§ 59-84.4. Annual report for Secretary of State.
§ 59‑84.4. Annualreport for Secretary of State.
(a) Each registeredlimited liability partnership and each foreign limited liability partnershipauthorized to transact business in this State shall deliver to the Secretary ofState for filing an annual report, in a form prescribed by the Secretary ofState, that sets forth all of the following:
(1) The name of theregistered limited liability partnership or foreign limited liabilitypartnership and the state or country under whose law it is formed.
(2) The street address,and the mailing address if different from the street address, of the registeredoffice, the county in which the registered office is located, and the name ofits registered agent at that office in this State, and a statement of any changeof the registered office or registered agent, or both.
(3) The street addressand telephone number of its principal office.
(4) A brief descriptionof the nature of its business.
(5) The fiscal year endof the partnership.
If the information contained in themost recently filed annual report has not changed, a certification to thateffect may be made instead of setting forth the information required bysubdivisions (2) through (4) of this subsection. The Secretary of State shallmake available the form required to file an annual report.
(b) Information in theannual report must be current as of the date the annual report is executed onbehalf of the registered limited liability partnership or the foreign limitedliability partnership.
(c) The annual report shallbe delivered to the Secretary of State by the fifteenth day of the fourth monthfollowing the close of the registered or foreign limited liabilitypartnership's fiscal year.
(d) If an annual reportdoes not contain the information required by this section, the Secretary ofState shall promptly notify the reporting registered or foreign limitedliability partnership in writing and return the report to it for correction. Ifthe report is corrected to contain the information required by this section anddelivered to the Secretary of State within 30 days after the effective date ofnotice, it is deemed to be timely filed.
(e) Amendments to anypreviously filed annual report may be filed with the Secretary of State at anytime for the purpose of correcting, updating, or augmenting the informationcontained in the annual report.
(f) The Secretary ofState may revoke the registration of a registered limited liability partnershipor foreign limited liability partnership if the Secretary of State determinesthat:
(1) The registeredlimited liability partnership or foreign limited liability partnership has notpaid, within 60 days after they are due, any penalties, fees, or other paymentsdue under this Chapter;
(2) The registeredlimited liability partnership or foreign limited liability partnership does notdeliver its annual report to the Secretary of State on or before the date it isdue;
(3) The registeredlimited liability partnership or foreign limited liability partnership has beenwithout a registered agent or registered office in this State for 60 days ormore; or
(4) The registeredlimited liability partnership or foreign limited liability partnership does notnotify the Secretary of State within 60 days of the change, resignation, ordiscontinuance that its registered agent or registered office has been changed,that its registered agent has resigned, or that its registered office has beendiscontinued.
(g) If the Secretary ofState determines that one or more grounds exist under subsection (f) of thissection for revoking the registration of the registered limited liabilitypartnership or foreign limited liability partnership, the Secretary of Stateshall mail the registered limited liability partnership or foreign limitedliability partnership written notice of that determination. If, within 60 daysafter the notice is mailed, the registered limited liability partnership orforeign limited liability partnership does not correct each ground forrevocation or demonstrate to the reasonable satisfaction of the Secretary ofState that each ground does not exist, the Secretary of State shall revoke theregistration of a registered limited liability partnership or foreign limitedliability partnership by signing a certificate of revocation that recites theground or grounds for revocation and its effective date. The Secretary of Stateshall file the original certificate of revocation and mail a copy to theregistered limited liability partnership or foreign limited liabilitypartnership.
(h) A registeredlimited liability partnership or foreign limited liability partnership whoseregistration is revoked under this section may apply to the Secretary of Statefor reinstatement. If, at the time the registered limited liability partnershipapplies for reinstatement, the name of the registered limited liabilitypartnership is not distinguishable from the name of another entity authorizedto be used under G.S. 55D‑21, then the registered limited liabilitypartnership must change its name to a name that is distinguishable upon therecords of the Secretary of State from the name of the other entity before theSecretary of State may prepare a certificate of reinstatement. The proceduresfor reinstatement and for the appeal of any denial of the registered limitedliability partnership or foreign limited liability partnership's applicationfor reinstatement shall be the same procedures applicable to businesscorporations under G.S. 55‑14‑22, 55‑14‑23, and 55‑14‑24.The effect of reinstatement of a limited liability partnership shall be thesame as for a corporation under G.S. 55‑14‑22. (1999‑362, s. 9; 2001‑387,s. 119; 2001‑390, s. 13.)