GENERAL ASSEMBLY OF NORTH CAROLINA
SESSION 2001

HOUSE BILL 385
RATIFIED BILL

AN ACT TO CONSOLIDATE IN ONE PLACE IN THE GENERAL STATUTES VARIOUS BUSINESS ASSOCIATION PROVISIONS TO AVOID UNNECESSARY REPETITION, AS RECOMMENDED BY THE GENERAL STATUTES COMMISSION.

The General Assembly of North Carolina enacts:

PART I. CONSOLIDATION OF FILING REQUIREMENTS.

SECTION 1.  The General Statutes are amended by adding a new Chapter to read:
"Chapter 55D.
"Filings for
Corporations, Nonprofit Corporations, Limited Liability Companies,
Limited Partnerships, and Limited Liability Partnerships.
"Article 1.
"General Provisions.
"§ 55D-1.  Applicable definitions.
The following definitions apply in this Chapter:
(1)	'Corporation' or 'domestic corporation' is defined in G.S. 55-1-40(4).
(2)	'Deliver' is defined in G.S. 55-1-40(5).
(3)	'Entity' is defined in G.S. 55-1-40(9).
(4)	'Foreign corporation' is defined in G.S. 55-1-40(10).
(5)	'Foreign limited liability company' is defined in G.S. 57C-1-03(8).
(6)	'Foreign limited liability partnership' is defined in G.S. 59-32(4a).
(7)	'Foreign limited partnership' is defined in G.S. 59-102(5).
(8)	'Foreign nonprofit corporation' means a foreign corporation as defined in G.S. 55A-1-40(11).
(9)	'Individual' is defined in G.S. 55-1-40(13).
(10)	'Limited liability company' or 'domestic limited liability company' is defined in G.S. 57C-1-03(11).
(11)	'Limited liability partnership' or 'registered limited liability partnership' means a registered limited liability partnership as defined in G.S. 59-32(7).
(12)	'Limited partnership' or 'domestic limited partnership' is defined in G.S. 59-102(8).
(13)	'Nonprofit corporation' or 'domestic nonprofit corporation' means a corporation as defined in G.S. 55A-1-40(5).
(14)	'Person' is defined in G.S. 55-1-40(16).
"§§ 55D‑2 through 55D‑4:  Reserved.
"§ 55D-5.  Rule-making authority.
The Secretary of State may adopt rules to implement the Secretary of State's responsibilities under this Chapter."
SECTION 2.  Chapter 55D of the General Statutes, as enacted by this act, is amended by adding a new Article to read:
"Article 2.
"Submission of Documents to the Secretary of State for Filing."
SECTION 3.(a)  G.S. 55‑1‑20(a) through (e) and (g) through (i) are recodified as G.S. 55D‑10 in Article 2 of Chapter 55D of the General Statutes, as enacted by this act.  The section title of G.S. 55D‑10, as enacted by this section, is "Filing requirements."
SECTION 3.(b)  G.S. 55‑1‑22.1, 55‑1‑22.2, 55‑1‑23, 55‑1‑24, 55‑1‑25, 55‑1‑26, 55‑1‑27, and 55‑1‑29 are recodified as G.S. 55D‑11, 55D‑12, 55D‑13, 55D‑14, 55D‑15, 55D‑16, 55D‑17, and 55D‑18, respectively, in Article 2 of Chapter 55D of the General Statutes.
SECTION 4.  Article 2 of Chapter 55D of the General Statutes, as enacted by Section 2 and amended by Section 3 of this act, reads as rewritten:
"Article 2.
"Submission of Documents to the Secretary of State for Filing.
"§ 55D‑10. Filing requirements.
(a)	To be entitled to filing by the Secretary of State under  Chapter 55, 55A, 55B, 57C, or 59 of the General Statutes, a document must satisfy the requirements of this section, and of any other section of the General Statutes that adds to or varies these requirements.
(b)	The document must meet all of the following requirements:
(1)	The document must be one that is required or permitted by  Chapter 55, 55A, 55B, 57C, or 59 of the General Statutes to be filed in the office of the Secretary of State.
	(2)	The document must contain the information required by Chapter 55, 55A, 55B, 57C, or 59 of the General Statutes for that document. It may contain other information as well.
	(3)	The document must be  typewritten, printed, or in an electronic form acceptable to the Secretary of State.
	(4)	The document must be in the English language. A  name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign  corporations, foreign nonprofit corporations, foreign limited liability companies, and foreign limited liability partnerships  need not be in English if accompanied by a reasonably authenticated English translation.
(5)	A document submitted by an entity must be executed by a person authorized to execute documents (i) under G.S. 55-1-20 if the entity is a domestic or foreign corporation, (ii) under G.S. 55A-1-20 if the entity is a domestic or foreign nonprofit corporation, (iii) under G.S. 57C-1-20 if the entity is a domestic or foreign limited liability company, (iv) under G.S. 59-204 if the entity is a domestic or foreign limited partnership, or (v) under G.S. 59-35.1 if the entity is any other partnership as defined in G.S. 59-36 whether or not formed under the laws of the State.
	(6)	The person executing the document  must sign it and state beneath or opposite  the person's signature, the person's name, and the capacity in which  the person signs. Any signature on the document may be a facsimile or an electronic signature in a form acceptable to the Secretary of State. The document may but need not 			 contain a seal, attestation, acknowledgment, verification, or proof. 
	(7)	If the Secretary of State has prescribed a mandatory form for the  document, the document must be in or on the prescribed form.
	(8)	The document must be delivered to the office of the Secretary of State for filing and must be accompanied by the applicable fees.
"§ 55D‑11. Expedited filings.
A person submitting a document for filing may request an expedited filing only at the time the document is submitted. The Secretary of State shall guarantee the expedited filing of  the document if the document is in proper form and accompanied by all applicable fees, including the following fee:(1)	Two hundred dollars ($200.00) for the filing by the end of the same business day of a document received by 12:00 noon; or(2)	One hundred dollars ($100.00) for the filing of a document within 24 hours after receipt, excluding weekends and holidays.
The Secretary of State shall not collect the fees allowed in this section unless the person submitting the document for filing is informed by the Secretary of State of the fees prior to the filing of the document. 
"§ 55D‑12.  Advisory review of documents.
Upon request, the Secretary of State shall review  a document prior to its submission for filing to determine whether it satisfies  applicable filing requirements. Submission of a document for review shall be accompanied by  a fee of two hundred dollars ($200.00) 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. 55D-11. 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. 
"§ 55D‑13.  Effective time and date of document.
(a)	Except as provided in subsection (b) of this section and in G.S. 55D-14, a document accepted for filing is effective:
(1)	At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the filed document; or
(2)	At the time specified in the document as its effective time on the date it is filed.
(b)	A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at 11:59:59 p.m. on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed.
(c)	Except as provided in G.S. 55‑2‑03(b), 55A-2-03(b), and 57C-2-20(b), the fact that a document has become effective under this section does not determine its validity or invalidity or the correctness or incorrectness of the information contained in the document. 
"§ 55D‑14.  Correcting filed document.
(a)	A  person on whose behalf a document was filed in the Office of the Secretary of State may correct that document if it (i) contains a statement that is incorrect and was incorrect when  filed or (ii) was defectively executed, attested, sealed, verified, or acknowledged.
(b)	A document is  corrected by delivering to the Secretary of State for filing articles of correction that do all of the following:
(1)	Describe the document (including its filing date) or  have attached to them a copy of the document.
(2)	Specify the incorrect statement and the reason it is incorrect or the  nature of the defect.(3)	 Correct the incorrect statement or defect.	
(c)	Articles of correction are effective as of the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
"§ 55D‑15.  Filing duty of Secretary of State.
(a)	If a document delivered to the office of the Secretary of State for filing satisfies the requirements of this Chapter and of Chapter 55, 55A, 55B, 57C, or 59 of the General Statutes, the Secretary of State shall file it. Documents filed with the Secretary of State under 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 law, by photographic, microfilm, optical disk media, or other means of reproduction, and may destroy the originals of those documents reproduced.
(b)	The Secretary of State files a document by endorsing "Filed", together with the Secretary's name and official title and the date and time of filing, on the document. After filing a document, the Secretary of State shall deliver a document copy to the  person submitting the document for filing and as provided in G.S. 55-5-03, 55-15-09, 55A-5-03, 55A-15-09, 57C-2-42, and 57C-7-09.(c)	If the Secretary of State refuses to file a document, the Secretary shall return it to the person submitting the document for filing within five days after the document was received, together with a  written statement of the date of the refusal and a brief explanation of the reason for refusal. The Secretary of State may correct apparent errors and omissions on a document submitted for filing if authorized to make the corrections by the person submitting the document for filing. (d)	The Secretary of State's duty is to review and file documents that satisfy the requirements of this  Chapter and of Chapter 55, 55A, 55B, 57C, or 59 of the General Statutes. The Secretary of State's filing or refusing to file a document does  not do any of the following:
(1)	Except as provided in G.S. 55‑2‑03(b), 55A-2-03(b), or 57C-2-20(b), affect the validity or invalidity of the document in whole or part.
(2)	Relate to the correctness or incorrectness of information contained in the  document.(3)	Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
"§ 55D‑16.  Appeal from Secretary of State's refusal to file document.
(a)	If the Secretary of State refuses to file a document delivered to  the Secretary of State's office for filing, the person on whose behalf the document was submitted for filing may, within 30 days after  the date of the refusal, appeal the refusal to the Superior Court of Wake County. The appeal is commenced by filing a petition with the court and with the Secretary of State requesting the court to compel the Secretary of State to file the document. The petition must have attached to it the document to be filed and the Secretary of State's explanation for  the refusal to file. No service of process on the Secretary of State is required except for the filing of the petition as set forth in this subsection. The appeal to the superior court is not governed by Chapter 150B of the General Statutes, the Administrative Procedure Act, and shall be determined by a judge of the superior court upon such further notice and opportunity to be heard, if any, as the court may deem appropriate under the circumstances.
(b)	Upon consideration of the petition and any response made by the Secretary of State, the court may, prior to entering final judgment, order the Secretary of State to file the document or take other action the court considers appropriate.
(c)	The court's final decision may be appealed as in other civil proceedings.
"§ 55D‑17.  Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State's signature and the seal of office (both of which may be in facsimile or in any electronic form approved by the Secretary of State) and certifying that the copy is a true copy of the document, is conclusive evidence that the original document is on file with the Secretary of State. A photographic, microfilm, optical disk media, or other reproduced copy of a document filed  under this Chapter, Chapter 55, 55A, 55B, 57C, or 59 of the General Statutes, or any predecessor law, when certified by the Secretary, shall be considered an original for all purposes and is admissible in evidence in like manner as an original.
"§ 55D‑18.  Penalty for signing false document.
(a)	A person commits an offense if  the person signs a document  the person  knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing.
(b)	An offense under this section is a Class 1 misdemeanor."

