27 | | - | (a) Definitions. As used in this section, the following terms have the following meanings: 15 |
---|
28 | | - | (1) Armed Forces. – The United States Air Force, Army, Coast Guard, Marine 16 |
---|
29 | | - | Corps, Navy, or Space Force, or any reserve component of the foregoing. 17 |
---|
30 | | - | (2) Deployed member. – A member of the Armed Forces who is removed from 18 |
---|
31 | | - | his or her county of residence pursuant to an official order for a deployment 19 |
---|
32 | | - | period that ends on or after the ninetieth day preceding the due date of the 20 |
---|
33 | | - | annual report required by G.S. 55-16-22. 21 |
---|
34 | | - | (b) Notwithstanding G.S. 55-16-22, an annual report is deemed timely filed if it is filed 22 |
---|
35 | | - | by a domestic or foreign corporation (i) in which more than fifty percent (50%) of the ownership 23 |
---|
36 | | - | interest is owned by one or more deployed members and (ii) within 90 days of the end of the 24 |
---|
37 | | - | deployment period. The following provisions apply: 25 |
---|
38 | | - | (1) Prior to the start of the deployment, the corporation shall file electronically 26 |
---|
39 | | - | with the Secretary of State a sworn affidavit of deployment executed by the 27 |
---|
40 | | - | deployed member that includes the following information: 28 |
---|
41 | | - | a. The full name of the deployed member. 29 |
---|
42 | | - | b. The name of the corporation and the state under whose law it is 30 |
---|
43 | | - | incorporated. 31 |
---|
44 | | - | c. The percentage ownership interest in the corporation currently held by 32 |
---|
45 | | - | the deployed member. 33 |
---|
46 | | - | d. The expected start and end dates of the deployment. 34 General Assembly Of North Carolina Session 2025 |
---|
47 | | - | Page 2 House Bill 250-Third Edition |
---|
48 | | - | e. A statement either certifying that the information contained in the most 1 |
---|
49 | | - | recently filed annual report has not changed or setting forth the 2 |
---|
50 | | - | updated information required by G.S. 55-16-22(a3)(2) through (5). 3 |
---|
51 | | - | (2) In the event the deployment is extended beyond the date stated in the affidavit 4 |
---|
52 | | - | of deployment, the corporation shall file electronically with the Secretary of 5 |
---|
53 | | - | State, within 180 days of the end date stated in the affidavit of deployment 6 |
---|
54 | | - | filed with the Secretary of State pursuant to subdivision (1) of this subsection, 7 |
---|
55 | | - | a sworn affidavit of extended deployment by an authorized representative of 8 |
---|
56 | | - | the corporation that includes the following information: 9 |
---|
57 | | - | a. The title or position in the corporation held by the affiant. 10 |
---|
58 | | - | b. The full name of the deployed member. 11 |
---|
59 | | - | c. The name of the corporation and the state under whose law it is 12 |
---|
60 | | - | incorporated. 13 |
---|
61 | | - | d. The percentage ownership interest in the corporation currently held by 14 |
---|
62 | | - | the deployed member. 15 |
---|
63 | | - | e. The expected end date of the extended deployment. 16 |
---|
64 | | - | f. A statement either certifying that the information contained in the most 17 |
---|
65 | | - | recently filed annual report has not changed or setting forth the 18 |
---|
66 | | - | updated information required by G.S. 55-16-22(a3)(2) through (5). 19 |
---|
67 | | - | (3) The due date of the corporation's next annual report is the ninetieth day 20 |
---|
68 | | - | following the end date stated in the affidavit of deployment filed pursuant to 21 |
---|
69 | | - | subdivision (1) of this subsection; provided, however, that if the deployment 22 |
---|
70 | | - | is extended, the due date of the corporation's annual report is the ninetieth day 23 |
---|
71 | | - | following the end date stated in the affidavit of extended deployment filed 24 |
---|
72 | | - | pursuant to subdivision (2) of this subsection. 25 |
---|
73 | | - | (4) The grounds for dissolution under G.S. 55-14-20 apply to corporations that 26 |
---|
74 | | - | are subject to this section only if the period of delinquency for the applicable 27 |
---|
75 | | - | ground is 180 days or more past the end date stated in the affidavit of 28 |
---|
76 | | - | deployment filed with the Secretary of State pursuant to subdivision (1) of this 29 |
---|
77 | | - | subsection. 30 |
---|
78 | | - | (c) Any fees required by G.S. 55-1-22 for documents filed pursuant to subsection (b) of 31 |
---|
79 | | - | this section are waived." 32 |
---|
80 | | - | SECTION 2.(a) G.S. 57D-2-24 reads as rewritten: 33 |
---|
81 | | - | "§ 57D-2-24. Annual report for Secretary of State. 34 |
---|
82 | | - | (a) Excluding professional limited liability companies governed by G.S. 57D-2-02, 35 |
---|
83 | | - | G.S. 57D-2-02 and except as provided in G.S. 57D-2-26, each LLC and each foreign LLC 36 |
---|
84 | | - | authorized to transact business in this State must deliver to the Secretary of State for filing annual 37 |
---|
85 | | - | reports on a form prescribed by, and in the manner required by, the Secretary of State and as 38 |
---|
86 | | - | otherwise provided in subsection (b) of this section. Each annual report must specify the year for 39 |
