SB 142 — Clarifying deadline to file annual report for companies authorized to do business in WV

WEST VIRGINIA LEGISLATURE REGULAR SESSION IntroducedEnrolled Senate Bill 142 BYBy SENATORSSenators WWoodrum, OODRUMClements, ,Deeds, LEMENTSNelson, ,Oliverio, EEDS,Phillips, NELSON,Rucker, OLIVERIO,Swope, HILLIP,Tarr, UCKER,Hamilton, SWOPE , ARR, AMILTON, AND JEFFRIES [Introduced January 10, 2024] Intr SB 142 A BILL to amend and reenactJeffries §59-1-2a[Passed ofMarch the7, Code2024; of West Virginia, 1931, as amended, relating to clarifying the deadline to file an annual report for corporations, limited partnerships, domestic limited liability partnerships, and foreign limited liability companies engaged or authorized to do business in West Virginia;

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and requiring certain disclosures from nongovernmental entities who solicit the purchase of, or payment for, a product or service from businesses with which they do not have a pre-existing commercial relationship for annual report filing by means of a mailing, electronic mail, or facsimile.

(1) "Annual report fee" means the fee described in subsection (c) of this section 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.

(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 §31D-15-1501(b) 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 §31B-10-1003(a) 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".

IntrEnr SB 142 (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 chapter 31D 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 chapter 31B 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 §47-9-1 of this code.

(10) "Nonprofit corporation" means a nonprofit corporation as defined by §31E-1-150 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 §59-1-2(a)(2) of this code.

(12) "Veteran" means any person who has served as an active member of the armed forces of the United States, the National Guard, or a reserve component as described in 38 U.S.C.

(13) "Veteran-owned business" or "active-duty member-owned business" means a business that meets the following criteria:

or IntrEnr SB 142 (B) In the case of a publicly owned business, at least 51 percent of the stock is unconditionally owned by one or more veterans, active-duty members of any branch of the United States military, or their respective spouses.

The report is due each year after the initial registration of the corporation, limited partnership, domestic limited liability company, or foreign limited liability IntrEnr SB 142 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.

(iv) the name and address of the corporation’scorporation's parent corporation and of each subsidiary of the corporation licensed to do business in this state;

The Secretary of State shall provide similar information with respect to information in its possession relating to limited partnerships, domestic Intr SB 142 limited liability companies, and foreign limited liability companies, similar information with respect to their principal or controlling interests.

Enr SB 142 (e) Annual reports and fees due July 1 by June 30.

— Each domestic and foreign corporation, limited partnership, limited liability company, and foreign limited liability company shall file with the Secretary of State the annual report and pay the annual report fee July 1 on or before 11:59 PM on June 30 of each year.

— It shall be is 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 is subject to the late fees prescribed in subsection (h) of this section and dissolution or revocation, pursuant to this code:

The bad check fee assessed Intr SB 142 under this subdivision shall be deposited into the account or accounts from which the Secretary of State paid the service charge.

Enr SB 142 (h) Late fees.

— (1) The following late fees shall be are in addition to any other penalties and remedies available elsewhere in this code:

If the Secretary of State fails to make the Intr SB 142 report, it shall be is the duty of the Tax Commissioner to report such failure to the Governor.

A writ of mandamus shall lie lies for correction of such failure.

(2) Notwithstanding any other provision of this code to the contrary, upon receipt of notice Enr SB 142 from the Secretary of State that a corporation, limited partnership, limited liability company, and foreign limited liability company is more than 30 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 §11-12-1 et seq.

— The Secretary of State will shall provide electronically, for purchase, any data maintained in the Secretary of State’s Business Organizations Database.

The fees received by the Secretary of State pursuant to this subsection shall be deposited by the Secretary of State in the general administrative fees account established by §59-§59-1-2 1-2 of this code.

(k) The Secretary of State is authorized to may collect the service fee per transaction, if any, charged for an online service from any customer who purchases data or conducts transactions through an online service.

(m) A veteran-owned business, as defined in this section, commenced on or after July 1, 2015, or an active-duty member-owned business, as defined in this section, commenced on or after July 1, 2021, is exempt from paying the annual report fee, required by this section, for the Intr SB 142 first four years after its initial registration:

Provided, That a veteran-owned business or an active-active-duty duty member-owned business is not exempt from any filing deadlines or other fees required by this section.

Enr SB 142 (n) The Secretary of State may waive new business registration fees at up to three entrepreneurship events or conferences within the state of West Virginia.

Intr SB 142 (q) Any person harmed as a result of a violation of subsection (o) of this section may recover damages in an amount equal to three times the amount solicited, any associated court costs and attorneys’ fees, and any other damages, at the discretion of the court.