PART II. MISCELLANEOUS AND CONFORMING AMENDMENTS.

SECTION 5.(a)  G.S. 55‑1‑40(9) reads as rewritten:
"(9)	"Entity" includes (without limiting the meaning of such term in Article  9 of this Chapter):
a.	Any domestic or foreign:
1.	Corporation; nonprofit corporation; professional corporation;
2.	Limited  liability company;
3.	Profit  and nonprofit unincorporated association; and
4.	Business  trust, estate, partnership,  trust;
b.	Two  or more persons having a joint or common economic interest; and
c.	The United States, and any state and foreign government."
SECTION 5.(b)  G.S. 55A‑1‑40(10) reads as rewritten:
"(10)	"Entity"  includes:
a.	Any domestic or foreign:
1.	Corporation; business corporation; professional corporation;
2.	Limited  liability company;
3.	Profit  and nonprofit unincorporated association, chapter or other organizational unit; and
4.	Business  trust, estate, partnership,  trust;
b.	Two  or more persons having a joint or common economic interest; and
c.	The United States, and any state and foreign government."
SECTION 5A.(a)  G.S. 55‑14‑23(b) reads as rewritten:
"(b)	The corporation may appeal the denial of reinstatement to the Superior Court of Wake County within 30 days after service of the notice of denial is perfected. The appeal is commenced by filing a petition with the court and with the Secretary of State requesting the court to set aside the dissolution. The petition shall have attached to it copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial. No service of process on the Secretary of State is required except for the filing of the petition as set forth in this subsection. The appeal to the superior court shall be determined by a judge of the superior court upon such further evidence, notice and opportunity to be heard, if any, as the court may deem appropriate under the circumstances. The corporation shall have the burden of establishing that it is entitled to reinstatement."
SECTION 5A.(b)  G.S. 55‑15‑32(a) reads as rewritten:
"(a)	A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Wake County within 30 days after the certificate of revocation is mailed to the foreign corporation by the Secretary of State. The appeal is commenced by filing a petition with the court and with the Secretary of State requesting the court to set aside the revocation. The petition shall have attached to it copies of the corporation's certificate of authority and the Secretary of State's certificate of revocation. No service of process on the Secretary of State is required except for the filing of the petition as set forth in this subsection. The appeal to the superior court shall be determined by a judge of the superior court upon such further evidence, notice and opportunity to be heard, if any, as the court may deem appropriate under the circumstances. The foreign corporation shall have the burden of establishing that it is entitled to have the revocation set aside."
SECTION 5A.(c)  G.S. 55A‑14‑23(b) reads as rewritten:
"(b)	The corporation may appeal the denial of reinstatement to the Superior Court of Wake County within 30 days after service of the notice of denial is perfected. The appeal is commenced by filing a petition with the court and with the Secretary of State requesting the court to set aside the dissolution. The petition shall have attached to it copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial. No service of process on the Secretary of State is required except for the filing of the petition as set forth in this subsection. The appeal to the superior court shall be determined by a judge of the superior court upon such further evidence, notice, and opportunity to be heard, if any, as the court may deem appropriate under the circumstances. The corporation shall have the burden of establishing that it is entitled to reinstatement."
SECTION 5A.(d)  G.S. 55A‑15‑32(a) reads as rewritten:
"(a)	A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Wake County within 30 days after service of the certificate of revocation is mailed. The appeal is commenced by filing a petition with the court and with the Secretary of State requesting the court to set aside the revocation. The petition shall have attached to it copies of the corporation's certificate of authority and the Secretary of State's certificate of revocation. No service of process on the Secretary of State is required except for the filing of the petition as set forth in this subsection. The appeal to the superior court shall be determined by a judge of the superior court upon such further evidence, notice, and opportunity to be heard, if any, as the court may deem appropriate under the circumstances. The foreign corporation shall have the burden of establishing that it is entitled to have the revocation set aside."
SECTION 6.(a)  G.S. 55‑1‑20, as amended by Section 3 of this act, reads as rewritten:
"§ 55‑1‑20.  Filing requirements.
				(a)	A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes.
(b)	A document submitted on behalf of a domestic or foreign corporation must be executed:
(1)	By the chair of its board of directors, by its president, or by another of its officers;
(2)	If directors have not been selected or the corporation has not been formed, by an incorporator; or
(3)	If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary."
SECTION 6.(b)  G.S. 55‑1‑22(a)(27) is repealed.
SECTION 6.(c)  G.S. 55‑8‑7(a) reads as rewritten:
"(a)	A director may resign at any time by communicating his resignation to the board of directors, its chair, or the corporation."
SECTION 7.(a)  G.S. 55A‑1‑20 reads as rewritten:
"§ 55A‑1‑20.  Filing requirements.
																