---|
87 | | - | which the report applies and provide the information required by this subsection. The information 40 |
---|
88 | | - | must be current as of the date the limited liability company completes the report. If the 41 |
---|
89 | | - | information in the limited liability company's most recent annual report has not changed, the 42 |
---|
90 | | - | limited liability company may certify in its annual report that the information has not changed in 43 |
---|
91 | | - | lieu of restating the information. 44 |
---|
92 | | - | The following information must be included in each annual report: 45 |
---|
93 | | - | (1) The name of the limited liability company and, in the case of a foreign LLC, 46 |
---|
94 | | - | any different name that the foreign LLC is authorized under Article 3 of 47 |
---|
95 | | - | Chapter 55D of the General Statutes to use to transact business in this State, 48 |
---|
96 | | - | as provided in the foreign LLC's certificate of authority. 49 |
---|
97 | | - | (2) In the case of a foreign LLC, the name of the jurisdiction under whose law the 50 |
---|
98 | | - | foreign LLC is organized. 51 General Assembly Of North Carolina Session 2025 |
---|
99 | | - | House Bill 250-Third Edition Page 3 |
---|
100 | | - | (3) The street address, and the mailing address if different from the street address, 1 |
---|
101 | | - | of the limited liability company's registered office in the State, the county in 2 |
---|
102 | | - | which the registered office is located, the name of its registered agent at that 3 |
---|
103 | | - | office, and a statement of any change of the registered office or registered 4 |
---|
104 | | - | agent. 5 |
---|
105 | | - | (4) The address and telephone number of its principal office. 6 |
---|
106 | | - | (5) The names, titles, and business addresses of the limited liability company's 7 |
---|
107 | | - | principal company officials. 8 |
---|
108 | | - | (6) A brief description of the nature of its business. 9 |
---|
109 | | - | …." 10 |
---|
110 | | - | SECTION 2.(b) Article 2 of Chapter 57D of the General Statutes is amended by 11 |
---|
111 | | - | adding a new section to read: 12 |
---|
112 | | - | "§ 57D-2-26. Exemptions for LLCs owned by deployed members of the Armed Forces. 13 |
---|
113 | | - | (a) Definitions. As used in this section, the following terms have the following meanings: 14 |
---|
114 | | - | (1) Armed Forces. – The United States Air Force, Army, Coast Guard, Marine 15 |
---|
115 | | - | Corps, Navy, or Space Force, or any reserve component of the foregoing. 16 |
---|
116 | | - | (2) Deployed member. – A member of the Armed Forces who is removed from 17 |
---|
117 | | - | his or her county of residence pursuant to an official order for a deployment 18 |
---|
118 | | - | period that ends on or after the ninetieth day preceding the due date of the 19 |
---|
119 | | - | annual report required by G.S. 57D-2-24. 20 |
---|
120 | | - | (b) Notwithstanding G.S. 57D-2-24, an annual report is deemed timely filed if it is filed 21 |
---|
121 | | - | by an LLC or foreign LLC (i) in which more than fifty percent (50%) of the ownership interest 22 |
---|
122 | | - | is owned by one or more deployed members and (ii) by April 15 of the year immediately 23 |
---|
123 | | - | following the end of the deployment period. The following provisions apply: 24 |
---|
124 | | - | (1) Prior to the start of the deployment, the LLC or foreign LLC shall file 25 |
---|
125 | | - | electronically with the Secretary of State a sworn affidavit of deployment 26 |
---|
126 | | - | executed by the deployed member that includes the following information: 27 |
---|
127 | | - | a. The full name of the deployed member. 28 |
---|
128 | | - | b. The name of the LLC or foreign LLC and, for a foreign LLC, any 29 |
---|
129 | | - | different name under which the foreign LLC is authorized to transact 30 |
---|
130 | | - | business in this State, and the name of the jurisdiction under whose 31 |
---|
131 | | - | law the foreign LLC is organized. 32 |
---|
132 | | - | c. The percentage ownership interest in the LLC or foreign LLC 33 |
---|
133 | | - | currently held by the deployed member. 34 |
---|
134 | | - | d. The expected start and end dates of the deployment. 35 |
---|
135 | | - | e. A statement either certifying that the information contained in the most 36 |
---|
136 | | - | recently filed annual report has not changed or setting forth the 37 |
---|
137 | | - | updated information required by G.S. 57D-2-24. 38 |
---|
138 | | - | (2) In the event the deployment is extended beyond the date stated in the affidavit 39 |
---|
139 | | - | of deployment, the LLC or foreign LLC shall file electronically with the 40 |
---|
140 | | - | Secretary of State, within 180 days of the end date stated in the affidavit of 41 |
---|
141 | | - | deployment filed with the Secretary of State pursuant to subdivision (1) of this 42 |
---|
142 | | - | subsection, a sworn affidavit of extended deployment by an authorized 43 |
---|
143 | | - | representative of the corporation that includes the following information: 44 |
---|
144 | | - | a. The title or position in the LLC or foreign LLC held by the affiant. 45 |
---|
