COMMITTEE SUBSTITUTE
FOR
Senate Bill No. 693
(By Senators McCabe, Edgell, White, D. Facemire, Sypolt, Green,
Browning, Foster, Williams, Jenkins and Kessler)
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[Originating in the Committee on Government Organization;
reported March 26, 2009.]
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A BILL to amend and reenact §59-1-2 of the Code of West Virginia,
1931, as amended, relating to the collection and expenditure
of fees by the West Virginia Secretary of State's office; and
improvements to the technology infrastructure within the
Secretary of State's office.
Be it enacted by the Legislature of West Virginia:
That §59-1-2 of the Code of West Virginia, 1931, as amended,
be amended and reenacted to read as follows:
ARTICLE 1. FEES AND ALLOWANCES.
§59-1-2. Fees to be charged by Secretary of State.
(a) Except as may be otherwise provided in this code, the
Secretary of State shall charge for services rendered in his or her
office the following fees to be paid by the person to whom the service is rendered at the time it is done:
(1) For filing, recording, indexing, preserving a record of
and issuing a certificate relating to the formation, amendment,
change of name, registration of trade name, merger, consolidation,
conversion, renewal, dissolution, termination, cancellation,
withdrawal revocation and reinstatement of business entities
organized within the state, as follows:
(A) Articles of incorporation of for-profit
corporation$50.00
(B) Articles of incorporation of nonprofit
corporation25.00
(C) Articles of organization of limited liability
company100.00
(D) Agreement of a general partnership50.00
(E) Certificate of a limited partnership100.00
(F) Agreement of a voluntary association50.00
(G) Articles of organization of a business trust50.00
(H) Amendment or correction of articles of incorporation,
including change of name or increase of capital stock, in addition
to any applicable license tax25.00
(I) Amendment or correction, including change of name, of
articles of organization of business trust, limited liability
partnership, limited liability company or professional limited
liability company or of certificate of limited partnership or
agreement of voluntary association25.00
(J) Amendment and restatement of articles of incorporation, certificate of limited partnership, agreement of voluntary
association or articles of organization of limited liability
partnership, limited liability company or professional limited
liability company or business trust25.00
(K) Registration of trade name, otherwise designated as a true
name, fictitious name or D. B. A. (doing business as) name for any
domestic business entity as permitted by law25.00
(L) Articles of merger of two corporations, limited
partnerships, limited liability partnerships, limited liability
companies or professional limited liability companies, voluntary
associations or business trusts.25.00
(M) Plus for each additional party to the merger in excess of
two. . . .15.00
(N) Statement of conversion, when permitted, from one business
entity into another business entity, in addition to the cost of
filing the appropriate documents to organize the surviving entity
25.00
(O) Articles of dissolution of a corporation, voluntary
association or business trust, or statement of dissolution of a
general partnership25.00
(P) Revocation of voluntary dissolution of a corporation,
voluntary association or business trust15.00
(Q) Articles of termination of a limited liability company,
cancellation of a limited partnership or statement of withdrawal of
limited liability partnership25.00
(R) Reinstatement of a limited liability company or professional limited liability company after administrative
dissolution25.00
(2) For filing, recording, indexing, preserving a record of
and issuing a certificate relating to the registration, amendment,
change of name, merger, consolidation, conversion, renewal,
withdrawal or termination within this state of business entities
organized in other states or countries, as follows:
(A) Certificate of authority of for-profit
corporation
$100.00
(B) Certificate of authority of nonprofit
corporation
50.00
(C) Certificate of authority of foreign limited
liability companies150.00
(D) Certificate of exemption from certificate of
authority
25.00
(E) Registration of a general partnership50.00
(F) Registration of a limited partnership150.00
(G) Registration of a limited liability partnership
for two-year term500.00
(H) Registration of a voluntary association50.00
(I) Registration of a trust or business trust50.00
(J) Amendment or correction of certificate of authority of a
foreign corporation, including change of name or increase of capital stock, in addition to any applicable license tax25.00
(K) Amendment or correction of certificate of limited
partnership, limited liability partnership, limited liability
company or professional limited liability company, voluntary
association or business trust25.00
(L) Registration of trade name, otherwise designated as a true
name, fictitious name or D. B. A. (doing business as) name for any
foreign business entity as permitted by law25.00
(M) Amendment and restatement of certificate of authority or
of registration of a corporation, limited partnership, limited
liability partnership, limited liability company or professional
limited liability company, voluntary association or business
trust
25.00
(N) Articles of merger of two corporations, limited
partnerships, limited liability partnerships, limited liability
companies or professional limited liability companies, voluntary
associations or business trusts25.00
(O) Plus for each additional party to the merger in
excess of two5.00
(P) Statement of conversion, when permitted, from one business
entity into another business entity, in addition to the cost of
filing the appropriate articles or certificate to organize the
surviving entity25.00
(Q) Certificate of withdrawal or cancellation of a
corporation, limited partnership, limited liability partnership,
limited liability company, voluntary association or business
trust
25.00
Notwithstanding any other provision of this section to the
contrary, after June 30, 2008, the fees described in this
subdivision that are collected for the issuance of a certificate
relating to the initial registration of a corporation, limited
partnership, domestic limited liability company or foreign limited
liability company shall be deposited in the general administrative
fees account established by this section.
