ENROLLED
COMMITTEE SUBSTITUTE
FOR
H. B. 4421
(By Delegates White and Kominar)
[Passed March 5, 2008; in effect July 1, 2008.]
AN ACT to amend the Code of West Virginia, 1931, as amended, by
adding thereto a new section, designated §11-12C-13; to amend
and reenact §31B-1-108 of said code; to amend and reenact §59-
1-2 of said code; and to amend said code by adding thereto a
new section, designated §59-1-2a, all relating to the repeal
of the corporate license tax; creating an annual report fee;
requiring the filing of an annual report with fee payment with
the Secretary of State; creating a special revenue account;
providing purposes for the expenditure of certain fee
collections; legislative rules; and administrative and
criminal penalties.
Be it enacted by the Legislature of West Virginia:
That the Code of West Virginia, 1931, as amended, be amended
by adding thereto a new section, designated §11-12C-13; that §31B-
1-108 of said code be amended and reenacted; that §59-1-2 of said
code be amended and reenacted; and that said code be amended by adding thereto a new section, designated §59-1-2a, all to read as
follows:
CHAPTER 11. TAXATION.
ARTICLE 12C. CORPORATE LICENSE TAX.
§11-12C-13. Repeal of article.
Each provision of this article is repealed for all taxable
periods beginning on and after the first day of July, two thousand
eight:
Provided, That tax and fee liabilities arising for license
tax years ending before the first day of July, two thousand eight,
are determined, paid, administered, assessed and collected as if
the tax imposed by this article had not been repealed, and the
rights and duties of the taxpayer and the state of West Virginia
are fully and completely preserved.
CHAPTER 31B. UNIFORM LIMITED LIABILITY COMPANY ACT.
ARTICLE 31B. UNIFORM LIMITED LIABILITY COMPANY ACT.
§31B-1-108. Designated office and agent for service of process.
(a) A limited liability company and a foreign limited
liability company authorized to do business in this state may
continuously maintain in this state:
(1) An office, which need not be a place of its business in
this state; and
(2) An agent and address of the agent for service of process
on the company.
(b) An agent shall be an individual resident of this state, a
domestic corporation, another limited liability company or a
foreign corporation or foreign company authorized to do business in this state.
(c) Every limited liability company shall pay the annual
report fee of twenty-five dollars for the filing of the annual
report for the limited liability company as described in section
two-a, article one, chapter fifty-nine of this code, which fee
shall be due and payable each year after the initial registration
of the limited liability company on or before the dates specified
in section two-a, article one, chapter fifty-nine of this code and
other applicable provisions thereof, and shall be collected by the
Secretary of State and deposited in the general administrative fees
account established by section two, article one, chapter fifty-nine
of this code. The Secretary of State shall dedicate sufficient
resources from that fund or other funds to provide the services
required in this chapter.
(d) The Secretary of State shall keep a record of all
processes, notices and demands served pursuant to this section and
record the time of and the action taken regarding the service.
(e) This section does not affect the right to serve process,
notice or demand in any manner otherwise provided by law.
(f) The amendments to this section enacted in two thousand
eight are effective beginning on and after the first day of July,
two thousand eight.
CHAPTER 59. FEES, ALLOWANCES AND COSTS;
NEWSPAPERS; LEGAL ADVERTISEMENTS.
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 corporation50.00
(C) Certificate of authority of foreign limited liability
companies ..................................................150.00
(D) Certificate of exemption from certificate of
authority25.00
(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 trust25.00
(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 entity 25.00
(Q) Certificate of withdrawal or cancellation of a
corporation, limited partnership, limited liability partnership,
limited liability company, voluntary association or business
trust25.00
Notwithstanding any other provision of this section to the
contrary, after the thirtieth day of June, two thousand eight, 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 law15.00
(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
company15.00
(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 State 10.00
(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
registration10.00
(H) Any other certificate not specified in this
subdivision10.00
(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 than 25.00
(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 on-line 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. 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:
(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
the thirtieth day of June, two thousand eight, 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 five hundred thousand
dollars as of the thirtieth day of June, two thousand three, and
each year thereafter, shall be expired to the state fund, general revenue fund.
(h)(1) Effective the first day of July, two thousand eight,
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
the thirtieth day of June, two thousand nine, 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 the thirtieth day of June, two thousand eight, 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.
§59-1-2a. Annual business fees to be paid to the Secretary of
State; filing of annual reports; purchase of data.
(a)
Definitions. -- As used in this section:
(1) "Annual report fee" means the fee described in subsection
(c) of this article that is to be paid to the Secretary of State
each year by corporations, limited partnerships, domestic limited
liability companies and foreign limited liability companies. After
the thirtieth day of June, two thousand eight, any reference in
this code to a fee paid to the Secretary of State for services as
a statutory attorney in fact shall mean the annual report fee
described in this section.
