GENERAL ASSEMBLY OF NORTH CAROLINA
SESSION LAW 2001-358
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 this Chapter, 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 this Chapter Chapter
55, 55A, 55B, 57C, or 59 of the General Statutes to be filed in the office
of the Secretary of State.
(c)
(2) The document must contain the
information required by this Chapter.Chapter 55, 55A, 55B, 57C, or 59
of the General Statutes for that document. It may contain other information
as well.
(d)
(3) The document must be typewritten
or printed. typewritten, printed, or in an electronic form acceptable to
the Secretary of State.
(e)
(4) The document must be in the
English language. A corporate 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 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.
(g)
(6) The person executing the
document shall must sign it and state beneath or opposite his
signature his name the person's signature, the person's name, and
the capacity in which he 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:
(1) The
corporate seal;
(2) An
attestation by the secretary or an assistant secretary; and
(3) An
acknowledgement, verification, or proof. contain a seal, attestation,
acknowledgment, verification, or proof.
(h)
(7) If the Secretary of State has
prescribed a mandatory form for the document under G.S. 55-1-21,
document, the document must be in or on the prescribed form.
(i)
(8) The document must be delivered
to the office of the Secretary of State for filing and must be accompanied by one
exact or conformed copy (except as provided in G.S. 55-5-03 and G.S. 55-15-09),
and all fees required by this Chapter.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 a document upon receipt of
the document in proper form and the payment of the required filing fee. The
Secretary of State may collect the following additional fees for the expedited
filing of a document received in good form: 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 Eastern Standard Time; andnoon; 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 requests
an expedited filing and 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 provide for the
review of a document prior to its submission for filing to determine
whether it satisfies the requirements of this Chapter. applicable
filing requirements. Submission of a document for review shall be
accompanied by the proper fee 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. 55-1-22.1. 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 G.S. 55-1-24(c),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 original 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 domestic or
foreign corporation person on whose behalf a document was filed in
the Office of the Secretary of State may correct a document filed by the
Secretary of State if the document (1) that document if it (i) contains
a statement that is incorrect and was incorrect when the document was
filed or (2)(ii) was defectively executed, attested, sealed,
verified, or acknowledged.
(b) A document is corrected:
corrected by delivering to the Secretary of State for filing articles of
correction that do all of the following:
(1) By preparing
articles of correction that (i) describe Describe the document
(including its filing date) or attach a copy of it to the articles,
have attached to them a copy of the document.
(2) (ii) specify
Specify the incorrect statement and the reason it is incorrect or
the manner in which the execution was defective, and nature of the
defect.(3) (iii) correct Correct
the incorrect statement or defective execution; and defect.
(2) By
delivering the articles to the Secretary of State for filing.
(c) Articles of
correction are effective on the 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, 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 pursuant to 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 act, 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 stamping or otherwise endorsing
"Filed", together with the Secretary's name and official title and
the date and time of filing, on both the original and the document copy. the
document. After filing a document, except as provided in G.S. 55-5-03
and G.S. 55-15-09, the Secretary of State shall deliver the a document
copy to the domestic or foreign corporation or its representative.
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, by personal
delivery or by first-class mail postage prepaid, to the domestic or foreign
corporation or its representative it to the person submitting the
document for filing within five days after the document was received,
together with a brief, 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. The authorization to make the corrections shall be confirmed,
according to procedures adopted by rule, by the Secretary prior to making the
correction.
(d) The Secretary of
State's duty is to review and file documents that satisfy the requirements of
this Chapter. 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: 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;part.
(2) Relate to the
correctness or incorrectness of information contained in the document;
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 his the Secretary of
State's office for filing, the person tendering the document on
whose behalf the document was submitted for filing may, within 30 days
after such 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 shallmust
have attached to it the document to be filed and the Secretary of State's
explanation for his 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 the Administrative Procedure Act 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 (which may be
in facsimile) 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 pursuant to this Chapter under this Chapter,
Chapter 55, 55A, 55B, 57C, or 59 of the General Statutes, or any
predecessor act, 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 he the person signs a document he 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) 9 of this
Chapter):
a. Any domestic or foreign:
1. Corporation;
corporation and foreign corporation; nonprofit corporation; professional
corporation;
2. Limited
limited liability company;
3. Profit
profit and nonprofit unincorporated association; and
4. Business
business trust, estate, partnership, trust, and trust;
b. Two
two or more persons having a joint or common economic interest; and
c. state,
The United States, and any state and foreign
government."