145 | | - | b. The full name of the deployed member. 46 |
---|
146 | | - | c. The name of the LLC or foreign LLC and, for a foreign LLC, any 47 |
---|
147 | | - | different name under which the foreign LLC is authorized to transact 48 |
---|
148 | | - | business in this State, and the name of the jurisdiction under whose 49 |
---|
149 | | - | law the foreign LLC is organized. 50 General Assembly Of North Carolina Session 2025 |
---|
150 | | - | Page 4 House Bill 250-Third Edition |
---|
151 | | - | d. The percentage ownership interest in the LLC or foreign LLC 1 |
---|
152 | | - | currently held by the deployed member. 2 |
---|
153 | | - | e. The expected end date of the extended deployment. 3 |
---|
154 | | - | f. A statement either certifying that the information contained in the most 4 |
---|
155 | | - | recently filed annual report has not changed or setting forth the 5 |
---|
156 | | - | updated information required by G.S. 57D-2-24. 6 |
---|
157 | | - | (3) The due date of the LLC's or foreign LLC's next annual report is the ninetieth 7 |
---|
158 | | - | day following the end date stated in the affidavit of deployment filed pursuant 8 |
---|
159 | | - | to subdivision (1) of this subsection; provided, however, that if the 9 |
---|
160 | | - | deployment is extended, the due date of the corporation's annual report is the 10 |
---|
161 | | - | ninetieth day following the end date stated in the affidavit of extended 11 |
---|
162 | | - | deployment filed pursuant to subdivision (2) of this subsection. 12 |
---|
163 | | - | (4) The grounds for dissolution under G.S. 57D-6-06 apply to LLCs and foreign 13 |
---|
164 | | - | LLCs that are subject to this section only if the period of delinquency for the 14 |
---|
165 | | - | applicable ground is 180 days or more past the end date stated in the affidavit 15 |
---|
166 | | - | of deployment filed with the Secretary of State pursuant to subdivision (1) of 16 |
---|
167 | | - | this subsection. 17 |
---|
168 | | - | (c) Any fees required by G.S. 57D-1-22 for documents filed pursuant to subsection (b) 18 |
---|
169 | | - | this section are waived." 19 |
---|
170 | | - | SECTION 3.(a) G.S. 59-84.4 reads as rewritten: 20 |
---|
171 | | - | "§ 59-84.4. Annual report for Secretary of State. 21 |
---|
172 | | - | (a) Each Except as provided in G.S. 59-84.6, each registered limited liability partnership 22 |
---|
173 | | - | and each foreign limited liability partnership authorized to transact business in this State shall 23 |
---|
174 | | - | deliver to the Secretary of State for filing an annual report, in a form prescribed by the Secretary 24 |
---|
175 | | - | of State, that sets forth all of the following: 25 |
---|
176 | | - | (1) The name of the registered limited liability partnership or foreign limited 26 |
---|
177 | | - | liability partnership and the state or country under whose law it is formed. 27 |
---|
178 | | - | (2) The street address, and the mailing address if different from the street address, 28 |
---|
179 | | - | of the registered office, the county in which the registered office is located, 29 |
---|
180 | | - | and the name of its registered agent at that office in this State, and a statement 30 |
---|
181 | | - | of any change of the registered office or registered agent, or both. 31 |
---|
182 | | - | (3) The street address and telephone number of its principal office. 32 |
---|
183 | | - | (4) A brief description of the nature of its business. 33 |
---|
184 | | - | (5) The fiscal year end of the partnership. 34 |
---|
185 | | - | If the information contained in the most recently filed annual report has not changed, a 35 |
---|
186 | | - | certification to that effect may be made instead of setting forth the information required by 36 |
---|
187 | | - | subdivisions (2) through (4) of this subsection. The Secretary of State shall make available the 37 |
---|
188 | | - | form required to file an annual report. 38 |
---|
189 | | - | …." 39 |
---|
190 | | - | SECTION 3.(b) Article 3B of Chapter 59 of the General Statutes is amended by 40 |
---|
191 | | - | adding a new section to read: 41 |
---|
192 | | - | "§ 59-84.6. Exemptions for limited liability partnerships owned by deployed members of 42 |
---|
193 | | - | the Armed Forces. 43 |
---|
194 | | - | (a) Definitions. As used in this section, the following terms have the following meanings: 44 |
---|
195 | | - | (1) Armed Forces. – The United States Air Force, Army, Coast Guard, Marine 45 |
---|
196 | | - | Corps, Navy, or Space Force, or any reserve component of the foregoing. 46 |
---|
197 | | - | (2) Deployed member. – A member of the Armed Forces who is removed from 47 |
---|
198 | | - | his or her county of residence pursuant to an official order for a deployment 48 |
---|
199 | | - | period that ends on or after the ninetieth day preceding the due date of the 49 |
---|
200 | | - | annual report required by G.S. 59-84.4. 50 General Assembly Of North Carolina Session 2025 |
---|
201 | | - | House Bill 250-Third Edition Page 5 |
---|
202 | | - | (b) Notwithstanding G.S. 59-84.4, an annual report is deemed timely filed if it is filed by 1 |
---|
203 | | - | a registered or foreign limited liability partnership (i) in which more than fifty percent (50%) of 2 |
