Bill Text: NJ A5607 | 2018-2019 | Regular Session | Chaptered


Bill Title: Provides limited period for dissolution or reinstatement of revoked or inactive business charters using expedited process, allows for payment of reduced administrative fee, and revises certain business filing fees.

Spectrum: Partisan Bill (Democrat 3-0)

Status: (Passed) 2019-06-30 - Approved P.L.2019, c.149. [A5607 Detail]

Download: New_Jersey-2018-A5607-Chaptered.html

1 - T&E

14 - Approp.

 


P.L. 2019, CHAPTER 149, approved June 30, 2019

Assembly, No. 5607

 

 


An Act concerning business dissolution and reinstatement processes, amending various parts of the statutory law and making an appropriation.

 

     Be It Enacted by the Senate and General Assembly of the State of New Jersey:

 

     1.    (New section)  Notwithstanding the provisions of any law or regulation to the contrary and in addition to the powers of the State Treasurer, the Director of the Division of Revenue and Enterprise Services, and the Director of the Division of Taxation, the State Treasurer shall establish a period not to exceed 180 days in duration, which shall end no later than June 15, 2020, during which a business entity that has had its charter revoked or placed on an inactive list may achieve reinstatement or termination to end its operations in an expedited manner by filing a single application and supporting documentation with the Division of Revenue and Enterprise Services. 

     During the period established by the Treasurer, an eligible business entity applying for expedited reinstatement or dissolution shall attest that it has satisfied any known tax obligations and pay a one-time fee of $500, but shall not be required to request tax clearance or be liable for additional administrative fees and costs associated with reinstatement or termination of the charter.  Payment shall be made in full by a business at the time of applying for expedited reinstatement or dissolution or on or before the last day of the period established by the State Treasurer. 

     The Director of the Division of Revenue and Enterprise Services shall specify the formats and methods for all filings and certifications required pursuant to this section and generally, for all filings and certifications required under the purview of the division.  Notwithstanding any provision of the "Administrative Procedure Act" P.L.1968, c.410 (C.52:14B-1 et seq.) to the contrary, the Director of the Division of Revenue and Enterprise Services may adopt immediately upon filing with the Office of Administrative Law any regulations the director deems necessary to implement the provisions of this section, which shall be effective for the duration of the period established by the State Treasurer pursuant to this section.

     As used in this section, "Business entity" means a corporation, limited liability company, limited liability partnership, limited partnership, domestic limited partnership, or foreign limited partnership, whether organized for-profit or not-for-profit, under the laws of this State or of any other state or foreign jurisdiction.

 

     2.    N.J.S.14A:4-5 is amended to read as follows:

     14A:4-5. (1) Every domestic corporation and every foreign corporation authorized to transact business in this State shall file in the Department of the Treasury, within the time prescribed by this section, an annual report, executed on behalf of the corporation, or executed by the registered agent, setting forth:

     (a)   The name of the corporation and, in the case of a foreign corporation, the jurisdiction of its incorporation;

     (b)   The address of the registered office of the corporation in this State, and the name of its registered agent in this State at such address;

     (c)   The names and addresses of the directors and officers of the corporation;

     (d)   (Deleted by amendment, P.L.1988, c.94.)

     (e)   The address of its main business or headquarters office; and

     (f)   The address of its principal business office in New Jersey, if any.

     (2)   The State Treasurer shall designate a date for filing annual reports for each corporation required to submit a report pursuant to this section and shall annually notify the corporation of the date so designated not less than 60 days prior to such date.  The corporation shall file the report within 30 days before or 30 days after the date so designated.  If the date so designated is not more than six months after the date on which an annual report pursuant to the provisions of prior law was filed or on which the certificate of incorporation became effective, the corporation shall not be required to file an annual report until one year after the first occurrence of the date so designated.

     (3)   (Deleted by amendment, P.L.1997, c.139.)

     (4)   The State Treasurer shall furnish annual report forms, shall keep in his office all such reports and shall prepare an alphabetical index thereof, which reports and index shall be open to public inspection at proper hours.