(2) "Business activity" means all activities engaged in or
caused to be engaged in with the object of gain or economic
benefit, direct or indirect, but does not mean any of the
activities of foreign corporations enumerated in subsection (b),
section one thousand five hundred one, article fifteen, chapter
thirty-one-d of this code, except for the activity of conducting
affairs in interstate commerce when activity occurs in this state, nor does it mean any of the activities of foreign limited liability
companies enumerated in subsection (a), section one thousand three,
article ten, chapter thirty-one-b of this code except for the
activity of conducting affairs in interstate commerce when activity
occurs in this state.
(3) "Corporation" means a "domestic corporation", a "foreign
corporation" or a "nonprofit corporation".
(4) "Deliver or delivery" means any method of delivery used in
conventional commercial practice, including, but not limited to
delivery by hand, mail, commercial delivery and electronic
transmission.
(5) "Domestic corporation" means a corporation for profit
which is not a foreign corporation incorporated under or subject to
the provisions of chapter thirty-one-d of this code.
(6) "Domestic limited liability company" means a limited
liability company which is not a foreign limited liability company
under or subject to the provisions of chapter thirty-one-b of this
code.
(7) "Foreign corporation" means a for-profit corporation
incorporated under a law other than the laws of this state.
(8) "Foreign limited liability company" means a limited
liability company organized under a law other than the laws of this
state.
(9) "Limited partnership" means a partnership as defined by
section one, article nine, chapter forty-seven of this code.
(10) "Nonprofit corporation" means a nonprofit corporation as defined by section one hundred fifty, article one, chapter thirty-
one-e of this code.
(11) "Registration fee" means the fee 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), section two of this article. The term "initial registration"
also means the date upon which the registration fee is paid.
(b)
Required payment of annual report fee and filing of annual
report. -- After the thirtieth day of June, two thousand eight, no
corporation, limited partnership, domestic limited liability
company or foreign limited liability company may engage in any
business activity in this state without paying the annual report
fee and filing the annual report as required by this section.
(c)
Annual report fee. -- After the thirtieth day of June, two
thousand eight, each corporation, limited partnership, domestic
limited liability company and foreign limited liability company
engaged in or authorized to do business in this state shall pay an
annual report fee of twenty-five dollars for the services of the
Secretary of State as attorney-in-fact for the corporation, limited
partnership, domestic limited liability company or foreign limited
liability company, and for such other administrative services as
may be imposed by law upon the Secretary of State. The fee is due
and payable each year after the initial registration of the
corporation, limited partnership, domestic limited liability
company or foreign limited liability company with the annual report described in subsection (d) of this section on or before the dates
specified in subsection (e) of this section. The fee is due and
payable each year with the annual report from corporations, limited
partnerships, domestic limited liability companies and foreign
limited liability companies that paid the registration fee prior to
the first day of July, two thousand eight, on or before the dates
specified in subsection (e) of this section. The annual report
fees received by the Secretary of State pursuant to the provisions
of this subsection shall be deposited by the Secretary of State in
the general administrative fees account established by section two
of this article.
(d)
Annual report. -- (1) After the thirtieth day of June, two
thousand eight, each corporation, limited partnership, domestic
limited liability company and foreign limited liability company
engaged in or authorized to do business in this state shall file an
annual report. The report is due each year after the initial
registration of the corporation, limited partnership, domestic
limited liability company or foreign limited liability company with
the annual report fee described in subsection (c) of this section
on or before the dates specified in subsection (e) of this section.
The report is due each year from corporations, limited
partnerships, domestic limited liability companies and foreign
limited liability companies that paid the registration fee prior to
the first day of July, two thousand eight, on or before the dates
specified in subsection (e) of this section.
(2)(A) The annual report shall be filed with the Secretary of State on forms provided by the Secretary of State for that purpose.
The annual report shall, in the case of corporations, contain: (i)
The address of the corporation's principal office; (ii) the names
and mailing addresses of its officers and directors; (iii) the name
and mailing address of the person on whom notice of process may be
served; (iv) the name and address of the corporation's parent
corporation and of each subsidiary of the corporation licensed to
do business in this state; (v) in the case of limited partnerships
domestic limited liability companies and foreign limited liability
companies, similar information with respect to their principal or
controlling interests as determined by the Secretary of State or
otherwise required by law to be reported to the Secretary of State;
(vi) the county or county code in which the principal office
address or mailing address of the company is located; (vii)
business class code; and (viii) any other information the Secretary
of State considers appropriate.
(B) Notwithstanding any other provision of law to the
contrary, the Secretary of State shall, upon request of any person,
disclose, with respect to corporations: (i) The address of the
corporation's principal office; (ii) the names and addresses of its
officers and directors; (iii) the name and mailing address of the
person on whom notice of process may be served; (iv) the name and
address of each subsidiary of the corporation and the corporation's
parent corporation; (v) the county or county code in which the
principal office address or mailing address of the company is
located; and (vi) the business class code. The Secretary of State shall provide similar information with respect to information in
its possession relating to limited partnerships domestic limited
liability companies and foreign limited liability companies,
similar information with respect to their principal or controlling
interests.