---|
204 | | - | the ownership interest is owned by one or more deployed members and (ii) within 90 days of the 3 |
---|
205 | | - | end of the deployment period. The following provisions apply: 4 |
---|
206 | | - | (1) Prior to the start of the deployment, the registered or foreign limited liability 5 |
---|
207 | | - | partnership shall file electronically with the Secretary of State a sworn 6 |
---|
208 | | - | affidavit of deployment executed by the deployed member that includes the 7 |
---|
209 | | - | following information: 8 |
---|
210 | | - | a. The full name of the deployed member. 9 |
---|
211 | | - | b. The name of the registered or foreign limited liability partnership and 10 |
---|
212 | | - | the state or country under whose law it is formed. 11 |
---|
213 | | - | c. The percentage ownership interest in the registered or foreign limited 12 |
---|
214 | | - | liability partnership currently held by the deployed member. 13 |
---|
215 | | - | d. The expected start and end dates of the deployment. 14 |
---|
216 | | - | e. A statement either certifying that the information contained in the most 15 |
---|
217 | | - | recently filed annual report has not changed or setting forth the 16 |
---|
218 | | - | updated information required by G.S. 59-84.4(a)(2) through (5). 17 |
---|
219 | | - | (2) In the event the deployment is extended beyond the date stated in the affidavit 18 |
---|
220 | | - | of deployment, the registered or foreign limited liability partnership shall file 19 |
---|
221 | | - | electronically with the Secretary of State, within 180 days of the end date 20 |
---|
222 | | - | stated in the affidavit of deployment filed with the Secretary of State pursuant 21 |
---|
223 | | - | to subdivision (1) of this subsection, a sworn affidavit of extended deployment 22 |
---|
224 | | - | by an authorized representative of the registered or foreign limited liability 23 |
---|
225 | | - | partnership that includes the following information: 24 |
---|
226 | | - | a. The title or position in the registered or foreign limited liability 25 |
---|
227 | | - | partnership held by the affiant. 26 |
---|
228 | | - | b. The full name of the deployed member. 27 |
---|
229 | | - | c. The name of the registered or foreign limited liability partnership and 28 |
---|
230 | | - | the state or country under whose law it is formed. 29 |
---|
231 | | - | d. The percentage ownership interest in the registered or foreign limited 30 |
---|
232 | | - | liability partnership currently held by the deployed member. 31 |
---|
233 | | - | e. The expected end date of the extended deployment. 32 |
---|
234 | | - | f. A statement either certifying that the information contained in the most 33 |
---|
235 | | - | recently filed annual report has not changed or setting forth the 34 |
---|
236 | | - | updated information required by G.S. 59-84.4(a)(2) through (5). 35 |
---|
237 | | - | (3) The due date of the registered or foreign limited liability partnership's next 36 |
---|
238 | | - | annual report is the ninetieth business day following the end date stated in the 37 |
---|
239 | | - | affidavit of deployment filed pursuant to subdivision (1) of this subsection; 38 |
---|
240 | | - | provided, however, that if the deployment is extended, the due date of the 39 |
---|
241 | | - | registered or foreign limited liability partnership's annual report is the 40 |
---|
242 | | - | ninetieth day following the end date stated in the affidavit of extended 41 |
---|
243 | | - | deployment filed pursuant to subdivision (2) of this subsection. 42 |
---|
244 | | - | (4) The grounds for revocation of registration under G.S. 59-84.4(f) apply to 43 |
---|
245 | | - | registered and foreign limited liability partnerships that are subject to this 44 |
---|
246 | | - | section only if the period of delinquency for the applicable ground is 180 days 45 |
---|
247 | | - | or more past the end date stated in the affidavit of deployment filed with the 46 |
---|
248 | | - | Secretary of State pursuant to subdivision (1) of this subsection. 47 |
---|
249 | | - | (c) Any fees required by G.S. 59-35.2 for documents filed pursuant to subsection (b) of 48 |
---|
250 | | - | this section are waived." 49 |
---|
251 | | - | SECTION 4. G.S. 132-1.2 reads as rewritten: 50 |
---|
252 | | - | "§ 132-1.2. Confidential information. 51 General Assembly Of North Carolina Session 2025 |
---|
253 | | - | Page 6 House Bill 250-Third Edition |
---|
254 | | - | Nothing in this Chapter shall be construed to require or authorize a public agency or its 1 |
---|
255 | | - | subdivision to disclose any information that: 2 |
---|
256 | | - | … 3 |
---|
257 | | - | (11) Reveals information contained in an affidavit of deployment or an affidavit of 4 |
---|
258 | | - | extended deployment filed with the Secretary of State pursuant to 5 |
---|
259 | | - | G.S. 55-16-22.3, 57D-2-26, or 59-84.6." 6 |
---|
260 | | - | SECTION 5. The Secretary of State shall make available the form or forms needed 7 |
---|
261 | | - | for the affidavit of deployment and affidavit of extended deployment required by this act and 8 |
---|
262 | | - | shall take any other action necessary to allow business entities to begin filing pursuant to this act 9 |