SECTION 5.(b) G.S. 55A-1-40(10) reads as rewritten:
"(10) "Entity" includes
includes:
a. Any domestic or foreign:
1. Corporation;
corporation and foreign corporation; domestic or foreign business
corporation; professional corporation;
2. Limited
limited liability company;
3. Profit
profit and nonprofit unincorporated association, chapter or other
organizational unit; and
4. Business
business trust, estate, partnership, trust, and trust;
b. Two
two or more persons having a joint or common economic interest; and
c. state,
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) through (e). Recodified.
(f) A
document submitted by a domestic or foreign corporation or nonprofit
corporation must be executed:
(1) By the
chairman of the 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.
A document submitted by an unincorporated entity must be
executed by a person authorized to execute documents (i) pursuant to G.S.
57C-1-20(f) if the unincorporated entity is a domestic or foreign limited
liability company, (ii) pursuant to G.S. 59-204 if the unincorporated entity is
a domestic or foreign limited partnership, or (iii) pursuant to G.S.
59-73.7(a)(4) if the unincorporated entity is any other partnership as defined
in G.S. 59-36 whether or not formed under the laws of this State.
(g) through (j). Recodified.
(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 chairman,
chair, or the corporation."
SECTION 7.(a) G.S. 55A-1-20 reads as rewritten:
"§ 55A-1-20. Filing requirements.
(a) To be
entitled to filing by the Secretary of State under this Chapter, a document
shall satisfy the requirements of this section, and of any other section that
adds to or varies these requirements.
(b) The
document must be one that is required or permitted by this Chapter to be filed
in the office of the Secretary of State.
(c) The
document shall contain the information required by this Chapter. It may contain
other information as well.
(d) The
document shall be typewritten or printed.
(e) The
document shall be in the English language.
A corporate 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 need not be in English if accompanied by a
reasonably authenticated English translation.
(f) A
document submitted by a domestic or foreign corporation or business corporation
shall be executed:
(1) By the
presiding officer of the 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.
A document submitted by an unincorporated entity must be
executed by a person authorized to execute documents (i) pursuant to G.S.
57C-1-20(f) if the unincorporated entity is a domestic or foreign limited
liability company, (ii) pursuant to G.S. 59-204 if the unincorporated entity is
a domestic or foreign limited partnership, or (iii) pursuant to G.S.
59-73.7(a)(4) if the unincorporated entity is any other partnership as defined
in G.S. 59-36 whether or not formed under the laws of this State.
(g) The person
executing the document shall sign it and state beneath or opposite his
signature his name and the capacity in which he signs. The document may but
need not contain:
(1) The
corporate seal;
(2) An
attestation by the secretary or an assistant secretary; and
(3) An
acknowledgment, verification, or proof.
(h) If the
Secretary of State has prescribed a mandatory form for the document under G.S.
55A-1-21, the document shall be in or on the prescribed form.
(i) The
document shall be delivered to the office of the Secretary of State for filing
and shall be accompanied by one exact or conformed copy (except as provided in
G.S. 55A-5-03 and G.S. 55A-15-09), and all fees required by this Chapter.
(j) Any
signature on any document authorized to be filed with the Secretary of State
under any provision of this Chapter may be a facsimile.
(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) To be
entitled to filing by the Secretary of State under this Chapter, a document
must satisfy the requirements of this section, and of any other section that
adds to or varies these requirements.
(b) The
document must be one that is required or permitted by this Chapter to be filed
in the Office of the Secretary of State.
(c) The
document must contain the information required by this Chapter. It may contain
other information as well.
(d) The
document must be typewritten or printed.
(e) The
document must be in the English language. The name of a limited liability
company need not be in English if written in English letters or Arabic or Roman
numerals, and the certificate of existence required of foreign limited
liability companies need not be in English if accompanied by a reasonably
authenticated English translation.