(a)	A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes.
(b)	A document submitted on behalf of a domestic or foreign corporation must be executed:
(1)	By the presiding officer of its board of directors, by its president, or by another of its officers;
(2)	If directors have not been selected or the corporation has not been formed, by an incorporator; or
(3)	If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary."
SECTION 7.(b)  G.S. 55A‑1‑22.1, 55A‑1‑22.2, 55A‑1‑23, 55A‑1‑24, 55A‑1‑25, 55A‑1‑26, 55A‑1‑27, and 55A‑1‑29 are repealed.
SECTION 7.(c)  G.S. 55A‑1‑22(a)(28) is repealed.
SECTION 8.(a)  G.S. 57C‑1‑20 reads as rewritten:
"§ 57C‑1‑20.  Filing requirements.
														
(a)	A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes.
(b)	A document submitted on behalf of a domestic or foreign limited liability company must be executed:
(1)	By a manager of the limited liability company;
(2)	If the limited liability company has not been formed or if no initial members of the limited liability company have been identified in the manner provided in this Chapter, by an organizer; or
(3)	If the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary."
SECTION 8.(b)  G.S. 57C‑1‑22.1, 57C‑1‑22.2, 57C‑1‑23, 57C‑1‑24, 57C‑1‑25, 57C‑1‑26, 57C‑1‑27, and 57C‑1‑29 are repealed.
SECTION 8.(c)  G.S. 57C‑1‑22(a)(27) is repealed.
SECTION 9.  G.S. 59‑73.7 is recodified as G.S. 59‑35.1 and reads as rewritten:
"§ 59-35.1.  Filing of documents.
(a)							
A document required or permitted by this act to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes.
			(b)	A document submitted under this act for filing by the Secretary of State must be executed by a general partner of the partnership.
(c)	The Secretary of State shall collect the following fees when the documents described in this subsection are submitted by a partnership to the Secretary of State for filing:
Document	Fee
Articles of Merger	$50.00
Articles of Correction	$10.00
Whenever the Secretary of State is deemed appointed as registered agent under this act or under Chapter 55D of the General Statutes, the Secretary of State shall collect a fee of ten dollars ($10.00) each time process is served on the Secretary of State. The party to the proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
The Secretary of State shall collect the following fees for copying, comparing, and certifying a copy of a document filed by a partnership pursuant to this Part:
(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)	Whenever title to real property in this State held by a partnership is vested by operation of law in another entity upon merger, consolidation, or conversion of the partnership, a certificate reciting the merger, consolidation, or conversion shall be recorded in the office of the register of deeds of the county where the property is located, or if the property is located in more than one county, then in each county where any portion of the property is located.
The Secretary of State shall adopt uniform certificates to be furnished for registration in accordance with this subsection. In the case of a partnership formed under a law other than the laws of this State, a similar certificate by any competent authority of the jurisdiction of organization may be registered in accordance with this subsection.
The certificate required by this subsection  must be recorded by the register of deeds in the same manner as deeds, and for the same fees, but no formalities as to acknowledgment, probate, or approval by any other officer shall be required. The former name of the partnership holding title to the real property before the merger, consolidation, or conversion shall appear in the "Grantor" index and the name of the other entity holding title to the real property by virtue of the merger, consolidation, or conversion shall appear in the "Grantee" index."
SECTION 10.(a)  G.S. 59‑73.6(b) reads as rewritten:
"(b)	If the surviving business entity is not a domestic limited liability company, a domestic corporation, a domestic nonprofit corporation, or a domestic limited partnership when the merger takes effect, the surviving business entity is deemed:
(1)	To agree that it may be served with process in this State in any proceeding for enforcement of (i) any obligation of any merging domestic limited liability company, domestic corporation, domestic nonprofit corporation, domestic limited partnership, or other partnership as defined in G.S. 59‑36 that is formed under the laws of this State, (ii) the rights of dissenting shareholders of any merging domestic corporation under Article 13 of Chapter 55 of the General Statutes, and (iii) any obligation of the surviving business entity arising from the merger; and
(2)	To have appointed the Secretary of State as its registered agent for service of process in any such proceeding. Service on the Secretary of State of any such process shall be made by delivering to and leaving with the Secretary of State or with any clerk authorized by the Secretary of State to accept service of process, duplicate copies of such process and the fees required by G.S. 59-35.1(c). Upon receipt of service of process on behalf of a surviving business entity in the manner provided for in this section, the Secretary of State shall immediately mail a copy of the process by registered or certified mail, return receipt requested, to the surviving business entity. If the surviving business entity is authorized to transact business or conduct affairs in this State, the address for mailing shall be its principal office designated in the latest document filed with the Secretary of State that is authorized by law to designate the principal office or, if there is no principal office on file, its registered office. If the surviving business is not authorized to transact business or conduct affairs in this State, the address for mailing shall be the mailing address designated pursuant to subdivision (3) of subsection (d) of this section."
SECTION 10.(b)  G.S. 59‑204(a) reads as rewritten:
"(a)	Each certificate required by this Article to be filed in the office of the Secretary of State shall be executed in the following manner:
(1)	An original certificate of limited partnership must be signed by all general partners;
(2)	A certificate of amendment must be signed by at least one general partner and by each other partner designated in the certificate as a new general partner; and
(3)	A certificate of cancellation must be signed by all general partners.
Any other document submitted by a domestic or foreign limited partnership for filing pursuant to this or any other Chapter must be signed by at least one general partner."
SECTION 10.(c)  G.S. 59‑204(b1) is repealed.
SECTION 10.(d)  G.S. 59‑206 reads as rewritten: "§ 59‑206.  Filing requirements.
(a)	A document required or permitted by this Article to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes. Whenever the provisions of this Article require any document relating to a limited partnership to be executed and filed in accordance with this Article, unless otherwise specifically stated in this Article:
				