---|
263 | | - | on October 1, 2025. 10 |
---|
264 | | - | SECTION 6. Sections 1 through 4 of this act become effective October 1, 2025. The 11 |
---|
265 | | - | remainder of this act is effective when it becomes law. 12 |
---|
| 26 | + | (a) For the purposes of this section, a deployed member of the Armed Forces is a member 15 |
---|
| 27 | + | of the United States Air Force, Army, Coast Guard, Marine Corps, or Navy, or a member of any 16 |
---|
| 28 | + | reserve component, who is removed from his or her county of residence pursuant to an official 17 |
---|
| 29 | + | order for a deployment period that ends on or after the ninetieth day preceding the due date of 18 |
---|
| 30 | + | the annual report required by G.S. 55-16-22. 19 |
---|
| 31 | + | (b) Notwithstanding G.S. 55-16-22, an annual report is deemed timely filed if it is filed 20 |
---|
| 32 | + | by a domestic or foreign corporation (i) in which more than fifty percent (50%) of the ownership 21 |
---|
| 33 | + | interest is owned by one or more deployed members of the Armed Forces and (ii) within 90 days 22 |
---|
| 34 | + | of the end of the deployment period. The following provisions apply: 23 |
---|
| 35 | + | (1) Prior to the start of the deployment, the corporation shall file notice of 24 |
---|
| 36 | + | deployment with the Secretary of State in electronic or paper form as 25 |
---|
| 37 | + | prescribed by the Secretary of State. The notice shall include the following: 26 |
---|
| 38 | + | a. The name of the corporation and the state under whose law it is 27 |
---|
| 39 | + | incorporated. 28 |
---|
| 40 | + | b. A copy of the orders for deployment or written verification from the 29 |
---|
| 41 | + | commanding officer. 30 |
---|
| 42 | + | c. A statement either certifying that the information contained in the most 31 |
---|
| 43 | + | recently filed annual report has not changed or setting forth the 32 |
---|
| 44 | + | updated information required by G.S. 55-16-22(a3)(2) through (5). 33 |
---|
| 45 | + | (2) The due date of the corporation's next annual report is the ninetieth business 34 |
---|
| 46 | + | day following the end of the deployment. If the deployment is extended, the 35 |
---|
| 47 | + | corporation's annual report is due the ninetieth business day following the end 36 General Assembly Of North Carolina Session 2025 |
---|
| 48 | + | Page 2 House Bill 250-Second Edition |
---|
| 49 | + | of the extension period. At the time of filing, the corporation may submit a 1 |
---|
| 50 | + | copy of orders or written verification from the commanding officer of the 2 |
---|
| 51 | + | extension period, and the report is retroactively deemed timely filed. 3 |
---|
| 52 | + | (3) The grounds for dissolution under G.S. 55-14-20 apply to corporations that 4 |
---|
| 53 | + | are subject to this section only if the period of delinquency for the applicable 5 |
---|
| 54 | + | ground is 180 days or more past the end of the deployment period indicated 6 |
---|
| 55 | + | in the documentation provided to the Secretary of State under this section. 7 |
---|
| 56 | + | (c) Any fees required by G.S. 55-1-22 for documents filed under subdivision (b)(1) of 8 |
---|
| 57 | + | this section are waived. Additionally, the fee required by G.S. 55-1-22 for the annual report due 9 |
---|
| 58 | + | on the ninetieth business day following the end of deployment under subdivision (b)(2) of this 10 |
---|
| 59 | + | section is waived." 11 |
---|
| 60 | + | SECTION 2.(a) G.S. 57D-2-24 reads as rewritten: 12 |
---|
| 61 | + | "§ 57D-2-24. Annual report for Secretary of State. 13 |
---|
| 62 | + | (a) Excluding professional limited liability companies governed by G.S. 57D-2-02, 14 |
---|
| 63 | + | G.S. 57D-2-02 and except as provided in G.S. 57D-2-26, each LLC and each foreign LLC 15 |
---|
| 64 | + | authorized to transact business in this State must deliver to the Secretary of State for filing annual 16 |
---|
| 65 | + | reports on a form prescribed by, and in the manner required by, the Secretary of State and as 17 |
---|
| 66 | + | otherwise provided in subsection (b) of this section. Each annual report must specify the year for 18 |
---|
| 67 | + | which the report applies and provide the information required by this subsection. The information 19 |
---|
| 68 | + | must be current as of the date the limited liability company completes the report. If the 20 |
---|
| 69 | + | information in the limited liability company's most recent annual report has not changed, the 21 |
---|
| 70 | + | limited liability company may certify in its annual report that the information has not changed in 22 |
---|
| 71 | + | lieu of restating the information. 23 |
---|
| 72 | + | The following information must be included in each annual report: 24 |
---|
| 73 | + | (1) The name of the limited liability company and, in the case of a foreign LLC, 25 |
---|
| 74 | + | any different name that the foreign LLC is authorized under Article 3 of 26 |
---|
| 75 | + | Chapter 55D of the General Statutes to use to transact business in this State, 27 |
---|
| 76 | + | as provided in the foreign LLC's certificate of authority. 28 |
---|
| 77 | + | (2) In the case of a foreign LLC, the name of the jurisdiction under whose law the 29 |
---|