(3) For receiving, filing and recording a change of the
principal or designated office, change of the agent of process
and/or change of officers, directors, partners, members or
managers, as the case may be, of a corporation, limited
partnership, limited liability partnership, limited liability
company or other business entity as provided by law$15.00
(4) For receiving, filing and preserving a reservation of a
name for each one hundred twenty days or for any other period in
excess of seven days prescribed by law for a corporation, limited
partnership, limited liability partnership or limited liability
company$15.00
(5) For issuing a certificate relating to a corporation or
other business entity, as follows:
(A) Certificate of good standing of a domestic or foreign
corporation$10.00
(B) Certificate of existence of a domestic limited liability
company, and certificate of authorization foreign limited liability
company10.00
(C) Certificate of existence of any business entity, trademark
or service mark registered with the Secretary of State10.00
(D) Certified copy of corporate charter or comparable
organizing documents for other business entities15.00
(E) Plus, for each additional amendment, restatement or other
additional document5.00
(F) Certificate of registration of the name of a foreign
corporation, limited liability company, limited partnership or
limited liability partnership25.00
(G) And for the annual renewal of the name
registration 10.00
(H) Any other certificate not specified in this
subdivision
10.00
(6) For issuing a certificate other than those relating to
business entities, as provided in this subsection, as follows:
(A) Certificate or apostille relating to the authority of
certain public officers, including the membership of boards and
commissions$10.00
(B) Plus, for each additional certificate pertaining
to the same transaction. . . . . . . . . . . . . . . . . . . . 5.00
(C) Any other certificate not specified in this
subdivision10.00
(D) For acceptance, indexing and recordation of service of
process any corporation, limited partnership, limited liability
partnership, limited liability company, voluntary association,
business trust, insurance company, person or other entity as permitted by law15.00
(E) For shipping and handling expenses for execution of
service of process by certified mail upon any defendant within the
United States, which fee is to be deposited to the special revenue
account established in this section for the operation of the office
of the Secretary of State.5.00
(F) For shipping and handling expenses for execution of
service of process upon any defendant outside the United States by
registered mail, which fee is to be deposited to the special
revenue account established in this section for the operation of
the office of the Secretary of State.15.00
(7) For a search of records of the office conducted by
employees of or at the expense of the Secretary of State upon
request, as follows:
(A) For any search of archival records maintained at sites
other than the office of the Secretary of State
no less than$10.00
(B) For searches of archival records maintained at sites other
than the office of the Secretary of State which require more than
one hour, for each hour or fraction of an hour consumed in making
such search10.00
(C) For any search of records maintained on site for the
purpose of obtaining copies of documents or printouts of data
5.00
(D) For any search of records maintained in electronic format
which requires special programming to be performed by the state information services agency or other vendor any actual cost, but
not less than25.00
(E) The cost of the search is in addition to the cost of any
copies or printouts prepared or any certificate issued pursuant to
or based on the search.
(F) For recording any paper for which no specific fee is
prescribed5.00
(8) For producing and providing photocopies or printouts of
electronic data of specific records upon request, as follows:
(A) For a copy of any paper or printout of electronic data, if
one sheet$1.00
(B) For each sheet after the first .50
(C) For sending the copies or lists by fax
transmission5.00
(D) For producing and providing photocopies of lists, reports,
guidelines and other documents produced in multiple copies for
general public use, a publication price to be established by the
Secretary of State at a rate approximating 2.00 plus .10 per page
and rounded to the nearest dollar.
(E) For electronic copies of records obtained in data format
on disk, the cost of the record in the least expensive available
printed format, plus, for each required disk, which shall be
provided by the Secretary of State5.00
(b) The Secretary of State may propose legislative rules for
promulgation for charges for online electronic access to database
information or other information maintained by the Secretary of State.
(c) For any other work or service not enumerated in this
subsection, the fee prescribed elsewhere in this code or a rule
promulgated under the authority of this code.
(d) The records maintained by the Secretary of State are
prepared and indexed at the expense of the state and those records
shall not be obtained for commercial resale without the written
agreement of the state to a contract including reimbursement to the
state for each instance of resale.
(e) The Secretary of State may provide printed or electronic
information free of charge as he or she considers necessary and
efficient for the purpose of informing the general public or the
news media.