(3a)	Whenever the name of any domestic or foreign limited partnership holding title to real property in this State is changed upon amendment to the certificate of limited partnership, or whenever title to its real property is vested by operation of law in another entity upon merger, consolidation, or conversion of the domestic or foreign limited partnership, a certificate reciting the name change, merger, consolidation, or conversion shall be recorded in the office of the register of deeds of the county where the property lies, or if the property is located in more than one county, then in each county where any portion of the property lies.
(4)	The Secretary of State shall adopt uniform certificates to be furnished for registration in accordance with this section. In the case of a foreign limited partnership, a similar certificate by any competent authority of the jurisdiction under which the limited partnership is organized may be registered in accordance with this section.
(5)	The certificate required by subdivision (3a) of this subsection shall be recorded by the register of deeds in the same manner as deeds, and for the same fees, but no formalities as to acknowledgement, probate, or approval by any other officer shall be required. The former name of the domestic or foreign limited partnership holding title to the real property before the name change, merger, consolidation, or conversion shall appear in the "Grantor" index, and the new name of the domestic or foreign limited partnership or the name of the other entity holding title to the real property by virtue of the merger, consolidation, or conversion, as applicable, shall appear in the "Grantee" index.
							"
SECTION 10.(e)  G.S. 59‑206.1 and G.S. 59‑206.2 are repealed.
SECTION 10.(f)  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  specifically
	provided for	10.00
												"
SECTION 11.  G.S. 55B‑3 reads as rewritten:
"§ 55B‑3.  North Carolina Business Corporation Act applicable; other applicable law.
(a)	Chapter 55 of the General Statutes, the  North Carolina Business Corporation Act, applies to professional corporations, including their organization, and professional corporations shall enjoy the powers and privileges and shall be subject to the duties, restrictions and liabilities of other corporations, except insofar as the same may be limited or enlarged by this Chapter. If any provision of this Chapter conflicts with the provisions of Chapter 55 of the General Statutes, the North Carolina Business Corporation Act, the provisions of this Chapter shall prevail.
(b)	A document required or permitted by this Chapter to be filed by the Secretary of State shall be filed under Chapter 55D of the General Statutes, Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, Limited Liability Companies, Limited Partnerships, and Limited Liability Partnerships."

PART III. CONSOLIDATION OF PROVISIONS RELATING TO NAMES.

SECTION 12.  The title of Chapter 55D of the General Statutes, as enacted in Section 1 of this act, reads as rewritten:
"Chapter 55D.
Filings and Names for
Corporations, Nonprofit Corporations, Limited Liability Companies,
Limited Partnerships, and Limited Liability Partnerships."
SECTION 13.  Chapter 55D of the General Statutes, as enacted by Section 1 and amended by Sections 2 through 4 and Section 12 of this act, is amended by adding a new Article to read:
"Article 3.
"Names."
SECTION 14.(a)  G.S. 55‑4‑01(a), (e), and (f) are recodified as G.S. 55D‑20(a), (c), and (d), respectively, in Article 3 of Chapter 55D of the General Statutes. The catch line of G.S. 55D‑20, as enacted by this section, is "Name requirements." G.S. 55‑4‑01(b), (c), and (g) are recodified as G.S. 55D‑21(b), (c), and (d), respectively, in Article 3 of Chapter 55D of the General Statutes. The catch line of G.S. 55D‑21, as enacted by this section, is "Entity names on the records of the Secretary of State; availability."
SECTION 14.(b)  G.S. 55‑4‑02, 55‑4‑03, 55‑4‑04, and 55‑4‑05 are recodified as G.S. 55D‑23, 55D‑24, 55D‑25, 55D‑26, and 55D‑27, respectively, in Article 3 of Chapter 55D of the General Statutes.
SECTION 15.  Article 3 of Chapter 55D of the General Statutes, as enacted by Section 13 and amended by Section 14 of this act, reads as rewritten:
"Article 3.
"Names.
"§ 55D‑20.  Name requirements.
(a)	In addition to the requirements of any other applicable section of the General Statutes:
(1)	The name of the corporation must 
	contain the word 'corporation', 'incorporated', 'company', or 'limited', or the abbreviation 'corp.', 'inc.', 'co.', or 	 ltd.'.
(2)	The name of a limited liability company must contain the words 'limited liability company' or the abbreviation 'L.L.C.' or 'LLC', or the combination 'ltd. liability co.', 'limited liability co.', or 'ltd. liability company'.
(3)	The name of a limited partnership:
a.	Must contain the words 'limited partnership', the abbreviation 'L.P.' or 'LP', or the combination 'ltd. partnership'; and
b.	Shall not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership has been carried on under that name before the admission of that limited partner.
(4)	A registered limited liability partnership's name must contain the words 'registered limited liability partnership' or 'limited liability partnership' or the abbreviation 'L.L.P.', 'R.L.L.P.', 'LLP' or 'RLLP' as the last words or letters of its name.
(b)	The name of a corporation, nonprofit corporation, or limited liability company shall not contain language stating or implying that the entity is organized for a purpose other than that permitted by G.S. 55-3-01, 55A-3-01, or 57C-2-01 and by its articles of incorporation or organization.
(c)	The use of assumed names or fictitious names, as provided for in Chapter 66, is not affected by this Chapter or by Chapter 55, 55A, 57C, or 59 of the General Statutes.
(d)	The filing of any document, the reservation or registration of any name under this Chapter or under Chapter 55, 55A, 55B, 57C, or 59 of the General Statutes, or the issuance of a certificate of authority to transact business or conduct affairs or a statement or foreign registration does not authorize the use in this State of a name in violation of the rights of any third party under the federal trademark act, the trademark act of this State, or other statutory or common law, and is not a defense to an action for violation of any those rights.
"§ 55D‑21.  Entity names on the records of the Secretary of State; availability.
(a)	The following entities are subject to this section:
(1)	Domestic corporations, nonprofit corporations, limited liability companies, limited partnerships, and registered limited liability partnerships.
(2)	Foreign corporations, foreign nonprofit corporations, foreign limited liability companies, and foreign limited partnerships applying for or maintaining a certificate of authority to transact business or conduct affairs in this State.
(3)	Foreign limited liability partnerships applying for or maintaining a statement of foreign registration.
(b)	Except as authorized by subsection (c) of this section, the name of an entity subject to this section, including a fictitious name for a foreign entity, must be distinguishable upon the records of the Secretary of State from:
(1)	The name of adomestic corporation, nonprofit corporation, limited liability company, limited partnership, or registered limited liability partnership, or of a foreign corporation, foreign nonprofit corporation, foreign limited liability company, or foreign limited partnership authorized to transact business or conduct affairs in this State, or a foreign limited liability partnership maintaining a statement of foreign registration in this State;
(2)	A name reserved or registered under G.S. 55D-23 or registered under G.S. 55D-24; and(3)	The fictitious name adopted by a foreign corporation, foreign nonprofit corporation, foreign limited liability company, or foreign limited partnership authorized to transact business or conduct affairs, or a foreign limited liability partnership maintaining a statement of foreign registration in this State because its real name is unavailable.
		
