GOVERNING DISSENTERS' RIGHTS PROCEDURES AND THE FILING OF DOCUMENTS BY LIMITED LIABILITY COMPANIES, TO ALLOW FACSIMILE SIGNATURES AND ADVISORY REVIEW OF DOCUMENTS BY THE SECRETARY OF STATE, AND TO CLARIFY CORRECTIONS PROCEDURES, LIMITED LIABILITY NAME AVAILABILITY, AND THE DEFINITION OF FOREIGN PROFESSIONAL CORPORATIONS AS RECOMMENDED BY THE GENERAL STATUTES COMMISSION AND OTHERS, AND TO AUTHORIZE THE CREATION OF SINGLE MEMBER LIMITED LIABILITY COMPANIES, TO ALLOW A PARENT CORPORATION TO BE MERGED INTO ITS SUBSIDIARY CORPORATION IN CERTAIN CIRCUMSTANCES, TO REMOVE THE REQUIREMENT THAT A PUBLIC CORPORATION MUST WAIT THIRTY DAYS BEFORE IT CAN FILE ITS ARTICLES OF MERGER WITH THE SECRETARY OF STATE, TO INCREASE THE FEES FOR THE FILING OF CERTAIN DOCUMENTS, AND TO PROVIDE THAT ANNUAL REPORTS OF MOST BUSINESS CORPORATIONS AND LIMITED LIABILITY COMPANIES SHALL BE FILED WITH THE DEPARTMENT OF REVENUE RATHER THAN THE SECRETARY OF STATE.
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(4)	Repealed by Session Laws 1995, c. 539, s. 6."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."
PART II.  AMENDMENT OF DISSENTERS' RIGHTS PROCEDURES.
Section 4.  G.S. 55-13-22(b) reads as rewritten:
	"(b)	The dissenters' notice must be sent no later than 10 days after shareholder approval, or if no shareholder approval is required, after the approval of the board of directors, of the corporate action creating dissenters' rights under G.S. 55-13-02, and must:
(1)	State where the payment demand must be sent and where and when certificates for certificated shares must be deposited;
(2)	Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;
(3)	Supply a form for demanding payment;
(4)	Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the subsection (a) notice is mailed; and 
(5)	Be accompanied by a copy of this Article."
Section 5.  G.S. 55-13-30 reads as rewritten:
"§ 55-13-30.  Court action.
(a)	If a demand for payment under G.S. 55-13-28 remains unsettled, the dissenter may commence a proceeding within 60 days after the date of his payment demand under G.S. 55-13-28 by filing a complaint with the Superior Court Division of the General Court of Justice to determine the fair value of the shares and accrued interest.  Upon service upon it of the petition filed with the court, the corporation shall pay to the dissenter the amount offered by the corporation under G.S. 55-13-25.
(a1)	If the dissenter does not commence the proceeding within the 60-day period, the dissenter shall have an additional 30 days to either (i) accept in writing the amount offered by the corporation under G.S. 55-13-25, upon which the corporation shall pay such amount to the dissenter in full satisfaction of his demand, or (ii) withdraw his demand for payment and resume the status of a nondissenting shareholder.  A dissenter who takes no action within such 30-day period shall be deemed to have withdrawn his dissent and demand for payment.
(b)	Reserved for future codification purposes.
(c)	The court shall have the discretion to make all dissenters (whether or not residents of this State) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the complaint.  Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d)	The jurisdiction of the superior court in which the proceeding is commenced under subsection (a) is plenary and exclusive.  The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value.  The appraisers have the powers described in the order appointing them, or in any amendment to it. The parties are entitled to the same discovery rights as parties in other civil proceedings.  The proceeding shall be tried as in other civil actions.  However, in a proceeding by a dissenter in a corporation that was a public corporation immediately prior to consummation of the corporate action giving rise to the right of dissent under G.S. 55-13-02, there is no right to a trial by jury.
(e)	Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the corporation."