     (5)   In the event a domestic corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of incorporation of the corporation has been revoked and that all powers conferred by law upon it shall thereafter be inoperative and void.  The proclamation of the State Treasurer shall be filed in the office of the State Treasurer.  No corporation's certificate of incorporation shall be revoked pursuant to this subsection if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports.

     (6)   In the event a foreign corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of authority to do business of the corporation and the powers conferred by law upon it shall be revoked.  The proclamation of the State Treasurer shall be filed in the office of the State Treasurer.  No corporation's certificate of authority shall be revoked pursuant to this paragraph if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports.

     (7)   If the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation has been revoked by proclamation, the certificate shall be reinstated by proclamation of the State Treasurer upon: (a) payment by the corporation of all fees due to the State Treasurer, consisting of a reinstatement filing fee of $75.00, tax clearance filing fee of $20, current annual report fee, and all delinquent annual report fees[, and a reinstatement assessment of $200];  and (b) certification of the Director of the Division of Taxation that no cause exists for revocation of the corporation's certificate of incorporation or certificate of authority pursuant to R.S.54:11-2 if the reinstatement request is filed two or more years after the revocation action.  The reinstatement relates back to the date of issuance of the proclamation revoking the certificate of incorporation or the certificate of authority and shall validate all actions taken in the interim.  In the event that in the interim the corporate name has become unavailable, the State Treasurer shall issue the certificate upon, in the case of a domestic corporation, the filing of an amendment to its certificate of incorporation to change the corporate name to an available name, and, in the case of a foreign corporation, the filing of an amended certificate of authority adopting an assumed name.  The State Treasurer shall provide the forms necessary to effect annual report reinstatements.

(cf: P.L.2002, c.34, s.22)

 

     3.    N.J.S.14A:15-2 is amended to read as follows:

     14A:15-2.  On filing any certificate or other papers relative to corporations in the Department of the Treasury, there shall be paid to the State Treasurer, filing fees as follows:

     (1)  Certificate of incorporation and amendments thereto:

     (a)  for filing the original certificate of incorporation...... $125.00

     (b)  for filing a certificate of amendment of the certificate of incorporation, including any number of amendments...... $75.00

     (c)  for filing a certificate of abandonment of one or more amendments of the certificate of incorporation...... $75.00

     (d)  for filing a certificate of merger or a certificate of consolidation...... $75.00

     (e)  for filing a certificate of abandonment of a merger or consolidation...... $75.00

     (2)   Restated certificate of incorporation:

     for filing a restated certificate of incorporation, including any amendments of the certificate of incorporation concurrently adopted...... $75.00

     (3)  Dissolution of corporation:

     (a)  for filing a certificate of dissolution...... $75.00

     (b)  for filing a certificate of revocation of dissolution proceedings...... $75.00

     (4)  Admission and withdrawal of foreign corporation:

     (a)  for filing an application for a certificate of authority to transact business in this State and issuing a certificate of authority...... $125.00

     (b)  for filing an application for an amended certificate of authority to transact business in this State and issuing an amended certificate of authority...... $75.00

     (c)  for filing an application for withdrawal from this State and issuing a certificate of withdrawal...... $75.00

     (d)  for filing a certificate of change of post-office address to which process may be mailed by the State Treasurer...... $25.00

     (e)  for filing a certificate, order or decree with respect to the dissolution of a foreign corporation, the termination of its existence, or the cancellation of its authority, and issuing a certificate of withdrawal...... $75.00

     (5)   Registered office and registered agent:

     (a)   for filing a certificate of change of address of registered office, or change of registered agent, or both...... $25.00

     (b)  (i)  for filing a certificate of change of address of registered agent, where such certificate effects a change in the address of the registered office of one to 499 corporations or of 500 or more corporations in cases where the filing information is not transmitted to the State Treasurer in a machine readable format agreeable to the Division of Commercial Recording, for each corporation named in the certificate...... $25.00

     (ii)  for filing a certificate of change of address of registered agent, where such certificate effects a change in the address of the registered office of 500 or more corporations in cases where the filing information is transmitted to the State Treasurer in a machine readable format agreeable to the Division of Commercial Recording...... $5,000.00

     (iii)  In addition to the fee imposed pursuant to subparagraph (ii) of this paragraph, the State Treasurer may assess an additional fee not to exceed those administrative costs associated with the technical transmission of the filing information.