(c)	A person may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the Secretary of State's records from one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:
(1)	The other person who has or uses the name or who has reserved or registered the name consents in writing to the use and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applicant; or
(2)	The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
(d)	Except as otherwise provided in this subsection, the name of a corporation dissolved under Article 14 of Chapter 55 of the General Statutes, of a nonprofit corporation dissolved under Article 14 of Chapter 55A of the General Statutes, of a limited liability company dissolved under Article 6 of Chapter 57C of the General Statutes, or a limited partnership dissolved under Part 8 of Article 5 of Chapter 59 of the General Statutes, or of a limited liability partnership whose registration as a limited liability partnership has been revoked under G.S. 59-84.4, may not be used by another entity until:
(1)	In the case of a nonjudicial dissolution other than an administrative dissolution, 120 days after the effective date of the dissolution.
(2)	In the case of an administrative dissolution, the expiration of the period within which the entity may be reinstated.
(3)	In the case of a judicial dissolution, 120 days after the later of the date the judgment has become final or the effective date of the dissolution. The person applying for the name must certify to the Secretary of State that no appeal or other judicial review of the judgment directing dissolution is pending.
The name of a dissolved entity may be used at any time if the entity changes its name to a name that is distinguishable upon the records of the Secretary of State from the names of other domestic corporations, nonprofit corporations, limited liability companies, limited partnerships, or registered limited liability partnerships or foreign corporations, foreign nonprofit corporations, foreign limited liability companies, or foreign limited partnerships authorized to transact business or conduct affairs in this State, or foreign limited liability partnerships maintaining a statement of foreign registration, in this State.
"§ 55D-22.  Names of foreign entities.
(a)	If the name of a foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership does not satisfy the requirements of G.S. 55D-20 and G.S. 55D-21, then to obtain or maintain a certificate of authority to transact business or conduct affairs in this State or a statement of foreign registration in this State, the entity may:
(1)	If a foreign corporation or foreign nonprofit corporation, add the word 'corporation', 'incorporated', 'company', or 'limited', or the abbreviation 'corp.', 'inc.', 'co.', or 'ltd.' to its corporate name for use in this State;
(2)	If a foreign limited liability company, add the words 'limited liability company', or the abbreviation 'L.L.C.', or 'LLC', or the combination 'ltd. liability co.', 'limited liability co.', or 'ltd. liability company' to its name for use in this State if the addition will cause the name to satisfy the requirements of G.S. 55D-20 and G.S. 55D-21;
(3)	If a foreign limited partnership, add the words 'limited partnership' or the abbreviation 'L.P.' or 'LP', or the combination 'ltd. partnership';
(4)	If a foreign limited liability partnership, add the words 'registered limited liability partnership', or 'limited liability partnership' or the abbreviation 'L.L.P.', 'R.L.L.P.', 'LLP', or 'RLLP' as the last words or letters of its name; or
(5)	Use a fictitious name, which includes one or more of the words, abbreviations, or combinations in subdivisions (1) through (4) of this subsection if applicable, to transact business or conduct affairs in this State if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution adopting the fictitious name.
(b)	If a foreign corporation, foreign nonprofit corporation, foreign limited liability company, or foreign limited partnership authorized to transact business or conduct affairs in this State, or a foreign limited liability partnership maintaining a statement of foreign registration, changes its name to one that does not satisfy the requirements of this Article, it may not transact business or conduct affairs in this State under the changed name until it adopts a name satisfying the requirements of this Article and obtains an amended certificate of authority or statement of foreign registration under G.S. 55-15-04, 55A-15-04, 57C-7-05, 59-91, or 59-905, as applicable.
"§ 55D‑23.  Reserved name.
(a)	A person may reserve the exclusive use of a name for an entity, including a fictitious name for a foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership whose name is not available, by filing an application with the Secretary of State. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable 120‑day period.
(b)	The owner of a reserved name may transfer the reservation to another person by filing with the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
(c)	Any person acquiring the goodwill of a domestic corporation, nonprofit corporation, limited liability company, limited partnership, or registered limited liability partnership, or of a foreign corporation, foreign nonprofit corporation, foreign limited liability company, or foreign limited partnership authorized to transact business or conduct affairs in this State, or of a foreign limited liability partnership maintaining a statement of foreign registration in this State may, on furnishing the Secretary of State satisfactory evidence of such acquisition, reserve for 10 years the exclusive right to any name that became available as a result of the acquisition.
"§ 55D‑24.  Registered name.
(a)	A foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership may register its name, or its name with any addition required by G.S. 55D-22, if the name to be registered is distinguishable upon the records of the Secretary of State from the names that are not available under G.S. 55D-21(b).
(b)	An entity registers its name, or its name with any addition required by G.S. 55D-22, by filing with the Secretary of State an application:
(1)	Setting forth its name, or its name with any addition required by G.S. 55D-22, the state or country and date of its incorporation, organization, or formation, and a brief description of the nature of the business or activities in which it is engaged; and
(2)	Accompanied by a certificate of existence (or a document of a similar import) from the state or country of incorporation, organization, or formation.
(c)	The name is registered for the applicant's exclusive use upon the effective date of the application and until the end of the calendar year in which it became effective.
(d)	An entity whose registration is effective may renew it for successive years by filing with the Secretary of State a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year. Any renewal application filed after the expiration of the registration shall be treated as a new application for registration.
(e)	An entity whose registration is effective may thereafter become authorized to transact business or conduct affairs under that name or consent in writing to the use of that name by: 
(1)	A domestic corporation, nonprofit corporation, limited liability company, limited partnership, or registered limited liability partnership thereafter incorporated, organized, or formed in this State under that name;
(2)	A domestic corporation, nonprofit corporation, limited liability company, limited partnership, or registered limited liability partnership that changes its name to that name; or
(3)	Another foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership that becomes authorized to transact business or conduct affairs in this State under that name.
The registration terminates when the domestic corporation, nonprofit corporation, limited liability company, limited partnership, or registered limited liability partnership is incorporated, organized, formed, or changes its name or the foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership qualifies or consents to the qualification of another entity under the registered name.
"§ 55D‑25.  Reserved and registered names, powers of the Secretary of State.
The Secretary of State may revoke any reservation or registration of a name if the Secretary of State:
(1)	Gives written notice by registered or certified mail, return receipt requested, to the person who made the reservation or registration of the date and time of a hearing;
(2)	Conducts a hearing not less that 15 days after receipt of the notice as shown by the return receipt; and
(3)	Finds that the application therefor or any transfer thereof was not made in good faith or that any statement contained in the application for reservation or registration was false when such application was filed or has thereafter become false.
"§ 55D‑26.  Real property records.
(a)	A certificate issued by the Secretary of State as described in subsection (b) of this section must be recorded when:
(1)	The name of any domestic corporation, nonprofit corporation, limited liability company, or registered limited liability partnership or foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership that holds title to real property in this State is changed upon amendment to its articles of incorporation or organization, its certificate of limited partnership, or its application for registration as a limited liability partnership; or 
(2)	Title to real property in this State held by any entity listed in subdivision (1) of this subsection is vested by operation of law in another entity upon merger, consolidation, or conversion of the entity.
The certificate must recite the name change, merger, consolidation, or conversion and must be recorded in the office of the register of deeds of the county where the property lies or, if the property is located in more than one county in each county where any portion of the property lies.
(b)	The Secretary of State shall issue uniform certificates for recordation in accordance with this section. In the case of a foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership, a similar certificate by any competent authority of the jurisdiction of incorporation may be recorded in accordance with this section.
(c)	The certificate required by this section must be recorded by the register of deeds in the same manner as deeds, and for the same fees, but no formalities as to acknowledgement, probate, or approval by any other officer shall be required. The former name of the entity holding title to the real property before the name change, merger, consolidation, or conversion shall appear in the "Grantor" index, and the new name of the corporation or the name of the other entity holding title to the real property by virtue of the merger, consolidation, or conversion shall appear in the "Grantee" index."

Part iv. CONFORMING AMENDMENTS TO PART III.