Section 5.1. G.S. 55-13-30(a), as amended by Section 5 of this act, reads as rewritten:
"(a)	If a demand for payment under G.S. 55-13-28 remains unsettled, the dissenter may commence a proceeding within 60 days after the date of his payment demand under G.S. 55-13-28 by filing a complaint with the Superior Court Division of the General Court of Justice to determine the fair value of the shares and accrued interest.  Within 10 days after service upon it of complaint, the corporation shall pay to the dissenter the amount offered by the corporation under G.S. 55-13-25."
PART III.  ADVISORY REVIEW OF PRELIMINARY DRAFTS OF DOCUMENTS.
Section 6.  Article 1 of Chapter 55 of the General Statutes is amended by adding a new section to read:
"§ 55-1-22.2.  Advisory review of documents.
Upon request, the Secretary of State shall provide for the review of a document prior to its submission for filing to determine whether it satisfies the requirements of this Chapter.  Submission of a document for review shall be accompanied by the proper fee and shall be in accordance with procedures adopted by rule by the Secretary of State.  The advisory review shall be completed within 24 hours after submission, excluding weekends and holidays, unless the person submitting the document is otherwise notified in accordance with procedures adopted by rule by the Secretary of State fixing priority between submissions under this section and filings under G.S. 55-1-22.1.  Upon completion of the advisory review, the Secretary of State shall notify the person submitting the document of any deficiencies in the document that would prevent its filing."
Section 7.  Article 1 of Chapter 55A of the General Statutes is amended by adding a new section to read:
"§ 55A-1-22.2.  Advisory review of documents.
Upon request, the Secretary of State shall provide for the review of a document prior to its submission for filing to determine whether it satisfies the requirements of this Chapter.  Submission of a document for review shall be accompanied by the proper fee and shall be in accordance with procedures adopted by rule by the Secretary of State. The advisory review shall be completed within 24 hours after submission, excluding weekends and holidays, unless the person submitting the document is otherwise notified in accordance with procedures adopted by rule by the Secretary of State fixing priority between submissions under this section and filings under G.S. 55A-1-22.1.  Upon completion of the advisory review, the Secretary of State shall notify the person submitting the document of any deficiencies in the document that would prevent its filing."
Section 8.  Article 1 of Chapter 57C of the General Statutes is amended by adding a new section to read:
"§ 57C-1-22.2.  Advisory review of documents.
Upon request, the Secretary of State shall provide for the review of a document prior to its submission for filing to determine whether it satisfies the requirements of this Chapter.  Submission of a document for review shall be accompanied by the proper fee and shall be in accordance with procedures adopted by rule by the Secretary of State.  The advisory review shall be completed within 24 hours after submission, excluding weekends and holidays, unless the person submitting the document is otherwise notified in accordance with procedures adopted by rule by the Secretary of State fixing priority between submissions under this section and filings under G.S. 57C-1-22.1.  Upon completion of the advisory review, the Secretary of State shall notify the person submitting the document of any deficiencies in the document that would prevent its filing."
Section 9.  Article 5 of Chapter 59 of the General Statutes is amended by adding a new section to read:
"§ 59-206.2.  Advisory review of documents.
Upon request, the Secretary of State shall provide for the review of a document prior to its submission for filing to determine whether it satisfies the requirements of this Article.  Submission of a document for review shall be accompanied by the proper fee and shall be in accordance with procedures adopted by rule by the Secretary of State.  The advisory review shall be completed within 24 hours after submission, excluding weekends and holidays, unless the person submitting the document is otherwise notified in accordance with procedures adopted by rule by the Secretary of State fixing priority between submissions under this section and expedited filings as authorized by  G.S. 59-1106.  Upon completion of the advisory review, the Secretary of State shall notify the person submitting the document of any deficiencies in the document that would prevent its filing."
Section 10.  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 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		100.00
(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
(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
(27)	Advisory review of a document	200.00."
Section 11.  G.S. 55A-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 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		$100.00
(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)	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
(28)	Advisory review of a document	$200.00."