| 78 | + | foreign LLC is organized. 30 |
---|
| 79 | + | (3) The street address, and the mailing address if different from the street address, 31 |
---|
| 80 | + | of the limited liability company's registered office in the State, the county in 32 |
---|
| 81 | + | which the registered office is located, the name of its registered agent at that 33 |
---|
| 82 | + | office, and a statement of any change of the registered office or registered 34 |
---|
| 83 | + | agent. 35 |
---|
| 84 | + | (4) The address and telephone number of its principal office. 36 |
---|
| 85 | + | (5) The names, titles, and business addresses of the limited liability company's 37 |
---|
| 86 | + | principal company officials. 38 |
---|
| 87 | + | (6) A brief description of the nature of its business. 39 |
---|
| 88 | + | …." 40 |
---|
| 89 | + | SECTION 2.(b) Article 2 of Chapter 57D of the General Statutes is amended by 41 |
---|
| 90 | + | adding a new section to read: 42 |
---|
| 91 | + | "§ 57D-2-26. Exemptions for LLCs owned by deployed members of the Armed Forces. 43 |
---|
| 92 | + | (a) For the purposes of this section, a deployed member of the Armed Forces is a member 44 |
---|
| 93 | + | of the United States Air Force, Army, Coast Guard, Marine Corps, or Navy, or a member of any 45 |
---|
| 94 | + | reserve component, who is removed from his or her county of residence pursuant to an official 46 |
---|
| 95 | + | order for a deployment period that ends on or after the ninetieth day preceding the due date of 47 |
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| 96 | + | the annual report required by G.S. 57D-2-24. 48 |
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| 97 | + | (b) Notwithstanding G.S. 57D-2-24, an annual report is deemed timely filed if it is filed 49 |
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| 98 | + | by an LLC or foreign LLC (i) in which more than fifty percent (50%) of the ownership interest 50 General Assembly Of North Carolina Session 2025 |
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| 99 | + | House Bill 250-Second Edition Page 3 |
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| 100 | + | is owned by one or more deployed members of the Armed Forces and (ii) by April 15 of the year 1 |
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| 101 | + | immediately following the end of the deployment period. The following provisions apply: 2 |
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| 102 | + | (1) Prior to the start of the deployment, the LLC or foreign LLC shall file notice 3 |
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| 103 | + | of deployment with the Secretary of State in electronic or paper form as 4 |
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| 104 | + | prescribed by the Secretary of State. The notice shall include the following: 5 |
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| 105 | + | a. The name of the LLC or foreign LLC and, for a foreign LLC, any 6 |
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| 106 | + | different name under which the foreign LLC is authorized to transact 7 |
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| 107 | + | business in this State, and the name of the jurisdiction under whose 8 |
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| 108 | + | law the foreign LLC is organized. 9 |
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| 109 | + | b. A copy of the orders for deployment or written verification from the 10 |
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| 110 | + | commanding officer. 11 |
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| 111 | + | c. A statement either certifying that the information contained in the most 12 |
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| 112 | + | recently filed annual report has not changed or setting forth the 13 |
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| 113 | + | updated information required by G.S. 57D-2-24. 14 |
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| 114 | + | (2) The due date of the LLC's or foreign LLC's next annual report is April 15 of 15 |
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| 115 | + | the year immediately following the end of the deployment. 16 |
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| 116 | + | (3) If the extension of a deployment results in the annual report being deemed 17 |
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| 117 | + | delinquent, the LLC or foreign LLC may submit a copy of orders or written 18 |
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| 118 | + | verification from the commanding officer of the original deployment and 19 |
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| 119 | + | extension period at the time the annual report is submitted. The report is 20 |
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| 120 | + | retroactively deemed timely filed, and any adverse action taken by the 21 |
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| 121 | + | Secretary of State shall be reversed. 22 |
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| 122 | + | (4) The grounds for dissolution under G.S. 57D-6-06 apply to LLCs and foreign 23 |