SECTION 16.  G.S. 55‑2‑02(a)(1) reads as rewritten:
"(1)	A corporate name for the corporation that satisfies the requirements of G.S. 55D-20 and G.S. 55D-21;".
SECTION 17.  G.S. 55‑15‑03(a)(1) reads as rewritten:
"(1)	The name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of G.S. 55D-22;".
SECTION 18.  G.S. 55‑15‑06 is repealed.
SECTION 19.  G.S. 55‑14‑33(b) reads as rewritten:
"(b)	After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with G.S. 55‑14‑05 and the notification of claimants in accordance with G.S. 55‑14‑06 and G.S. 55‑14‑07. The corporation's name becomes available for use by another entity as provided in G.S. 55D-21."
SECTION 20.  G.S. 55A‑2‑02(a)(1) reads as rewritten:
"(1)	A corporate name for the corporation that satisfies the requirements of G.S. 55D-20 and G.S. 55D-21;".
SECTION 21.  G.S. 55A‑15‑03(a)(1) reads as rewritten:
"(1)	The name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of G.S. 55D-22;".
SECTION 22.  G.S. 55A‑15‑06 is repealed.
SECTION 23.  Article 4 of Chapter 55A of the General Statutes is repealed.
SECTION 24.  G.S. 55A‑14‑33(b) reads as rewritten:
"(b)	After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with G.S. 55A‑14‑06 and the notification of its claimants in accordance with G.S. 55A‑14‑07 and G.S. 55A‑14‑08. The corporation's name becomes available for use by another entity as provided in G.S. 55D-21."
SECTION 25.  G.S. 55B‑5 reads as rewritten:
"§ 55B‑5.  Corporate name.
The corporate name used by professional corporations under this Chapter, except as limited by the licensing acts of the respective professions, shall be governed by the provisions of Chapter 55D, provided that professional corporations may use the words "Professional Association," "P.A.," "Professional Corporation," or "P.C." in lieu of the corporate designations specified in Chapter 55D, and provided further that licensing boards by regulations may make further corporate name requirements or limitations for the respective professions, but such regulations may not prohibit the continued use of any corporate name duly adopted in conformity with the General Statutes and with the pertinent licensing board regulations in effect at the date of such adoption."
SECTION 26.  G.S. 57C‑2‑01(c) reads as rewritten:
"(c)	Subsections (a) and (b) of this section to the contrary notwithstanding and except as set forth in this subsection, a domestic or foreign limited liability company shall engage in rendering professional services only to the extent that a professional corporation acting pursuant to Chapter 55B of the General Statutes or a corporation acting pursuant to Chapter 55 of the General Statutes may engage in rendering professional services under the conditions and limitations imposed by an applicable licensing statute. Chapter 55B of the General Statutes and each applicable licensing statute are deemed amended to provide that professionals licensed under the applicable licensing statute may render professional services through a domestic or foreign limited liability company. For purposes of applying the provisions, conditions, and limitations of Chapter 55B of the General Statutes and the applicable licensing statute to domestic and foreign limited liability companies that engage in rendering professional services, (i) unless the context clearly requires otherwise, references to Chapter 55 of the General Statutes (the North Carolina Business Corporation Act) shall be treated as references to this Chapter, and references to a "corporation" or "foreign corporation" shall be treated as references to a limited liability company or foreign limited liability company, respectively, (ii) members shall be treated in the same manner as shareholders of a professional corporation, (iii) managers shall be treated in the same manner as directors of a professional corporation, (iv) the persons signing the articles of organization of a limited liability company shall be treated in the same manner as the incorporators of a professional corporation, and (v) the name of a domestic or foreign limited liability company so engaged shall comply with Article 3 of Chapter 55D of the General Statutes and, in addition, shall contain the word "Professional" or the abbreviation "P.L.L.C." or "PLLC". For purposes of this subsection, "applicable licensing statute" shall mean those provisions of the General Statutes referred to in G.S. 55B‑2(6).
Nothing in this Chapter shall be interpreted to abolish, modify, restrict, limit, or alter the law in this State applicable to the professional relationship and liabilities between the individual furnishing the professional services and the person receiving the professional services, the standards of professional conduct applicable to the rendering of the services, or any responsibilities, obligations, or sanctions imposed under applicable licensing statutes. A member or manager of a professional limited liability company is not individually liable, directly or indirectly, including by indemnification, contribution, assessment, or otherwise, for debts, obligations, and liabilities of, or chargeable to, the professional limited liability company that arise from errors, omissions, negligence, malpractice, incompetence, or malfeasance committed by another member, manager, employee, agent, or other representative of the professional limited liability company; provided, however, nothing in this Chapter shall affect the liability of a member or manager of a professional limited liability company for his or her own errors, omissions, negligence, malpractice, incompetence, or malfeasance committed in the rendering of professional services."
SECTION 27.  G.S. 57C‑2‑21(a)(1) reads as rewritten:
"(1)	A name for the limited liability company that satisfies the provisions of G.S. 55D-20 and G.S. 55D-21;".
SECTION 28.  G.S. 57C‑7‑04(a)(1) reads as rewritten:
"(1)	The name of the foreign limited liability company or  a name that satisfies the requirements of  Article 3 of Chapter 55D of the General Statutes;".
SECTION 29.  G.S. 57C‑7‑06 is repealed.
SECTION 30.  Part 3 of Article 2 of Chapter 57C of the General Statutes is repealed.
SECTION 31.  G.S. 57C‑6‑02.3(b) reads as rewritten:
"(b)	After entering the decree of dissolution, the court shall direct the winding up of the limited liability company's business and affairs in accordance with G.S. 57C‑6‑04 and G.S. 57C‑6‑05 and the notification of claimants in accordance with G.S. 57C‑6‑07 and G.S. 57C‑6‑08. The limited liability company's name becomes available for use by another entity as provided in G.S. 55D-21."
SECTION 32.  G.S. 59‑103 reads as rewritten:
"§ 59‑103.  Name.
							
The name of the limited partnership must meet any requirements of Chapter 55D of the General Statutes."
SECTION 33.  G.S. 59‑104 is repealed.
SECTION 34.  G.S. 59‑206, as amended in Part II of this act, reads as rewritten:
"§ 59‑206.  Filing requirements.
						A document required or permitted by this Article to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes."
SECTION 35.  G.S. 59‑904 reads as rewritten:
"§ 59‑904.  Name.
A foreign limited partnership may register with the Secretary of State under any name  that meets the requirements of Article 3 of Chapter 55D of the General Statutes."
SECTION 36.  G.S. 59‑802 reads as rewritten:
"§ 59‑802.  Judicial dissolution.
On application by or for a partner the court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. The limited partnership's name becomes available for use by another entity as provided in G.S. 55D-21."
SECTION 37.  G.S. 59‑1106, as amended in Part II of this act, 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. 55D-23)	10.00
(5)	For filing a transfer of name
	 (G.S. 55D-23)	10.00
(5a)	For filing an application for registration of name
	(G.S. 55D-24)	10.00
(5b)	For filing an application for renewal of a registered
	name (G.S. 55D-24)	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".
SECTION 38.  G.S. 59‑35.1, as amended by Part II of this act, reads as rewritten:
"§ 59‑35.1.  Filing of documents.
(a)	A document required or permitted by this Act to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes.
(b)	A document submitted under this Act for filing by the Secretary of State must be executed by a general partner of the partnership.
(c)	The Secretary of State shall collect the following fees when the documents described in this subsection are submitted by a partnership to the Secretary of State for filing:
Document	Fee
	Application for reserved name	$10.00
	Notice of transfer of reserved name	10.00
	Application for registered name	10.00
	Application for renewal of registered name	10.00
	Articles of merger	 50.00
	Articles of correction	 10.00
Whenever the Secretary of State is deemed appointed as a registered agent under this Act or under Chapter 55D of the General Statutes, 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 Act. The party to the proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
The Secretary of State shall collect the following fees for copying, comparing, and certifying a copy of a document filed by a partnership pursuant to this Part:
(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.
	"
SECTION 39.  G.S. 59‑84.3 reads as rewritten:
"§ 59‑84.3.  Name of registered limited liability partnerships.
A registered limited liability partnership's name must meet the requirements of G.S. 55D-20 and G.S. 55D-21."
SECTION 40.  G.S. 59‑91(a)(1) reads as rewritten:
"(1)	The name of the foreign limited liability partnership that satisfies the requirements of the state or other jurisdiction under whose law it is formed and meets the requirements of Article 3 of Chapter 55D of the General Statutes."
SECTION 41.  G.S. 59‑62 is amended by adding a new subsection to read:
"(c)	The name of a registered limited liability company becomes available for use by another entity as provided in G.S. 55D-21."