Section 12.  G.S. 57C-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 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
(16a)	Application for reinstatement following
administrative dissolution	100.00
(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
(23)	Articles of correction	10.00
(24)	Application for certificate of existence
or authorization	5.00
(25)	Annual report	200.00
(26)	Any other document required or permitted
to be filed by this Chapter		10.00
(27)	Advisory review of a document	200.00."
Section 13.  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 the 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
(12)	Advisory review of a document	200.00.
The Secretary of State shall not collect the fees allowed in subdivisions (10)	and (11) of this section unless the person submitting the document for filing requests an expedited filing and is informed by the Secretary of State of the fees prior to the filing of the document.  Upon receipt of a document in proper form and payment of the required filing fee, the Secretary of State shall guarantee the expedited filing of the document."
PART IV.  CLARIFICATION OF ARTICLES OF CORRECTION PROCEDURES.
Section 14.  G.S. 55-1-24(a) reads as rewritten:
"(a)	A domestic or foreign corporation may correct a document filed by the Secretary of State if the document (1) contains a statement that is incorrect and was incorrect when the document was filed or (2) was defectively executed, attested, sealed, verified, or acknowledged."
Section 15.  G.S. 55A-1-24(a) reads as rewritten:
"(a)	A domestic or foreign corporation may correct a document filed by the Secretary of State if the document (i) contains a statement that is incorrect and was incorrect when the document was filed or (ii) was defectively executed, attested, sealed, verified, or acknowledged."
Section 16.  G.S. 57C-1-24(a) reads as rewritten:
"(a)	A domestic or foreign limited liability company may correct a document filed by the Secretary of State if the document (i) contains a statement that is incorrect and was incorrect when the document was filed or (ii) was defectively executed, attested, sealed, verified, or acknowledged."
Section 17.  G.S. 59-206(a) is amended by adding a new subdivision to read:
"(2b)	A domestic or foreign limited partnership may correct a document filed by the Secretary of State if the document (i) contains a statement that is incorrect and was incorrect when the document was filed or (ii) was defectively executed, attested, sealed, verified, or acknowledged."
PART V.  RESTATEMENT OF LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION.
Section 18.  Article 2 of Chapter 57C of the General Statutes is amended by adding a new section to read:
"§ 57C-2-22.1.  Restated articles of organization.
(a)	A limited liability company may restate its articles of organization at any time with or without member action.
(b)	The restated articles of organization may include one or more amendments to the articles.  Unless otherwise provided in the articles of organization or a written operating agreement, any amendment requires the unanimous vote of the members.  The restated articles of organization may include a statement of the address of the current registered office and the name of the current registered agent of the limited liability company.
(c)	A limited liability company restating its articles of organization shall deliver to the Secretary of State for filing articles of restatement that:
(1)	Set forth the name of the limited liability company.
(2)	Attach as an exhibit thereto the text of the restated articles of organization.
(3)	State that the restated articles of organization do not contain an amendment or, if the articles do contain an amendment, that there is an amendment that was approved as required by this Chapter.
(d)	Duly adopted restated articles of organization supersede the original articles of organization and all amendments to them.
(e)	The Secretary of State may certify restated articles of organization as the articles of organization currently in effect, without including the other information required by subsection (c) of this section."
PART VI.  CANCELLATION OF ARTICLES OF DISSOLUTION OF LIMITED LIABILITY COMPANY.
Section 19.  Article 6 of Chapter 57C of the General Statutes is amended by adding a new section to read:
"§ 57C-6-06.1.  Cancellation of articles of dissolution.
After the filing of articles of dissolution by a limited liability company dissolved pursuant to G.S. 57C-6-01(4)	because of the happening of an event of withdrawal, the articles of dissolution may be cancelled if, within 90 days after the event of withdrawal, all remaining members agree in writing that the business of the limited liability company should be continued and the limited liability company files articles of cancellation with the Secretary of State.  The articles of cancellation shall set forth:
(1)	The name of the limited liability company;
(2)	The date of the event of withdrawal described in the articles of dissolution;
(3)	The date of filing of the company's articles of dissolution;
(4)	A statement that within 90 days after the event of withdrawal all remaining members have agreed in writing that the business of the limited liability company may be continued; and
(5)	Any other information the members or managers filing the articles of cancellation determine."
