The General Assembly passed three bills during the 2010 Legislative Session which
affected the Business Entity Filings at the NC Secretary of State’s Office, they
Click on the Session law above for a summary of the changes affecting this office.
- Session Law 2001-390 (House Bill 1073)Effective August 26, 2001,this law removes
the five-year limitation on reinstatement from administrative dissolution for several
types of business entities, including business corporations and limited liability
companies. This Bill permits the Secretary of State to reinstate an administratively
dissolved entity at any time if the entity files an Application for Reinstatement
from Administrative Dissolution and meets other statutory requirements.The name
of an administratively dissolved entity that has not applied for reinstatement becomes
available for use by another entity at the expiration of five years from the effective
date of the administrative dissolution. If the name of an administratively dissolved
entity is used by another entity following that time, the administratively dissolved
entity must change its name before it may be reinstated.
You may review the full text of House Bill 1073 by clicking here.
- Session Law 2001-358 (House Bill 385)Effective January 1, 2002, this law amends
the General Statutes to create a new Chapter 55D and consolidate in one place various
provisions that either duplicate or closely track each other in Chapters 55, 55A,
57D and 59 relating to corporations, nonprofit corporations, limited liability companies,
limited partnerships and registered limited liability partnerships.The provisions
that are covered by the Bill fall into three different categories: (1) requirements
for filing documents with the Secretary of State, (2) formal requirements for entity
name availability, and (3) requirements for maintaining a registered office and
registered agent in each of the affected chapters.(Note that the effective date
of House Bill 385 was amended and delayed to January 1, 2002 by Senate Bill 842.)
You may review the full text of House Bill 385 by clicking here.
- Session Law 2001-387 (Senate Bill 842) Effective January 1, 2002, this law makes
changes to the North Carolina Business Corporation Act, Nonprofit Corporation Act,
Limited Liability Company Act and the laws governing various forms of partnerships.
These changes include conforming changes for corporations to operate under the Uniform
Electronic Transaction Act, amendments to the law to allow majority shareholder
action without meeting for closely held corporations, amendments involving the formation
and organization of limited liability companies, creation of a limited liability
limited partnership, amendments allowing corporations to convert to non-corporate
business entities, amendments permitting North Carolina business entities to convert
to foreign entities, standardization of business entity definitions, standardization
of provisions relating to service of process on the Secretary of State, and changes
to the tax law to conform tax treatment for various business entities.
You may review the full text of Senate Bill 842 by clicking here.
During the 1999 General Assembly three bills were passed that impact filings in
the Corporations Division and are of interest to our customers. Below is a brief
synopsis of each bill and the effective date. You may click on the appropriate link
to review the full text of the bill.
- Senate Bill 660: Revised Limited Liability Company Act Senate Bill 660 makes a number
of changes to Chapter 57D of the North Carolina Limited Liability Company Act. An
LLC may now be perpetual in duration and organized for a nonprofit purpose. There
are various changes to the articles of organization, articles of amendment and to
restated articles. Effective Date: June 18, 1999
You may review the full text of Senate Bill 660 by clicking here.
- Senate Bill 835: Revised Law Governing Mergers This bill creates mechanisms for
business and nonprofit corporations, limited liability companies, general partnerships,
limited partnerships and limited liability partnerships to merge with one another.
Effective Date: December 15, 1999
You may review the full text of Senate Bill 835 by clicking here.
- Senate Bill 297: Limited Partnership/Professional Liability Changes This bill clarifies
the liability of members in general partnerships, limited partnerships and limited
liability partnerships. Changes to Chapter 59 as it relates to limited liability
partnerships are more significant. The registration fee has been increased from
$100 to $125. In addition, LLPs will no longer file an annual renewal, but will
be required to file an annual report each year. The due date for the annual report
is the fifteenth day of the fourth month after the end of the fiscal year. There
is a $200 fee for the annual report. Effective Date: January 1, 2000
You may review the full text of Senate Bill 297 by clicking here.
The 1997 session of the North Carolina General Assembly brought many changes in
the statutes that govern incorporating in North Carolina. The following is a brief
synopsis of those changes.
You may review the full text of House Bill 157 by clicking here.
This Act: Changes the length of time a corporation has to reinstate after
administrative dissolution from two years to five years; Clarifies the correction
procedures for articles; Clarifies the restatement of LLC Articles of Organization
and Cancellation of Articles of Dissolution; States the criteria for the availability
of an LLC name; Authorizes facsimile signature for Limited Partnership documents;
Modifies the definition of foreign professional corporations; Eliminates the twenty
day time limit on the effective dates of correction and cancellations of Certificate
of Limited Partnerships; Allows single member LLC to be formed; and Permits a parent
corporation to merge into a subsidiary under certain conditions.