PART V. Consolidation of REGISTERED office and REGISTERed agent provisions

SECTION 42.  The title of Chapter 55D of the General Statutes, as enacted by Section 1 of this act and amended by Section 12 of this act,  reads as rewritten:
"Chapter 55D.
 Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, Limited Liability Companies, Limited Partnerships, and Limited Liability Partnerships."
SECTION 43.  Chapter 55D of the General Statutes, as enacted by Section 1 of this act and amended by Sections 2 through 4, 12 through 15, and Section 42 of this act, is amended by adding a new Article to read:
"Article 4.
"Registered Office and Registered Agent."
SECTION 44.  G.S. 55‑5‑01(b) is recodified as G.S. 55D‑30(b) in Article 4 of Chapter 55D of the General Statutes.  G.S. 55‑5‑02, 55‑5‑03, and 55‑5‑04 are recodified as G.S. 55D‑31, 55D‑32, and 55D‑33, respectively, in Article 4 of Chapter 55D of the General Statutes.
SECTION 45.  Article 4 of Chapter 55D of the General Statutes, as enacted by Section 43 and amended by Section 44 of this act, reads as rewritten:
"Article 4.
"Registered Office and Registered Agent.
"§ 55D-30. Registered office and registered agent required.
(a)	Each domestic corporation, nonprofit corporation, limited liability company, limited partnership, and limited liability partnership, each foreign limited liability partnership maintaining a statement of foreign registration, and each foreign corporation, nonprofit corporation, limited liability company, and limited partnership authorized to transact business or conduct affairs in this State must continuously maintain in this State:
(1)	A registered office that may be the same as any of its places of business or any place where it conducts affairs; and 
(2)	A registered agent, who must be:
a.	An individual who resides in this State and whose business office is identical with the registered office;
b.	A domestic corporation, nonprofit corporation, or limited liability company whose business office is identical with the registered office; or
c.	A foreign corporation, foreign nonprofit corporation, or foreign limited liability company authorized to transact business or conduct affairs in this State whose business office is identical with the registered office.
(b)	The sole duty of the registered agent to  the entity is to forward to the  entity at its last known address any notice, process, or demand that is served on the registered agent.
"§ 55D‑31.  Change of registered office or registered agent.
(a)	An entity required to maintain a registered office and registered agent under G.S. 55D-30 may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets  forth all of the following:
(1)	The name of the entity.
(2)	The street address, and the mailing address if different from the street address, of  its current registered office, and the county in which it is located.
(3)	If the address of the  entity's registered office is to be changed, the street address, and the mailing address if different from the street address, of the new registered office, and the county in which it is located.
(4)	The name of its current registered agent.
(5)	If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment.
(6)	That after the change or changes are made, the addresses of its registered office and the business office of its registered agent will be identical.
(b)	If a registered agent changes the address of  the agent's business office,  the agent may change the address of the registered office of any  entity for which  the agent is the registered agent in this State by notifying the  entity in writing of the change and signing  and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the  entity has been notified of the change.
(c)	A  domestic corporation, limited liability company, registered limited liability partnership, foreign corporation, foreign limited liability company, or foreign limited liability partnership may change its registered office or registered agent by including in its annual report required by  G.S. 55-16-22, 57C-2-23, or 59-84.4 the information and any written consent required by subsection (a) of this section.
"§ 55D‑32.  Resignation of registered agent.
(a)	The registered agent of an entity may resign  by signing and filing with the Secretary of State  a statement of resignation which may include a statement that the registered office is also discontinued. The statement must include or be accompanied by a certification from the registered agent that  the agent has mailed or delivered to the  entity at its last known address written notice of this resignation.  This certification shall include the name and title of the  individual notified, if any, and the address to which the notice was mailed or delivered.
(b)	After filing the statement the Secretary of State shall mail  a copy to the registered office (if not discontinued) and  a copy to the  entity at the address contained in the certification included in or accompanying the statement of resignation or, if different, at the address indicated in the latest document filed by the Secretary of State stating the entity's current mailing address.
(c)	The agency appointment is terminated, and, if applicable, the registered office discontinued on the 31st day after the date on which the statement was filed.
"§ 55D‑33.  Service on entities.
(a)	Service of process, notice or demand required or permitted by law to be served on an entity may be served on the registered agent required by G.S. 55D-30.
(b)	 When an entity required to maintain a registered office and registered agent under G.S. 55D-30 fails to appoint or maintain a registered agent in this State, or when its registered agent cannot with due diligence be found at the registered office, or when the Secretary of State revokes a certificate of authority or a statement of foreign registration of a foreign entity authorized to transact business or conduct affairs in this State, the Secretary of State becomes an agent of the entity upon whom any such process, notice or demand may be served. Service on the Secretary of State of any such process, notice or demand is made by delivering to and leaving with the Secretary of State or  any clerk authorized by the Secretary of State to accept service of process, duplicate copies of the process, notice or demand and the applicable fee. In the event any such process, notice or demand is served on the Secretary of State in the manner provided by this subsection, the Secretary of State shall immediately mail one of the copies thereof, by registered or certified mail, return receipt requested, to the entity at its principal office or, if there is no mailing address for the principal office on file, to the entity at its registered office. Service on an entity under this subsection is effective for all purposes from and after the date of the service on the Secretary of State.
(c)	The Secretary of State shall keep a record of all processes, notices and demands served upon the Secretary of State under this section and shall record therein the date of  service and the Secretary of State's action with reference thereto.
(d)	Nothing in this section affects the right to serve any process, notice or demand required or permitted by law to be served upon an entity in any other manner now or hereafter permitted by law."

Part VI. CONFORMING AMENDMENTS TO REGISTERED OFFICE AND REGISTERED AGENT PROVISIONS.

SECTION 46.  G.S. 55D‑15(b), as enacted in Part I of this act, reads as rewritten:
"(b)	The Secretary of State files a document by endorsing 'Filed', together with the Secretary's name and official title and the date and time of filing, on the document. After filing a document, the Secretary of State shall deliver a document copy to the person submitting the document for filing and as provided in  G.S. 55D-32."
SECTION 47.(a)  G.S. 55‑5‑01, as amended by Section 44 of this act, reads as rewritten:
"§ 55‑5‑01.  Registered office and registered agent.