Section 20.  G.S. 57C-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 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)	Cancellation of articles 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
(25)	Annual report	200.00
(26)	Any other document required or permitted
	to be filed by this Chapter	10.00."
PART VII.  AVAILABILITY OF LIMITED LIABILITY COMPANY NAME.
Section 21.  G.S. 57C-2-30(f) reads as rewritten:
"(f)	The name of a limited liability company dissolved under Article 6 of this Chapter may not be used by another limited liability company, business corporation, nonprofit corporation, or limited partnership until:
(1)	In the case of a dissolution pursuant to G.S. 57C-6-01, the later of (i) the date of filing of articles of dissolution pursuant to G.S. 57C-6-06 or (ii) the expiration of the time within which articles of dissolution of the limited liability company may be canceled pursuant to G.S. 57C-6-06.1; or
(2)	In the case of an administrative dissolution pursuant to G.S. 57C-6-03, the expiration of the period within which the limited liability company may be reinstated pursuant to G.S. 57C-6-03, if the limited liability company's period of duration stated in its articles of organization or written operating agreement has not expired,
unless the dissolved limited liability company changes its name to a name distinguishable upon the records of the Secretary of State from the names of other limited liability companies, business corporations, nonprofit corporations, or limited partnerships organized or transacting business in this State."
PART VIII.  AUTHORIZATION OF FACSIMILE SIGNATURES FOR LIMITED PARTNERSHIP DOCUMENTS.
Section 22.  G.S. 59-204 is amended by adding a new subsection to read:
"( b1)	Any signature on any document authorized to be filed with the Secretary of State under any provision of this Article may be a facsimile."
PART IX.  MODIFICATION OF DEFINITION OF FOREIGN PROFESSIONAL CORPORATION.
Section 23.  G.S. 55B-16(b) reads as rewritten:
"(b)	For purposes of this section, 'foreign professional corporation' means a corporation for profit that:
(1)	Is incorporated under a law other than the law of this State;
(2)	Is incorporated for the sole and specific purpose of rendering professional services of the type that if rendered in this State would require the obtaining of a license from a licensing board pursuant to the statutory provisions referred to in G.S. 55B-2(6); and 
(3)	Has as its shareholders only individuals who:
a.	Qualify to hold shares of a corporation organized under this Chapter;
b.	Are licensed to provide professional services as defined in G.S. 55B-2(6) in a state in which the corporation is incorporated or is authorized to transact business, provided that such professional services are the same as the professional service rendered by the corporation; or
c.	Are nonlicensed employees of a corporation rendering services of the type defined in Chapters 83A, 89A, 89C, and 89E of the General Statutes, provided that all such nonlicensed employees own no more than one-third of the total issued and outstanding shares of such corporation in the aggregate."
PART X.  CORRECTION OF DELAYED EFFECTIVE DATE STATUTES FOR LIMITED PARTNERSHIP DOCUMENTS.
Section 24.  G.S. 59-201(b) reads as rewritten:
"(b)	Unless a delayed effective date is specified in the certificate of limited partnership, a limited partnership is formed at the effective time and date of the filing of the certificate of limited partnership in the office of the Secretary of State if there has been substantial compliance with the requirements of this section."
Section 25.  G.S. 59-203 reads as rewritten:
"§ 59-203. Cancellation of certificate.
A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time that there are no limited partners. A certificate of cancellation shall be filed in the office of the Secretary of State and set forth:
(1)	The name of the limited partnership;
(2)	The date of filing of its certificate of limited partnership;
(3)	The reason for filing the certificate of cancellation;
(4)	The effective date of cancellation if it is not to be effective upon the filing of the certificate; and
(5)	Any other information the partners filing the certificate determine."