(f) A
document submitted by a domestic or foreign limited liability company must be
executed:
(1) By a manager
of the limited liability company;
(2) If managers have
not been selected, or if the limited liability company does not have a manager
other than a member, by any member;
(3) 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
(4) If the
limited liability company is in the hands of a receiver, trustee, or other
court-appointed fiduciary, by that fiduciary.
A document submitted by a business entity other than a
domestic or foreign limited liability company must be executed by a person
authorized to execute documents (i) pursuant to G.S. 55-1-20(f) if the business
entity is a corporation or foreign corporation, (ii) pursuant to G.S.
55A-1-20(f) if the business entity is a domestic or foreign nonprofit
corporation, (iii) pursuant to G.S. 59-204 if the business entity is a domestic
or foreign limited partnership, or (iv) pursuant to G.S. 59-73.7(a)(4) if the
business entity is any other partnership as defined in G.S. 59-36 whether or
not formed under the laws of this State.
(g) The person
executing the document shall sign it and state beneath or opposite his
signature his name and the capacity in which he signs. The document may, but
need not, contain an acknowledgement, verification, or proof.
(h) If the
Secretary of State has prescribed a mandatory form for the document under G.S.
57C-1-21, the document must be in or on the prescribed form unless the
Secretary of State otherwise permits an alternative form.
(i) The
document must be delivered to the Office of the Secretary of State for filing
and must be accompanied by one exact or conformed copy and all fees required by
this Chapter.
(j) Any
signature on any document authorized to be filed with the Secretary of State
under any provision of this Chapter may be a facsimile.
(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:
"§ 59-73.7.
59-35.1. Filing of documents.
(a) To be entitled to
filing by the Secretary of State, a document submitted pursuant to this Part
must meet all of the following requirements:
(1) The document
must contain the information required by this Part. It may contain other
information as well.
(2) The document
must be typewritten or printed.
(3) The document
must be in the English language.
(4) A document
submitted by a partnership must be executed by a general partner of the
partnership. A document submitted by a business entity other than a partnership
must be executed by a person authorized to execute documents (i) pursuant to
G.S. 55-1-20(f) if the business entity is a domestic or foreign corporation,
(ii) pursuant to G.S. 55A-1-20(f) if the business entity is a domestic or
foreign nonprofit corporation, (iii) pursuant to G.S. 57C-1-20(f) if the
business entity is a domestic or foreign limited liability company, or (iv)
pursuant to G.S. 59-204 if the business entity is a domestic or foreign limited
partnership.
(5) 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. The document may, but need not,
contain an acknowledgment, verification, or proof.
(6) The document
must be delivered to the Office of the Secretary of State for filing and must
be accompanied by one exact or conformed copy and by the required filing fee.
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
partnership may correct a document filed by the Secretary of State pursuant to
this Part 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.
A document is corrected by:
(1) Preparing articles
of correction that (i) describe the document (including its filing date) or
have attached to them a copy of the document, (ii) specify the incorrect
statement and the reason it is incorrect or the manner in which the execution
was defective, and (iii) correct the incorrect statement or defective
execution; and
(2) Delivering
the articles of correction to the Secretary of State for filing, accompanied by
one exact or conformed copy and the required filing fee.
Articles of correction are effective on the effective date
of the document that is corrected 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.
(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
The 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 under this
Part. 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) The
Secretary of State shall guarantee the expedited filing of a document upon
receipt of the document in proper form and the payment of the required filing
fee. The Secretary of State may collect the following additional fees for the
expedited filing of a document received in good form:
(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 Eastern Standard Time; and
(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 subsection 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.
(e) 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 Part. 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 subsection and filings under subsection (d) of
this section. 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.
(f) Except
as provided in this subsection and in subsection (b) of this section, 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 original document; or
(2) At the time
specified in the document as its effective time on the date it is filed.
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.
The fact that a document has become effective under this
subsection does not determine its validity or invalidity or the correctness or
incorrectness of the information contained in the document.
(g) If a
document delivered to the Office of the Secretary of State for filing satisfies
the requirements of this Part, the Secretary of State shall file it. Documents
filed with the Secretary of State pursuant to this Part 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 Part, or under any predecessor act,
by photographic, microfilm, optical disk media, or other means of reproduction,
and may destroy the originals of those documents reproduced.