(f) There is hereby continued in the State Treasury a special
revenue account to be known as the "service fees and collections"
account. Expenditures from the account shall be used for the
operation of the office of the Secretary of State
and are not
authorized from collections, but are to be made only in accordance
with appropriation by the Legislature and in accordance with the
provisions of article three, chapter twelve of this code and upon
the fulfillment of the provisions set forth in article two, chapter
five-a of this code. and are authorized from collections rather
than appropriations by the Legislature. Notwithstanding any other
provision of this code to the contrary, except as provided in
subsection (h) of this section and section two-a of this article,
one half of all the fees and service charges established in the following sections and for the following purposes shall be
deposited by the Secretary of State or other collecting agency to
that special revenue account and used for the operation of the
office of the Secretary of State
and for technology infrastructure
projects:
(1) The annual attorney-in-fact fee for corporations and
limited partnerships established in section five, article twelve-c,
chapter eleven of this code;
(2) The fees received for the sale of the State Register, code
of state rules and other copies established by rule and authorized
by section seven, article two, chapter twenty-nine-a of this code;
(3) The registration fees, late fees and legal settlements
charged for registration and enforcement of the charitable
organizations and professional solicitations established in
sections five, nine and fifteen-b, article nineteen, chapter
twenty-nine of this code;
(4) The annual attorney-in-fact fee for limited liability
companies as designated in section one hundred eight, article one,
chapter thirty-one-b of this code and established in section two
hundred eleven, article two of said chapter:
Provided, That after
June 30, 2008, the annual report fees designated in section one
hundred eight, article one, chapter thirty-one-b of this code shall
upon collection be deposited in the general administrative fees
account described in subsection (h) of this section;
(5) The filing fees and search and copying fees for uniform
commercial code transactions established by section five hundred twenty-five, article nine, chapter forty-six of this code;
(6) The annual attorney-in-fact fee for licensed insurers
established in section twelve, article four, chapter thirty-three
of this code;
(7) The fees for the application and record maintenance of all
notaries public established by section one hundred seven, article
one, chapter twenty-nine-c of this code;
(8) The fees for the application and record maintenance of
commissioners for West Virginia as established by section twelve,
article four, chapter twenty-nine of this code;
(9) The fees for registering credit service organizations as
established by section five, article six-c, chapter forty-six-a of
this code;
(10) The fees for registering and renewing a West Virginia
limited liability partnership as established by section one,
article ten, chapter forty-seven-b of this code;
(11) The filing fees for the registration and renewal of
trademarks and service marks established in section seventeen,
article two, chapter forty-seven of this code;
(12) All fees for services, the sale of photocopies and data
maintained at the expense of the Secretary of State as provided in
this section; and
(13) All registration, license and other fees collected by the
Secretary of State not specified in this section.
(g) Any balance in the service fees and collections account
established by this section which exceeds $500,000 as of June 30, 2003, and each year thereafter, shall be expired to the state fund,
General Revenue Fund.
(g) Any balance at the end of the fiscal year in the service
fees and collections account established by this section shall not
revert to general revenue but remain in the fund and be expended as
provided by this subsection.
(h)(1) Effective July 1, 2008, there is hereby created in the
State Treasury a special revenue account to be known as the general
administrative fees account. Expenditures from the account shall
be used for the operation of the office of the Secretary of State
and are not authorized from collections, but are to be made only in
accordance with appropriation by the Legislature and in accordance
with the provisions of article three, chapter twelve of this code
and upon the fulfillment of the provisions set forth in article
two, chapter eleven-b of this code:
Provided, That for the fiscal
year ending June 30, 2009, expenditures are authorized from
collections rather than pursuant to an appropriation by the
Legislature. Any balance in the account at the end of each fiscal
year shall not revert to the General Revenue Fund but shall remain
in the fund and be expended as provided by this subsection.
(2) After June 30, 2008, all the fees and service charges
established in section two-a of this article for the following
purposes shall be collected and deposited by the Secretary of State
or other collecting agency in the general administrative fees
account and used for the operation of the office of the Secretary
of State:
(A) The annual report fees paid to the Secretary of State by
corporations, limited partnerships, domestic limited liability
companies and foreign limited liability companies;
(B) The fees for the issuance of a certificate relating to the
initial registration of a corporation, limited partnership,
domestic limited liability company or foreign limited liability
company described in subdivision (2), subsection (a) of this
section; and
(C) The fees for the purchase of date and updates related to
the state's business organizations database described in section
two-a of this article.
(i) There is continued in the office of the Secretary of State
a noninterest bearing, escrow account to be known as the Prepaid
Fees and Services Account. This account shall be for the purpose
of allowing customers of the Secretary of State to prepay for
services, with payment to be held in escrow until services are
rendered. Payments deposited in the account shall remain in the
account until services are rendered by the Secretary of State and
at that time the fees will be reallocated to the appropriate
general or special revenue accounts. There shall be no fee charged
by the Secretary of State to the customer for the use of this
account and the customer may request the return of any moneys
maintained in the account at any time without penalty. The assets
of the prepaid fees and services account do not constitute public
funds of the state and are available solely for carrying out the
purposes of this section.
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(NOTE: The purpose of this bill is to clarify the collection
and expenditure of certain fees by the West Virginia Secretary of
State's office and to help improve the technology infrastructure of
the Secretary of State's office.
Strike-throughs indicate language that would be stricken from
the present law, and underscoring indicates new language that would
be added.)