COMMITTEE SUBSTITUTE

FOR

Senate Bill No. 484

(By Senators Kessler, Hunter, Unger, Mitchell and Oliverio)

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[Originating in the Committee on the Judiciary;

reported February 24, 2000.]

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A BILL to amend and reenact section three, article twelve-c, chapter eleven of the code of West Virginia, one thousand nine hundred thirty-one, as amended; and to amend and reenact sections twenty-seven and fifty-three, article one, chapter thirty-one of said code, all relating to requiring corporations to provide the names and addresses of each subsidiary of the corporation and the corporation's parent corporation; and requiring the name and address of each subsidiary of the corporation and the corporation's parent corporation on their corporate license tax return, in the application for certificate of authority and for articles of incorporation.

Be it enacted by the Legislature of West Virginia:
That section three, article twelve-c, chapter eleven of the code of West Virginia, one thousand nine hundred thirty-one, as amended, be amended and reenacted; and that sections twenty-seven and fifty-three, article one, chapter thirty-one of said code be amended and reenacted, all to read as follows:
CHAPTER 11. TAXATION

ARTICLE 12C. CORPORATE LICENSE TAX.

§11-12C-3. Payment and collection of tax; deposit of money; return required.

(a) Payment and collection of tax. -- When application is made to the secretary of state for a certificate of incorporation or authority to do business in this state, it shall be the duty of the applicant to pay all taxes and fees due under this article; and it shall be the duty of the secretary of state to collect the corporate license tax for the first year before issuing such certificate. Thereafter, on or before the first day of the license tax year next following the date of the certificate, and on or before the first day of each succeeding license tax year, such corporation shall pay and the tax commissioner shall collect such tax for a full license tax year together with the statutory attorney fee: Provided, That if the application is made on or after the first day of the second month preceding the beginning of the next license tax year, and before the first day of such license tax year, the secretary of state shall collect the tax for the full year beginning on such first day of the next license tax year in addition to the initial tax, together with the statutory attorney fee.
(b) Deposit of money. -- The money so received by the secretary of state and the tax commissioner shall be paid by them into the state treasury.
(c) Returns. -- Payment of the tax and statutory attorney fee required under the provisions of this section shall be accompanied by a return on forms provided by the tax commissioner for that purpose. The tax commissioner shall upon completion of processing such return, forward it to the secretary of state, together with a list of all corporations which have paid such tax. Such return shall contain: (1) The address of its principal office; (2) the names and mailing addresses of its officers and directors; (3) the name and mailing address of the person on whom notice of process may be served; and (4) the name and address of each subsidiary of the corporation and the corporation's parent corporation and such other information as the tax commissioner deems appropriate. Notwithstanding any other provision of law to the contrary, the secretary of state shall upon request of any person disclose: (A) The address of the corporation's principal office; (B) the names and addresses of its officers and directors; (C) the name and mailing address of the person on whom notice of process may be served; and (D) the name and address of each subsidiary of the corporation and the corporation's parent corporation.
CHAPTER 31. BUSINESS AND NONPROFIT CORPORATIONS

ARTICLE 1. BUSINESS AND NONPROFIT CORPORATIONS.
§31-1-27. Articles of incorporation; contents; matters not required to be set forth; inconsistencies with bylaws; acknowledgment.