PART XI.  REMOVAL OF "CONFORMING TO LAW" LANGUAGE IN REVISED UNIFORM LIMITED PARTNERSHIP ACT.
Section 26.  G.S. 59-206(a)(2) reads as rewritten:
"(2)	The original document so signed, together with the conformed copy, shall be delivered to the Secretary of State. If the Secretary finds that it satisfies the requirements of this Article, 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 the Secretary's office. The Secretary of State shall thereupon immediately compare the copy with the original and if the Secretary finds that they are identical the Secretary 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 the Secretary's 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."
Section 27.  G.S. 59-903(a) reads as rewritten:
"(a)	If the Secretary of State finds that an application satisfies the requirements of this Article, the Secretary shall, when all requisite fees have been tendered as in this Article prescribed:
(1)	Endorse on the application the word 'filed', and the hour, day, month and year of the filing thereof;
(2)	File in the office the application;
(3)	Issue a certificate of authority to transact business in this State to which the Secretary shall affix the conformed copy of the application; and
(4)	Send to the foreign limited partnership or its representative the certificate of authority, together with the conformed copy of the application affixed thereto."
PART XII.  SINGLE MEMBER LIMITED LIABILITY COMPANIES.
Section 28.  G.S. 57C-2-20(a) reads as rewritten:
"(a)	One or more persons may organize a limited liability company by delivering executed articles of organization to the Secretary of State for filing."
PART XIII.  CORPORATE MERGERS.
Section 29.  G.S. 55-11-04 reads as rewritten:
"§ 55-11-04.  Merger with subsidiary.
(a)	Subject to Article 9, a parent corporation owning at least 90 percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.  Subject to Article 9, a parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge itself into the subsidiary without approval of the shareholders of the subsidiary if the merger is approved by the directors and shareholders of the parent corporation in accordance with G.S. 55-11-01 and G.S. 55-11-03.
(b)	The board of directors of the parent shall adopt a plan of merger that sets forth:
(1)	The names of the parent and subsidiary; and
(2)	The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whole or part.
(c)	The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.
(d)	The parent may not deliver articles of merger to the Secretary of State for filing until at least 30 days after the date it mailed a copy or summary of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.  This subsection does not apply to a merger in which the subsidiary was a public corporation before becoming a subsidiary qualifying for a merger under this section and is still a public corporation on the effective date of the merger.
(e)	Articles of merger under this section may not contain amendments to the articles of incorporation of the surviving corporation (except for amendments enumerated in G.S. 55-10-02).
(f)	The provisions of G.S. 55-13-02(c) do not apply to subsidiary corporations that are parties to mergers consummated under this section."
PART XIV.  CORPORATE ANNUAL REPORTS TO BE FILED WITH THE DEPARTMENT OF REVENUE.
Section 30.1.  G.S. 55-16-22 reads as rewritten: 
"§ 55-16-22.  Annual report.
(a)	Except as provided in subsections (a1) and (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 Revenue.
(a1)	Each insurance company subject to the provisions of Chapter 58 of the General Statutes shall deliver an annual report to the Secretary of State.
(a2)	A domestic corporation governed by Chapter 55B of the General Statutes is exempt from this section.
(a3)	The annual report required by this section shall be in a form jointly prescribed by the Secretary of Revenue and the Secretary of State.  The Secretary of Revenue shall provide the form needed to file an annual report.  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, 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)	An annual report required to be delivered to the Secretary of Revenue is due by the due date for filing the corporation's income and franchise tax returns.  An extension of time to file a return is an extension of time to file an annual report.  An annual report required to be delivered to the Secretary of State is due by the fifteenth day of the third month following the close of the corporation's fiscal year.
(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 within 120 days of the date the return is due, the Secretary of State may presume that the annual report is delinquent.  This presumption may be rebutted by receipt of the annual report from the Secretary of Revenue or by evidence of delivery presented by the filing corporation."