     (c)   for filing an affidavit of resignation of a registered agent...... $25.00

     (6)   Annual report:

for each such report required to be filed [50.00] ...... $75.00

     (7)   Tax clearance certificate from the Director of the Division of Taxation: for each such certificate required to be filed...... $20.00

(cf: P.L.2002, c.34, s.20)

 

     4.  N.J.S.15A:4-5 is amended to read as follows:

     15A:4-5.  a. Every domestic corporation and every foreign corporation authorized to conduct activities in this State shall file in the office of the [Secretary of State] State Treasurer, within the time prescribed by this section, an annual report, executed on behalf of the corporation, setting forth:

     (1)  the name of the corporation and, in the case of a foreign corporation, the jurisdiction of its incorporation;

     (2)  the address, including the actual location as well as postal designation, if different, of the registered office of the corporation in this State, and the name of its registered agent in this State at that address, and,  if a foreign corporation, the address of its main or headquarters office; and

     (3)  the names and addresses of the trustees and the officers of the corporation, which addresses shall be either the residence address of that person or other address where that person regularly receives mail and which is not the address of the corporation.

     b.  The [Secretary of State] State Treasurer shall designate a date for filing annual reports for each corporation required to submit a report pursuant to this section and shall annually notify the corporation of the date so designated not less than 60 days prior to that date.  The corporation shall file the report within 30 days before or within 30 days after the date so designated. If the date so designated is not more than six months after the date on which an annual report pursuant to the provisions of prior law was filed or on which the certificate of incorporation became effective, the corporation shall not be required to file an annual report until one year after the first occurrence of the date so designated.

     c.  If the report is not filed for two consecutive years, the certificate of incorporation of the corporation or the certificate of authority of a foreign corporation shall, after written demand for the reports by the [Secretary of State] State Treasurer by certified mail addressed to the corporation at the last address appearing of record in the office of the [Secretary of State] State Treasurer, be revoked for the failure to file reports.  No corporation shall be subject to the revocation of  its certificate of incorporation or its certificate of authority if it shall, within 60 days after the written demand, file the reports required by law and  pay to the [Secretary of State] State Treasurer the fee provided by law for the filing of each  report.  Any corporation having its certificate of incorporation or its certificate of authority revoked may cause a reinstatement of the certificate upon payment to the [Secretary of State] State Treasurer of:  the fee then payable upon the filing of the certificate of incorporation; a current annual report fee; and payment of a reinstatement filing assessment as set forth in N.J.S. 15A:15-1.  The reinstatement relates back to the date of issuance of the proclamation revoking the certificate of incorporation or the certificate of authority and shall validate all actions taken in the interim. In the event that in the interim the corporate name has become unavailable, the [Secretary of State] State Treasurer shall issue the certificate upon, in the case of a domestic corporation, the filing of an amendment to its certificate of incorporation to change the corporate name to an available name, and, in the case of a foreign corporation, the filing of an amended certificate of authority adopting an alternate name.  The [Secretary of State] State Treasurer shall provide the forms necessary to effect annual report reinstatements.

     d.  The [Secretary of State] State Treasurer shall furnish annual report forms, shall keep all the reports and shall prepare an alphabetical index thereof.  The reports and index shall be open to public inspection at proper hours.

(cf:  P.L.1997, c.138, s.2)

 

     5.  N.J.S.15A:15-1 is amended to read as follows:

     15A:15-1. Filing Fees of the State Treasurer. On filing any certificate or other papers relative to corporations in the Department of the Treasury, there shall be paid to the State Treasurer filing fees as follows:

     a.     Certificate of incorporation and amendments thereto:

     (1)   for filing the original certificate of incorporation...... $75.00

     (2)   for filing a certificate of amendment of the certificate of incorporation including any number of amendments...... $75.00

     (3)   for filing a certificate of abandonment of one or more amendments of the certificate of incorporation...... $75.00

     (4)   for filing a certificate of merger or a certificate of consolidation...... $75.00