The Secretary of State files a document by stamping or
otherwise endorsing "Filed", together with the Secretary of State's
name and official title and the date and time of filing, on both the original
and the document copy. After filing a document, the Secretary of State shall
deliver the document copy to the partnership or its representative.
If the Secretary of State refuses to file a document, the
Secretary of State shall return it to the partnership or its representative
within five days after the document was received, together with a brief,
written 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. Prior to making the correction, the Secretary shall confirm the
authorization to make the corrections according to procedures adopted by rule.
The Secretary of State's duty is to review and file
documents that satisfy the requirements of this Part. The Secretary of State's
filing or refusing to file a document does not:
(1) 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; or
(3) Create a
presumption that the document is valid or invalid or that information contained
in the document is correct or incorrect.
(h) If the
Secretary of State refuses to file a document delivered to the Secretary of
State's office for filing, the person tendering the document for filing may,
within 30 days after 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 shall have attached to it the document
to be filed and the Secretary of State's explanation for the refusal to file.
The appeal to the Superior Court is not governed by Chapter 150B of the General
Statutes, the Administrative Procedure Act, and the court shall determine,
based upon what is appropriate under the circumstances, any further notice and
opportunity to be heard.
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.
The court's final decision may be appealed as in other civil
proceedings.
(i) A
certificate attached to a copy of a document filed by the Secretary of State,
bearing the Secretary of State's signature (which may be in facsimile) and the
seal of office 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 pursuant to this Part or any predecessor act, when
certified by the Secretary, shall be considered an original for all purposes
and is admissible in evidence in like manner as an original.
(j) 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. An offense under this subsection is a Class 1
misdemeanor.
(k)(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 shall
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. 59-73.7(c). 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. Any document submitted by a business entity
other than a domestic or foreign limited partnership must be executed by a
person authorized to execute documents (i) pursuant to G.S. 55-1-20(f) if the
business entity is a domestic or foreign corporation, (ii) pursuant to G.S.
55A-1-20(f) if the business entity is a domestic or foreign nonprofit corporation,
(iii) pursuant to G.S. 57C-1-20(f) if the business entity is a domestic or
foreign limited liability company, or (iv) pursuant to G.S. 59-73.7(a)(4) if
the business entity is a partnership as defined in G.S. 59-36, whether or not
formed under the laws of this State, other than a domestic or foreign limited
partnership."
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:
(1) There shall
be an original executed document and also one conformed copy.
(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.
(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.
(3) Repealed by
Session Laws 1991, c. 153, s. 2.
(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.
(b) Repealed by
Session Laws 1991, c. 153, s. 2.
(b1) Except as provided in
subsection (b2), 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 original document; or
(2) At the time
specified in the document as its effective time on the date it is filed.
(b2) 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 not
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 ninetieth day
after the date it is filed.
(b3) 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.
(c) It shall be
the duty of the Secretary of State, whenever so requested and upon tender of
the proper fees, to certify as aforesaid any true copy of any document on file
in the office, or if requested, to make or cause to be made typewritten or
photostatic copies of the documents and to certify the same as aforesaid. "
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; expedited filing. 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. "
SECTION 11. G.S. 55B-3 reads as rewritten:
"§ 55B-3.
North Carolina Business Corporation Act applicable.applicable; other
applicable law.
(a) Chapter 55
of the General Statutes, the The North Carolina Business Corporation
Act shall be applicable to such 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 A corporate name:
(1) Must contain
the word 'corporation', 'incorporated', 'company', or 'limited', or the
abbreviation 'corp.', 'inc.', 'co.', or 'ltd.'; and
(2) May not
contain language stating or implying that the corporation is organized for a
purpose other than that permitted by G.S. 55-3-01 and its articles of
incorporation' 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.Chapter or by Chapter 55, 55A, 57C, or 59 of the General
Statutes.
(d) Neither the
reservation or registration of a corporate name nor the incorporation of any
domestic corporation shall 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 corporate 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, or be and
is not a defense to an action for violation of any such 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, a corporate name 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 corporate name
of a corporation incorporated or authorized to transact business 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 a foreign limited liability partnership maintaining a
statement of foreign registration in this State;
(2) A corporate name
reserved or registered under G.S. 55-4-02 or G.S. 55-4-03;G.S. 55D-23
or registered under G.S. 55D-24; and
(3) The fictitious name
adopted by a foreign corporation authorized to transact business 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;unavailable.