(e)
Annual reports and fees due July 1 or April 1. -- After
the thirtieth day of June, two thousand eight, each corporation and
limited partnership shall file with the Secretary of State the
annual report and pay the annual report fee by the first day of
July, two thousand nine, and each year thereafter, and each limited
liability company and foreign limited liability shall file with the
Secretary of State the annual report and pay the annual report fee
by the first day of April, two thousand nine, and each year
thereafter: Provided, That each corporation and limited partnership
that paid the registration fee prior to the first day of July, two
thousand eight shall file the annual report and pay the annual
report fee by the first day of July, two thousand eight, and each
year thereafter.
(f)
Deposit of fees. -- The annual report fees received by
the Secretary of State pursuant to the provisions of this section
shall be deposited by the Secretary of State in the general
administrative fees account established by section two, article
one, chapter fifty-nine of this code.
(g)
Duty to pay. -- It shall be the duty of each corporation,
limited partnership, limited liability company and foreign limited
liability company required to pay the annual report fees imposed under this article, to remit them with a properly completed annual
report to the Secretary of State, and if it fails to do so it shall
be subject to the penalties prescribed in subsection (h) of this
article.
(h)
Penalties. -- (1) The following penalties shall be in
addition to any other penalties and remedies available elsewhere in
this code:
(A)
Administrative penalty. -- The Secretary of State shall
impose upon each corporation, limited partnership, limited
liability company and foreign limited liability company delinquent
in the payment of an annual report fee or the filing of an annual
report an administrative penalty in the amount of one hundred
dollars per year for each year or portion thereof in which the
report which is due is not filed or the fees which are owed are not
paid. This penalty shall be assessed and collected in the same
manner as the fees imposed under this article.
(B)
Criminal penalty. -- It is a misdemeanor for a each
corporation, limited partnership, limited liability company or
foreign limited liability company to conduct business for more than
thirty consecutive calendar days without paying in full the amount
of annual report fees which are due or without filing the annual
report which is due. Upon conviction, each officer, agent or
employee shall be fined not more than one thousand. Each day or
portion thereof, after the initial period of thirty consecutive
days, during which business is conducted without paying in full the
amount of fees which are due, or without filing the report which is due, shall constitute a separate punishable criminal offense.
Failure to file shall constitute a separate punishable criminal
offense and failure to pay shall constitute a separate punishable
criminal offense.
(2) All penalties collected under this subsection shall be
deposited into general revenue fund of the state treasury in the
manner provided by law.
(i)
Reports to tax commissioner; suspension, cancellation or
withholding of business registration certificate. -- (1) The
Secretary of State shall, within twenty days after the close of
each month, make a report to the Tax Commissioner for the preceding
month, in which he or she shall set out the name of every business
entity to which he or she issued a certificate to conduct business
in the State of West Virginia during that month. The report shall
set out the names and addresses all corporations, limited
partnerships, limited liability companies and foreign limited
liability companies to which he or she issued certificates of
change of name or of change of location of principal office,
dissolution, withdrawal or merger. If the Secretary of State fails
to make the report, it shall be the duty of the tax commissioner to
report such failure to the governor. A writ of mandamus shall lie
for correction of such failure.
(2) Notwithstanding any other provisions of this code to the
contrary, upon receipt of notice from the Secretary of State that
a corporation, limited partnership, limited liability company and
foreign limited liability company is more than thirty days delinquent in the payment of annual report fees or in the filing of
an annual report required by this section, the tax commissioner may
suspend, cancel or withhold a business registration certificate
issued to or applied for by the delinquent corporation, limited
partnership, limited liability company or foreign limited liability
company until the same is paid and filed in the manner provided for
the suspension, cancellation or withholding of business
registration certificates for other reasons under article twelve,
chapter eleven of this code.
(j)
Purchase of data. -- The Secretary of State will provide
electronically, for purchase, any data maintained in the Secretary
of State's Business Organizations Database. For the electronic
purchase of the entire Business Organizations Database, the cost is
twelve thousand dollars. For the purchase of the monthly updates
of the Business Organizations Database, the cost is one thousand
dollars per month. The fees received by the Secretary of State
pursuant to the provisions of this subsection shall be deposited by
the Secretary of State in the general administrative fees account
established by section two, article one, chapter fifty-nine of this
code.
(k)
Rules. -- The Secretary of State may propose legislative
rules for promulgation pursuant to article three, chapter twenty-
nine-a of this code to implement the provisions of this article,
and may, pending promulgation of those rules, promulgate emergency
rules pursuant to those provisions for those purposes.