(a) The articles of incorporation shall set forth:
(1) The name of the corporation.
(2) The period of duration, which may be perpetual.
(3) The purpose or purposes for which the corporation is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated under this article.
(4) The address of its principal office, and the name and address of the person to whom shall be sent notice or process served upon, or service of which is accepted by, the secretary of state, if such person has been appointed by the corporation.
(5) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as such directors.
(6) The name and address of each incorporator.
(7) The names and addresses of the parent and any subsidiaries, if any, of the corporation.
(b) In the case of a business corporation, in addition to those matters required to be set forth by the provisions of subsection (a) of this section, the articles of incorporation shall set forth:
(1) The aggregate number of shares which the corporation shall have authority to issue; if such shares are to consist of one class only, the par value of each of such shares, or a statement that all of such shares are without par value; or, if such shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each such class or that such shares are to be without par value.
(2) If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations and relative rights in respect of the shares of each class.
(3) If the corporation is to issue the shares of any preferred or special class in series, the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series.
(4) Any provision limiting or denying to shareholders the preemptive right to acquire additional unissued or treasury shares of the corporation.
(5) Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision restricting the transfer of shares and any provision which under this article is required or permitted to be set forth in the bylaws.
(c) In the case of a nonprofit corporation, in addition to those matters required to be set forth by the provisions of subsection (a) of this section, the articles of incorporation shall set forth any provisions, not inconsistent with law, which the incorporators elect to set forth in such articles of incorporation for the regulation of the internal affairs of the corporation, including any provisions for distribution of assets on dissolution or final liquidation.
(d) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this article.
(e) Whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.
(f) The articles of incorporation shall contain a statement of the name and address of the person who, or the firm which, prepared such articles of incorporation.
(g) The articles of incorporation shall be acknowledged by the incorporators before a notary public and transmitted with the proper fees to, and shall be filed with, the secretary of state.
§31-1-53. Application for certificate of authority by foreign corporation; contents; churches or religious denominations in corporate capacity prohibited.

(a) A foreign corporation, in order to procure a certificate of authority to conduct affairs, or do or transact business in this state, shall make application therefor to the secretary of state, which application shall set forth:
(1) The name of the corporation and the state or country under the laws of which it is incorporated.
(2) If the name of the corporation does not contain the word "corporation", "company", "incorporated" or "limited", or does not contain an abbreviation of one of such words, then the name of the corporation with the word or abbreviation which it elects to add thereto for use in this state.
(3) The date of incorporation and the period of duration of the corporation.
(4) The address of the principal office of the corporation.
(5) The name and address of the person to whom shall be sent notice or process served upon, or service of which is accepted by, the secretary of state, if one has been designated.
(6) The purpose or purposes of the corporation which it proposes to pursue in conducting its affairs or doing or transacting its business in this state.
(7) The names and respective addresses of the directors and officers of the corporation.
(8) The names and addresses of the parent and any subsidiaries, if any, of the corporation.
(8) (9) Such additional information as may be necessary or appropriate in order to enable the secretary of state to determine whether such corporation is entitled to a certificate of authority to conduct its affairs or do or transact business in this state and to determine and assess the fees payable as prescribed by law.
(9) (10) The county wherein the corporation intends to record its certificate of authority.
(b) In the case of a business corporation, in addition to those matters required to be set forth under the provisions of subsection (a) of this section, such application shall set forth:
(1) A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class.
(2) A statement of the aggregate number of issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class.
(3) A statement, expressed in dollars, of the amount of stated capital of the corporation, as defined in this article.
(4) An estimate, expressed in dollars, of the value of all property to be owned by the corporation, for the following year, wherever located, and an estimate of the value of the property of the corporation to be located within this state during such year, and an estimate, expressed in dollars, of the gross amount of business which will be done or transacted by the corporation during such year, and an estimate of the gross amount thereof which will be done or transacted by the corporation at or from places of business in this state during such year.
(c) Such application shall be made on forms prescribed and furnished by the secretary of state and shall be executed in duplicate by the corporation by its president or vice president and by its secretary or an assistant secretary and verified by one of the officers signing such application.
(d) No church, religious sect or denomination incorporated by the laws of any other state or territory of the United States, the District of Columbia or of any foreign country shall be qualified to conduct affairs or do or transact business in this state in a corporate capacity.
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(NOTE: The purpose of this bill is to require a corporation filing taxes and registering with the Secretary of State to provide the names and addresses of each subsidiary of the corporation and the corporation's parent corporation.

Strike-throughs indicate language that would be stricken from the present law, and underscoring indicates new language that would be added.)