(4) The
corporate name of a nonprofit corporation incorporated or authorized to
transact business in this State; and
(5) The name
used, reserved, or registered by a limited liability company pursuant to
Chapter 57C of the General Statutes or by a limited partnership pursuant to
Chapter 59 of the General Statutes.
(c) A person may apply to
the Secretary of State for authorization to use a name that is not
distinguishable upon his the Secretary of State's records from
one or more of the names described in subsection (b). subsection (b)
of this section. The Secretary of State shall authorize use of the name
applied for if:
(1) The other corporation
person who has or uses the name or who has reserved or registered the
name consents in writing to the use in writing 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 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 corporation entity
until:
(1) In the case of a voluntary
dissolution, nonjudicial dissolution other than an administrative
dissolution, the expiration of 120 days after the effective date of
the dissolution, ordissolution.
(2) In the case of an
administrative dissolution, the expiration of the period within which the corporation
entity may be reinstated pursuant to G.S. 55-14-21,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 unless the dissolved corporation changes its name to a
name that is distinguishable upon the records of the Secretary of State from
the names of other business domestic corporations, nonprofit
corporations, limited partnerships, or limited liability companies
organized or transacting business 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 corporate name, name for an entity, including
a fictitious name for a foreign corporation corporation, foreign
nonprofit corporation, foreign limited liability company, foreign limited
partnership, or foreign limited liability partnership whose corporate 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 corporate name
applied for is available, he 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 corporate 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 corporation, nonprofit
corporation, limited liability company, limited partnership, or registered
limited liability partnership, or of a foreign corporation 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 the corporate name of the said corporation
for a period of 10 years.any name that became available as a result of
the acquisition.
"§ 55D-24. Registered name.
(a) A foreign corporation
corporation, foreign nonprofit corporation, foreign limited liability
company, foreign limited partnership, or foreign limited liability partnership may
register its corporate name, or its corporate name with any
addition required by G.S. 55-15-06, G.S. 55D-22, if the name to
be registered is distinguishable upon the records of the Secretary of State
from the corporate names that are not available under G.S. 55-4-01(b)
(3).G.S. 55D-21(b).
(b) A foreign
corporation An entity registers its corporate name, or its corporate
name with any addition required by G.S. 55-15-06, G.S. 55D-22, by
filing with the Secretary of State an application:
(1) Setting forth its corporate
name, or its corporate name with any addition required by G.S.
55-15-06, 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.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) A foreign
corporation 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), 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) A foreign
corporation An entity whose registration is effective may thereafter
qualify become authorized to transact business or conduct affairs as
a foreign corporation under that name or consent in writing to the use of
that name by: by a corporation thereafter incorporated under this
Chapter or by another foreign corporation thereafter authorized to transact
business in this State.
(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 corporation,
nonprofit corporation, limited liability company, limited partnership, or
registered limited liability partnership is incorporated incorporated,
organized, formed, or changes its name or the foreign corporation corporation,
foreign nonprofit corporation, foreign limited liability company, foreign
limited partnership, or foreign limited liability partnership qualifies or
consents to the qualification of another foreign corporation 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 corporate name if he the Secretary of State:
(1) Gives
written notice finds, upon a hearing not less than 15 days after the
effective date of written notice given by registered or certified mail,
return receipt requested, to the person or corporation who made the
reservation or registration, 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) Whenever the name
of any domestic or foreign corporation holding title to real property in this
State is changed upon amendment to the articles of incorporation 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 whenever
title to its real property in this State
(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 corporation, entity.
The a certificate reciting must recite the
name change, merger, consolidation, or conversion and shall must
be recorded in the office of the register of deeds of the county where the
property lies, or lies or, if the property is located in more
than one county, then in each county where any portion of the property
lies.
(b) The Secretary of
State shall adopt issue uniform certificates to be furnished for
registration recordation in accordance with this section. In the
case of a foreign corporation, 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 registered recorded
in accordance with this section.
(c) The certificate
required by this section shall 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 corporation 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. 55-4-01;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. 55-15-06;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. 55A-4-01;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. 55A-15-06;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 55, the North
Carolina Business Corporation Act; 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
55; 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 G.S.
