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Legislation, Statutes, and Administrative Code

2017 Legislative Session
Session Law 2017-90 - Veteran-Owned Small Business Designation on Annual Report

Senate Bill 578 allows for business corporations to voluntarily indicate on the business corporation annual report already filed with the Secretary of State’s Office or the Department of Revenue whether the company is a veteran-owned small business or a service-disabled veteran-owned small business.

Definitions for what a “service-disabled veteran,” service-disabled veteran-owned small business,” “veteran,” and “veteran-owned small business” were added to Section 55-1-40.

The effective date is for any document filed on or after January 2, 2018.

Session Law 2017-23 - Assumed Name Act Implementation Postponed

A new Article created the revised Assumed Name Act, Article 14A of Chapter 66 which was passed by Session Law 2016-100, with funding being a condition to the stated effective date. The General Assembly funded the program and passed a bill postponing the effective date of the new Act until December 1, 2017. The provisions of former Article 14 of Chapter 66 of the General Statutes shall continue to apply until that time.

2016 Session Laws
Session laws 2016;

Session Law 2016-100 - Assumed Name Act Summary of Changes:
  • An Assumed Name Certificate (d/b/a) has to be filed at the Register of Deeds Office in only one county in which the business is doing business.
  • If the entity ceases to use the assumed name in business, the entity is to file a withdrawal of assumed business name.
  • A searchable database is to be maintained by the Secretary of State.
  • The Register of Deeds Offices will need to upload the filing with image and index standards to the database maintained by the Secretary of State’s Office.
  • Forms are to be developed by the Land Records Management Advisory Committee and may be provided by the Register of Deeds Office and the Secretary of State’s Office.
  • All Certificates of Assumed Name filed under the old law will expire July 1, 2022. At least one person listed as an owner of the business in a certificate of assumed name under the old law must file an assumed business name certificate before the certificate of assumed name expires if the entity wants to continue doing business under the assumed name.
  • The searchable database will consist of any new assumed name filings on or after December 1, 2017.
2013-2014 Session Laws
Session laws 2013-2014
Summary of Legislative Changes - 2010
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 are:
  • Session Law 2010-31: Annual Report Due Date Changes;
  • Session Law 2010-118: Changes to Chapter 36D “The Community Trust Act”.
  • Session Law 2010-187: Chapter 57D “Limited Liability Company Act” amended by adding a new subsection authorizing the creation of L3C entities (low profit limited liability companies.)
Legislative Fee Changes - 2007
Effective September 1, 2007, Annual Report Fee Changes Business Corporation
Summary of Legislative Changes - 2001
  • 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.
Summary of Legislative Changes - 1999
During the 1999 General Assembly three bills were passed that impact filings in the Business Registration 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.
Summary of Legislative Changes - 1997
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.
  • House Bill 157: 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.
  • House Bill 727: Increases certain corporate filing fees; Transfers the requirement for filing of annual reports in most instances to the Department of Revenue; Changes the due date for filing annual reports to the deadline for filing corporate franchise and income tax returns.
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