Each corporation must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article."
SECTION 47.(b)  G.S. 55‑15‑07 reads as rewritten:
"§ 55‑15‑07.  Registered office and registered agent of foreign corporation.
				Each foreign corporation authorized to transact business in this State must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article."
SECTION 47.(c)  G.S. 55‑15‑08, 55‑15‑09, and 55‑15‑10 are repealed.
SECTION 47.(d) G.S. 55‑l4‑23(a) reads as rewritten:
"(a)	If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation under G.S. 55D-33 with a written notice that explains the reason or reasons for denial."
SECTION 47.(e)  G.S. 55‑l5‑30(a) reads as rewritten:
"(a)	The Secretary of State may commence a proceeding under G.S. 55‑15‑31 to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:
(1)	The foreign corporation is delinquent in delivering its annual report;
(2)	The foreign corporation does not pay within 60 days after they are due any penalties, fees, or other payments due under this Chapter;
(3)	The foreign corporation is without a registered agent or registered office in this State for 60 days or more;
(4)	The foreign corporation does not inform the Secretary of State underG.S. 55D-31 or G.S. 55D-32 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance;
(5)	An incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing;
(6)	The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger;
(7)	The corporation is exceeding the authority conferred upon it by this Chapter; or
(8)	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."
SECTION 47.(f)  G.S. 55‑15‑31(d) reads as rewritten:
"(d)	The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action arising in this State or arising out of business transacted in this State during the time the foreign corporation was authorized to transact business in this State. The Secretary of State shall then proceed in accordance with  G.S. 55D-33."
SECTION 47.(g)  G.S. 54B‑20(b) reads as rewritten:
"(b)	Notwithstanding the provisions of subsection (a) of this section, any State association may change its registered office or its registered agent or both in accordance with the provisions of G.S. 55D-31. A copy of the statement or certificate certified by the Secretary of State shall be filed in the office of the Administrator."
SECTION 47.(h)  G.S. 54C‑21(b) reads as rewritten:
"(b)	Notwithstanding subsection (a) of this section, a State savings bank may change its registered office or its registered agent, or both, in accordance with G.S. 55D-31. The savings bank shall file a copy of the statement or certificate certified by the Secretary of State in the office of the Administrator."
SECTION 48.(a)  G.S. 55A‑5‑01 reads as rewritten:
"§ 55A‑5‑01.  Registered office and registered agent.
							Each corporation must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article."
SECTION 48.(b)  G.S. 55A‑15‑07 reads as rewritten:
"§ 55A‑15‑07.  Registered office and registered agent of foreign corporation.
				Each foreign corporation authorized to conduct affairs in this State must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article."
SECTION 48.(c)  G.S. 55A‑5‑02, 55A‑5‑03, 55A‑5‑04, 55A‑15‑08, 55A‑15‑09, and 55A‑15‑10 are repealed.
SECTION 48.(d)  G.S. 55A‑5‑02.1 is recodified as G.S. 55A‑16‑23.
SECTION 48.(e)  G.S. 55A‑14‑23(a) reads as rewritten:
"(a)	If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall serve the corporation under  G.S. 55D-33 with a written notice that explains the reason or reasons for denial."
SECTION 48.(f)  G.S. 55A‑15‑30(a)(4) reads as rewritten:
"(4)	The foreign corporation does not inform the Secretary of State under  G.S. 55D-31 or G.S. 55D-32 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance;".
SECTION 48.(g)  G.S. 55A‑15‑31(d) reads as rewritten:
"(d)	The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action arising in this State or arising out of affairs conducted in this State during the time the foreign corporation was authorized to conduct affairs in this State. The Secretary of State shall then proceed in accordance with  G.S. 55D-33."
SECTION 49.(a)  G.S. 57C‑2‑40 reads as rewritten:
"§ 57C‑2‑40.  Registered office and registered agent.
				Each limited liability company must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article."
SECTION 49.(b)  G.S. 57C‑7‑07 reads as rewritten:
"§ 57C‑7‑07.  Registered office and registered agent of foreign limited liability company.
				Each foreign limited liability company authorized to transact business or conduct affairs in this State must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article."
SECTION 49.(c)  G.S. 57C‑2‑41, 57C‑2‑42, 57C‑7‑08, 57C‑7‑09, and 57C‑7‑10 are repealed.
SECTION 49.(d)  G.S. 57C‑7‑14(c) reads as rewritten:
"(c)	Upon the revocation of a foreign limited liability company's certificate of authority, the Secretary of State shall become the foreign limited liability company's agent for service of process in any proceeding based on a cause of action arising in this State or arising out of business transacted in this State during the time the foreign limited liability company was authorized to transact business in this State. The Secretary of State shall then proceed in accordance with  G.S. 55D-33."
SECTION 50.(a)  G.S. 59‑105 reads as rewritten:
"§ 59‑105.  Registered office and registered agent.
(a)	
		Each limited partnership must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article.(b)	Limited partnerships formed prior to October 1, 1986, shall file a certificate of limited partnership with the Office of the Secretary of State pursuant to G.S. 59‑201(a) designating the address of the registered office of the limited partnership and the identity of the registered agent at such address.
		
		"
SECTION 50.(b)  G.S. 59‑201(a)(2) reads as rewritten:
"(2)	The address, including county and city or town, and street and number, if any, of the registered office and the name of the registered agent at such address for service of process required to be maintained by G.S. 55D-30."
SECTION 50.(c)  G.S. 59‑902 reads as rewritten:
"§ 59‑902.  Registration.
(a)	Before transacting business in this State, a foreign limited partnership shall procure a certificate of authority to transact business in this State from the Secretary of State. No foreign limited partnership shall be entitled to transact in this State any business which a limited partnership organized under this Article is not permitted to transact. In order to register, a foreign limited partnership shall deliver to the Secretary of State an original and one conformed copy of an application for registration as a foreign limited partnership, signed by a general partner and setting forth:
(1)	The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;
…
(5)	The address, including county and city or town, and street and number, if any, of the proposed registered office of the foreign limited partnership in this State, and the name of its proposed registered agent in this State at such address; …
(b)	Without excluding other activities which may not constitute transacting business in this State, a foreign limited partnership shall not be considered to be transacting business in this State, for the purpose of this Article, by reason of carrying on in this State any one or more of the following activities:
…
(c)	Each foreign limited partnership authorized to transact business in this State must maintain a registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article. 		"
SECTION 51.(a)  G.S. 59‑84.2(i) reads as rewritten:
"(i)	Each registered limited liability partnership must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article."
SECTION 51.(b)  G.S. 59‑91(b) reads as rewritten:
"(b)	Each foreign limited liability partnership maintaining a statement of foreign registration in this State must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article."SECTION 51.(c)  G.S. 59‑35.1(c), as amended in Parts II and IV of this act, reads as rewritten:
"(c)	The Secretary of State shall collect the following fees when the documents described in this subsection are submitted by a partnership to the Secretary of State for filing:
Document	Fee
	Application for reserved name	$10.00
	Notice of transfer of reserved name	10.00
	Application for registered name	10.00
	Statement of change of registered office
	or registered agent or both	5.00
	Agent's statement of change of registered
	office for each affected partnership	5.00
	Agent's statement of resignation	No fee
	Designation of registered agent or
	registered office or both	5.00
	Articles of merger	50.00
	Articles of correction	10.00
Whenever the Secretary of State is deemed appointed as a registered agent under this Act or under Chapter 55D of The General Statutes, the Secretary of State shall collect a fee of ten dollars ($10.00) each time process is served on the Secretary of State. The party to the proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
The Secretary of State shall collect the following fees for copying, comparing, and certifying a copy of a document filed by a partnership pursuant to this Part:
(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."

PART VII. EFFECTIVE DATE, APPLICABILITY, AND OTHER PROVISIONS.

SECTION 52.  The Revisor of Statutes is authorized to transfer, as historical annotations, the Official Comments and the North Carolina Comments to those portions of Chapter 55 of the General Statutes that are recodified by this act to the corresponding locations in Chapter 55D of the General Statutes, as the Revisor deems appropriate.
SECTION 53.  This act becomes effective October 1, 2001, and applies to documents submitted for filing on or after that date.
In the General Assembly read three times and ratified this the 2nd day of August, 2001.

	_____________________________________
		 Beverly E. Perdue
	 President of the Senate

	_____________________________________
		 James B. Black
	 Speaker of the House of Representatives

	_____________________________________
		 Michael F. Easley
	 Governor

Approved __________.m. this ______________ day of ___________________, 2001