57C-2-30 or G.S. 57C-7-06Article 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. 57C-2-30;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 or, if its name is unavailable
for use in this State, a name that satisfies the requirements of G.S.
57C-7-06; 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.
(a) The name of
the limited partnership shall contain without abbreviation the words
"limited partnership";
(b) The limited
partnership name 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;
(c) The limited
partnership name shall not contain any word or phrase which is likely to
mislead the public or which indicates or implies that it is organized for any
purpose other than one or more of the purposes contained in its certificate of
limited partnership;
(d) The limited
partnership name shall be distinguishable upon the records of the Secretary of
State from:
(1) The name of
a corporation, nonprofit corporation, limited partnership, or limited liability
company organized in this State, or a foreign corporation or nonprofit
corporation, foreign limited partnership, or foreign limited liability company
authorized to transact business in this State;
(2) A name
reserved under G.S. 55-4-02, 55-4-03, 55A-4-02, 55A-4-03, 57C-2-31, 57C-2-32,
59-104, or 59-904; and
(3) The
fictitious name adopted by a foreign corporation or nonprofit corporation,
foreign limited partnership, or foreign limited liability company authorized to
transact business in this State because its real name is unavailable.
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) 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:
(1)-(3)
Repealed.
(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.
(b)-(c)
Repealed.
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 (whether or not it is the name under which it is
registered in its state of organization) that includes without abbreviation the
words "limited partnership" and that could be registered by a
domestic limited partnership. 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. 59-104(a)) (G.S. 55D-23)...........................................................
10.00
(5)...... For filing a transfer of name
........... (G.S. 59-104(d)) (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 merger
$50.00 50.00
Articles of Correction correction
$10.00 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.
(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 shall 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 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.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."
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
state or other jurisdiction under whose law it is formed and ends
with the words "registered limited liability partnership" or
"limited liability partnership" or the abbreviation
"R.L.L.P.", "L.L.P.", "RLLP", or "LLP".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 and Names 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 corporation the entity is to forward to
the corporation 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) A corporation 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:
forth all of the following:
(1) The name of the entity.corporation;
(2) The street address,
and the mailing address if different from the street address, of the
corporation's its current registered office, and the county in which
it is located;located.
(3) If the address of the corporation's
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;located.
(4) The name of its
current registered agent;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;
andappointment.
(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 his the agent's business office, he
the agent may change the address of the registered office of any corporation
entity for which he the agent is the registered agent in
this State by notifying the corporation entity in writing of
the change and signing (either manually or in facsimile) 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 corporation
entity has been notified of the change.
(c) A corporation
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
G.S. 55-16-22, 57C-2-23, or 59-84.4 the information and any written consent
required by subsection (a).subsection (a) of this section.
"§ 55D-32. Resignation of registered agent.
(a) AThe
registered agent of an entity may resign his agency appointment
by signing and filing with the Secretary of State the signed original and
two exact or conformed copies of 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 he the agent has mailed or delivered to the corporation
entity at its last known address written notice of this resignation. Such
This certification shall include the name and title of the officer
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 one a copy to the
registered office (if not discontinued) and the other a copy to
the corporation entity at its principal office shown in its
most recent annual report.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 and, if applicable, the registered
office discontinued if so provided,discontinued on the 31st day
after the date on which the statement was filed.
"§ 55D-33.
Service on corporation.on entities.
(a) A corporation's
registered agent is an agent of the corporation for service Service of
process, notice or demand required or permitted by law to be served on the
corporation.an entity may be served on the registered agent required by
G.S. 55D-30.
(b) Whenever
When a corporation shall fail 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 wheneverwhen its
registered agent cannot with due diligence be found at the registered office, then
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 shall
bebecomes an agent of such corporationthe 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 shall beis 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 suchthe process, notice or demand and the fee
required by G.S. 55-1-22(b).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 corporationentity at its principal office or,
if there is no mailing address for the principal office on file, to the corporationentity
at its registered office. Service on a corporationan entity under
this subsection shall beis 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 himthe
Secretary of State under this section and shall record therein the time date
of such service and histhe Secretary of State's action
with reference thereto.