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| 123 | + | LLCs that are subject to this section only if the period of delinquency for the 24 |
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| 124 | + | applicable ground is 180 days or more past the end of the deployment period 25 |
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| 125 | + | indicated in the documentation provided to the Secretary of State under this 26 |
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| 126 | + | section. 27 |
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| 127 | + | (c) Any fees required by G.S. 57D-1-22 for documents filed under subdivision (b)(1) of 28 |
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| 128 | + | this section are waived. Additionally, the fee required by G.S. 57D-1-22 for the annual report 29 |
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| 129 | + | due April 15 of the year immediately following the end of deployment under subdivision (b)(2) 30 |
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| 130 | + | of this section is waived." 31 |
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| 131 | + | SECTION 3.(a) G.S. 59-84.4 reads as rewritten: 32 |
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| 132 | + | "§ 59-84.4. Annual report for Secretary of State. 33 |
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| 133 | + | (a) Each Except as provided in G.S. 59-84.6, each registered limited liability partnership 34 |
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| 134 | + | and each foreign limited liability partnership authorized to transact business in this State shall 35 |
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| 135 | + | deliver to the Secretary of State for filing an annual report, in a form prescribed by the Secretary 36 |
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| 136 | + | of State, that sets forth all of the following: 37 |
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| 137 | + | (1) The name of the registered limited liability partnership or foreign limited 38 |
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| 138 | + | liability partnership and the state or country under whose law it is formed. 39 |
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| 139 | + | (2) The street address, and the mailing address if different from the street address, 40 |
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| 140 | + | of the registered office, the county in which the registered office is located, 41 |
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| 141 | + | and the name of its registered agent at that office in this State, and a statement 42 |
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| 142 | + | of any change of the registered office or registered agent, or both. 43 |
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| 143 | + | (3) The street address and telephone number of its principal office. 44 |
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| 144 | + | (4) A brief description of the nature of its business. 45 |
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| 145 | + | (5) The fiscal year end of the partnership. 46 |
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| 146 | + | If the information contained in the most recently filed annual report has not changed, a 47 |
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| 147 | + | certification to that effect may be made instead of setting forth the information required by 48 |
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| 148 | + | subdivisions (2) through (4) of this subsection. The Secretary of State shall make available the 49 |
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| 149 | + | form required to file an annual report. 50 |
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| 150 | + | …." 51 General Assembly Of North Carolina Session 2025 |
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| 151 | + | Page 4 House Bill 250-Second Edition |
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| 152 | + | SECTION 3.(b) Article 3B of Chapter 59 of the General Statutes is amended by 1 |
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| 153 | + | adding a new section to read: 2 |
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| 154 | + | "§ 59-84.6. Exemptions for limited liability partnerships owned by deployed members of 3 |
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| 155 | + | the Armed Forces. 4 |
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| 156 | + | (a) For the purposes of this section, a deployed member of the Armed Forces is a member 5 |
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| 157 | + | of the United States Air Force, Army, Coast Guard, Marine Corps, or Navy, or a member of any 6 |
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| 158 | + | reserve component, who is removed from his or her county of residence pursuant to an official 7 |
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| 159 | + | order for a deployment period that ends on or after the ninetieth day preceding the due date of 8 |