Section 30.2.  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 30.3.  G.S. 55-1-28(b)(4) reads as rewritten:
"(4)	That its most recent annual report required by G.S. 55-16-22 either has been delivered to the Secretary of State or is not delinquent;".
Section 30.4.  G.S. 55-14-20(2) reads as rewritten:
"(2)	The corporation is delinquent in delivering its annual report;".
Section 30.5.  G.S. 55-15-30(a)(1) reads as rewritten:
"(1)	The foreign corporation is delinquent in delivering its annual report;".
Section 30.6.  G.S. 55-16-01(e)(7) reads as rewritten:
"(7)	Its most recent annual report delivered as required by G.S. 55-16-22."
Section 30.7.  G.S. 57C-2-23 reads as rewritten:
"§ 57C-2-23.  Annual report for Secretary of State.
(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 State for filing an annual report, in a form jointly prescribed by the Secretary of Revenue and Secretary of State, 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.  The Secretary of State shall make available the form required to file an annual report.
(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 State by the fifteenth day of the fourth month following the close of the limited liability company's fiscal year.
(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."
Section 30.8.  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 30.9.  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 to inspection taxes levied under Article 3 of Chapter 119 of the General Statutes."
Section 30.10.  Article 9 of Chapter 105 of the General Statutes is amended by adding a new section to read:
"§ 105-256.1.  Corporate annual report.
A corporation that files its annual report with the Secretary must pay the amount provided in G.S. 55-1-22 when it files the report.  Amounts collected under this section shall be credited to the General Fund as tax revenue.  The Secretary must transmit an annual report filed with the Secretary in accordance with G.S. 55-16-22 to the Secretary of State."
Section 30.11.  G.S. 105-259 reads as rewritten:
"§ 105-259.  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 (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 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.
(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 30.12. G.S. 55-1-22(a)(23) is repealed.
Section 30.13. G.S. 105-256.1, as enacted by this act, reads as rewritten:
"§ 105-256.1.  Corporate annual report.
The Secretary must transmit an annual report filed with the Secretary in accordance with G.S. 55-16-22 to the Secretary of State."
Section 30.14.  Section 30.11 of this act becomes effective September 1, 1997.  Sections 30.12 and 30.13 of this act become effective July 1, 1999.  The remainder of this Part becomes effective January 1, 1998, and applies to tax years ending on or after December 31, 1997, in the case of corporations required to file annual reports with the Secretary of Revenue and to fiscal years ending on or after December 31, 1997, in the case of corporations and limited liability companies required to file annual reports with the Secretary of State.
Annual reports delivered to either the Secretary of State or the Secretary of Revenue 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 reports erroneously filed with the Secretary of State, and the Secretary of Revenue shall notify the Secretary of State of reports erroneously filed with the Secretary of Revenue.
PART XV.  EFFECTIVE DATES.
Section 31.  Section 1 of this act becomes effective July 1, 1998. Sections 2 and 3 of this act become effective July 1, 1997. Sections 14 through 17, 23, 26, 27, and 31 of this act are effective when the act becomes law.  The amendments to G.S. 55-1-22(a)(16) and G.S. 55A-1-22(a)(17), made by Sections 10 and 11 of this act, become effective September 1, 1997.  G.S. 57C-1-22(a)(16a), as enacted by Section 12 of this act, becomes effective September 1, 1997.  The amendment to G.S. 55-1-22(a)(23), made by Section 10 of this act, becomes effective January 1, 1998, and applies to tax years ending on or after December 31, 1997.  Except as otherwise provided, the remainder of this act becomes effective October 1, 1997. Section 4 of this act applies to dissenters' rights created pursuant to G.S. 55-13-02 on or after October 1, 1997. Section 5 of this act applies to proceedings commenced on or after October 1, 1997. Section 5.1 of this act applies to proceedings commenced on or after October 1, 1997, by dissenters to corporate actions that occurred before October 1, 1997. Sections 6 through 13 of this act apply to requests for review of documents on or after that date.