(d) Nothing herein
contained shall limit or affectin this section affects the right to
serve any process, notice or demand required or permitted by law to be served
upon a corporationan 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. 55-5-03,
55-15-09, 55A-5-03, 55A-15-09, 57C-2-42, and 57C-7-09. 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.
(a) Each
corporation must continuously maintain in this State:
(1) A registered
office that may be the same as any of its places of business; and
(2) A registered
agent, who shall be (i) an individual who resides in this State and whose
business office is identical with the registered office; (ii) a domestic
corporation, nonprofit corporation, or limited liability company whose business
office is identical with the registered office; or (iii) a foreign corporation,
nonprofit corporation, or limited liability company authorized to transact
business or conduct affairs in this State whose business office is identical
with the registered office.
(b) Recodified.
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.
(a) Each
foreign corporation authorized to transact business 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; and
(2) A registered
agent, who shall be (i) an individual who resides in this State and whose
business office is identical with the registered office; (ii) a domestic corporation,
nonprofit corporation, or limited liability company whose business office is
identical with the registered office; or (iii) a foreign corporation, nonprofit
corporation, or 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 foreign corporation is to forward to the
corporation at its last known address any notice, process, or demand that is
served on the registered agent.
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. 55-5-04 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 under G.S. 55-15-08 or
G.S. 55-15-09G.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. 55-15-10. 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. 55-5-02. 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. 55-5-02.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.
(a) Each
corporation shall continuously maintain in this State:
(1) A registered
office that may be the same as any place where it conducts affairs; and
(2) A registered
agent, who shall be:
a. An
individual who resides in this State and whose office is identical with the
registered office;
b. A
domestic business corporation, nonprofit corporation, or limited liability
company whose office is identical with the registered office; or
c. A
foreign business corporation, nonprofit corporation, or limited liability
company authorized to transact business or conduct affairs in this State whose
office is identical with the registered office.
(b) The sole
duty of the registered agent to the corporation is to forward to the
corporation at its last known address any notice, process, or demand that is served
on the 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.
(a) Each
foreign corporation authorized to conduct affairs in this State shall
continuously maintain in this State:
(1) A registered
office that may be the same as any place where it conducts affairs; and
(2) A registered
agent, who shall be: (i) an individual who resides in this State and whose
office is identical with the registered office; (ii) a domestic business
corporation, nonprofit corporation, or limited liability company whose office
is identical with the registered office; or (iii) a foreign business
corporation, nonprofit corporation, or limited liability company authorized to
transact business or conduct affairs in this State whose office is identical
with the registered office.
(b) The sole
duty of the registered agent to the foreign corporation is to forward to the
corporation at its last known address any notice, process, or demand that is
served on the registered agent.
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. 55A-5-04 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. 55A-15-08 or
G.S. 55A-15-09 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. 55A-15-10. G.S. 55D-33."
SECTION 49.(a) G.S. 57C-2-40 reads as rewritten:
"§ 57C-2-40. Registered office and registered agent.
(a) Each
limited liability company must continuously maintain in this State:
(1) A registered
office that may be the same as any of its places of business; and
(2) A registered
agent, who shall be (i) an individual who resides in this State and whose
business office is identical with the registered office; (ii) a domestic
corporation, nonprofit corporation, or limited liability company whose business
office is identical with the registered office; or (iii) a foreign corporation,
nonprofit corporation, or 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 limited liability company is to forward to
the limited liability company at its last known address any notice, process, or
demand that is served on the 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.
(a) Each
foreign limited liability company authorized to transact business 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; and
(2) A registered
agent, who shall be (i) an individual who resides in this State and whose
business office is identical with the registered office; (ii) a domestic
corporation, nonprofit corporation, or limited liability company whose business
office is identical with the registered office; or (iii) a foreign corporation,
nonprofit corporation, or 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 foreign limited liability company is to
forward to the limited liability company at its last known address any notice,
process, or demand that is served on the registered agent.
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.
57C-7-10. 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 shall have and continuously maintain in this State:
(1) A registered
office that may be the same as any of its places of business;
(2) A registered
agent, who shall be (i) an individual resident of this State whose business
office is identical with such registered office; (ii) a domestic corporation,
nonprofit corporation, or limited liability company whose business office is
identical with such registered office; or (iii) a foreign corporation,
nonprofit corporation, or limited liability company authorized to transact
business or conduct affairs in this State, whose business office is identical
with such registered office.