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| 160 | + | the annual report required by G.S. 59-84.4. 9 |
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| 161 | + | (b) Notwithstanding G.S. 59-84.4, an annual report is deemed timely filed if it is filed by 10 |
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| 162 | + | a registered or foreign limited liability partnership (i) in which more than fifty percent (50%) of 11 |
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| 163 | + | the ownership interest is owned by one or more deployed members of the Armed Forces and (ii) 12 |
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| 164 | + | within 90 days of the end of the deployment period. The following provisions apply: 13 |
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| 165 | + | (1) Prior to the start of the deployment, the registered or foreign limited liability 14 |
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| 166 | + | partnership shall file notice of deployment with the Secretary of State in 15 |
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| 167 | + | electronic or paper form as prescribed by the Secretary of State. The notice 16 |
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| 168 | + | shall include the following: 17 |
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| 169 | + | a. The name of the registered or foreign limited liability partnership and 18 |
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| 170 | + | the state or country under whose law it is formed. 19 |
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| 171 | + | b. A copy of the orders for deployment or written verification from the 20 |
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| 172 | + | commanding officer. 21 |
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| 173 | + | c. A statement either certifying that the information contained in the most 22 |
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| 174 | + | recently filed annual report has not changed or setting forth the 23 |
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| 175 | + | updated information required by G.S. 59-84.4(a)(2) through (5). 24 |
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| 176 | + | (2) The due date of the registered or foreign limited liability partnership's next 25 |
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| 177 | + | annual report is the ninetieth business day following the end of the 26 |
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| 178 | + | deployment. If the deployment is extended, the corporation's annual report is 27 |
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| 179 | + | due the ninetieth business day following the end of the extension period. At 28 |
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| 180 | + | the time of filing, the corporation may submit a copy of orders or written 29 |
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| 181 | + | verification from the commanding officer of the extension period, and the 30 |
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| 182 | + | annual report is retroactively deemed timely filed. 31 |
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| 183 | + | (3) The grounds for revocation of registration under G.S. 59-84.4(f) apply to 32 |
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| 184 | + | registered and foreign limited liability partnerships that are subject to this 33 |
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| 185 | + | section only if the period of delinquency for the applicable ground is 180 days 34 |
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| 186 | + | or more past the end of the deployment period indicated in the documentation 35 |
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| 187 | + | provided to the Secretary of State under this section. 36 |
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| 188 | + | (c) Any fees required by G.S. 59-35.2 for documents filed under subdivision (b)(1) of 37 |
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| 189 | + | this section are waived. Additionally, the fee required by G.S. 59-35.2 for the annual report due 38 |
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| 190 | + | on the ninetieth business day following the end of deployment under subdivision (b)(2) of this 39 |
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| 191 | + | section is waived." 40 |
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| 192 | + | SECTION 4. The Secretary of State shall make available the form or forms needed 41 |
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| 193 | + | for the notice of deployment required by this act and shall take any other action necessary to 42 |
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| 194 | + | allow business entities to begin filing pursuant to this act on October 1, 2025. 43 |
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| 195 | + | SECTION 5. Sections 1 through 3 of this act become effective October 1, 2025. The 44 |
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| 196 | + | remainder of this act is effective when it becomes law. 45 |
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