The sole duty of the registered agent to the limited
partnership is to forward to the limited partnership at its last known address
any notice, process, or demand that is served on the registered agent.
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.
(b1) Any process, notice or
demand, which is required or permitted by law to be served upon a limited
partnership, may be served upon the duly appointed registered agent of the
limited partnership. Such service upon the registered agent is deemed to have
been made on the limited partnership itself.
(c) Whenever a
limited partnership shall fail to appoint or maintain a registered agent in
this State, or whenever its registered agent cannot with due diligence be found
at the registered office, then the Secretary of State shall be an agent of such
limited partnership upon whom any such process, notice, or demand may be
served. Service on the Secretary of State of any such process, notice, or
demand shall be made by delivering to and leaving with him, or with any clerk
having charge of the limited partnership department of his office, duplicate
copies of such process, notice or demand. In the event any such process, notice
or demand is served on the Secretary of State, he shall immediately cause one
of the copies thereof to be forwarded by registered or certified mail, addressed
to the limited partnership at its registered office. Any such limited
partnership so served shall be in court for all purposes from and after the
date of such service on the Secretary of State.
(d) The
Secretary of State shall keep a record of all processes, notices and demands
served upon him under this section, and shall record therein the time of such
service and his action with reference thereto.
(e) Nothing
herein contained shall limit or affect the right to serve any process, notice or
demand required or permitted by law to be served upon a limited partnership in
any other manner now or hereafter permitted by law."
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. 59-105.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; the
agent must be an individual resident of this State, a domestic corporation, or
a foreign corporation having a place of business in, and authorized to do
business in this State;
…
(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. Whenever a foreign limited partnership shall fail to appoint or
maintain a registered agent in this State, or whenever its registered agent
cannot with due diligence be found at the registered office, then the Secretary
of State shall be an agent of such foreign limited partnership upon whom any
such process, notice, or demand may be served. Service on the Secretary of
State of any such process, notice, or demand shall be made by delivering to and
leaving with him, or with any clerk having charge of the limited partnership department
of his office, duplicate copies of such process, notice or demand. In the event
any such process, notice or demand is served on the Secretary of State, he
shall immediately cause one of the copies thereof to be forwarded by registered
or certified mail, addressed to the foreign limited partnership at its
registered office. Any such foreign limited partnership so served shall be in
court for all purposes from and after the date of such service on the Secretary
of State.
(d) The
Secretary of State shall keep a record of all processes, notices and demands
served upon him under this section, and shall record therein the time of such
service and his action with reference thereto.
(e) Nothing
herein contained shall limit or affect the right to serve any process notice or
demand required or permitted by law to be served upon a foreign limited
partnership in any other manner now or hereafter permitted by law."
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.The registered agent of a registered limited liability
partnership for service of process must be (i) an individual who is a resident
of this State and whose business office is identical with the registered
office; (ii) a domestic corporation, nonprofit corporation, or limited
liability company whose business office is identical with the registered
office; or (iii) a foreign corporation, nonprofit corporation, or limited
liability company authorized to transact business or conduct affairs in this
State whose business office is identical with the registered office. The sole
duty of the registered agent to the registered limited liability partnership is
to forward to the registered limited liability partnership at its last known
address any notice, process, or demand that is served on the registered agent."
SECTION 51.(b) G.S. 59-91(b) reads as rewritten:
"(b) The registered
agent of a foreign limited liability partnership for service of process must be
(i) an individual who is a resident of this State and whose business office is
identical with the registered office; (ii) a domestic corporation, nonprofit
corporation, or limited liability company whose business office is identical
with the registered office; or (iii) a foreign corporation, nonprofit
corporation, or limited liability company authorized to transact business in
this State whose business office is identical with the registered office. The
sole duty of the registered agent to the foreign limited liability partnership
is to forward to the foreign limited liability partnership at its last known
address any notice, process, or demand that is served on the registered agent.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.
s/ Beverly E. Perdue
President of the Senate
s/ James B. Black
Speaker of the House of Representatives
s/ Michael F. Easley
Governor
Approved 11:43 a.m. this 10th day of August, 2001