     (5)   for filing a certificate of abandonment of a merger or consolidation...... $75.00

     b.    Restated certificate of incorporation: 

            for filing a restated certificate of incorporation including any amendments of the certificate of incorporation concurrently adopted...... $75.00

     c.     Dissolution of corporation:

     (1)   for filing a certificate of dissolution...... $75.00

     (2)   for filing a certificate of revocation of dissolution proceedings...... $75.00

     d.    Admission and withdrawal of foreign corporation:

     (1)   for filing an application for a certificate of authority to conduct activities in this State and issuing a certificate of   authority...... $125.00

     (2)   for filing an application for an  amended certificate of authority to conduct activities in this State and  issuing an amended certificate of authority...... $75.00

     (3)   for filing an application for withdrawal from this State and issuing a certificate of withdrawal...... $75.00

     (4)   for filing a certificate of change of post office address to which process may be mailed by the State Treasurer...... $25.00

     (5)   for filing a certificate, order or decree with respect to the dissolution of a foreign corporation, the termination of its existence, or the cancellation of its authority, and issuing a certificate of withdrawal...... $75.00

     e.     Registered office and registered agent:

     (1)   for filing a certificate of change of address of registered office, or change of registered agent or both...... $25.00

     (2)   for filing a certificate of change of address of registered  agent where such certificate effects a change in the address of the registered office of one or more corporations, for  each corporation named in the certificate...... $25.00

     (3)   for filing an affidavit of resignation of a registered agent...... $25.00

     f.     Annual report:

     for each such report required to be filed [$25.00] ...... $30.00

     g.    Reinstatement filing assessment:

            payment of a reinstatement filing assessment...... $75.00.

(cf:  P.L.2002, c.34, s.23)

 

     6.  Section 49 of P.L.2000, c.161 (C.42:1A-49) is amended to read as follows:

     49.  a. A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the office of the Division of Commercial Recording in the Department of the Treasury which contains:

     (1)  the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;

     (2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this State, if any; and

     (3)  if the partnership does not have an office in this State, the name and street address of the partnership's current agent for service of process.

     b.    An annual report shall be filed each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State.

     c.     The State Treasurer may revoke the statement of qualification of a partnership that fails to file an annual report when due or pay the required filing fee.  To do so, the State Treasurer shall provide the partnership at least 60 days' written notice of intent to revoke the statement.  The notice shall be mailed to the partnership at its chief executive office set forth in the last filed statement of qualification or annual report.  The notice shall specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation.  The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation.

     d.    A revocation under subsection c. of this section only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.

     e.     A partnership whose statement of qualification has been revoked may apply to the Division of Commercial Recording in the Department of the Treasury for reinstatement within two years after the effective date of the revocation.  The application shall state:

     (1)  the name of the partnership and the effective date of the revocation; [and]

     (2)  that the ground for revocation either did not exist or has been corrected ; and

     (3)  payment by the partnership of all fees due to the State Treasurer including a reinstatement filing fee of $75.00, current annual report fee, and all delinquent annual report fees.

     f.     A reinstatement under subsection e. of this section relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.

(cf:  P.L.2000, c.161, s.49)

 

     7.  Section 65 of P.L.1983, c.489 (C.42:2A-68) is amended to read as follows:

     65.  Filing fees of the State Treasurer. On filing any certificate or other papers relative to limited partnerships in the Department of the Treasury, there shall be paid to the State Treasurer, filing fees, in addition to any applicable recording fees:

     a.     Filing an application to reserve

            a specified limited partnership name and issuing a certificate of reservation...... $50.00

     If application is for the first name available for limited partnership use among not more than three specified names...... $50.00

     b.    Filing a notice of transfer of a reserved limited partnership name...... $50.00

     c.     Filing original certificate of limited partnership...... $125.00

     d.    Filing a certificate of amendment to the certificate of limited partnership, including any number of amendments...... $75.00

     e.     Filing certificate of cancellation...... $75.00

     f.     Filing order or judgment amending certificate of limited partnership or cancellation...... $75.00

     g.    Filing application by a foreign limited partnership to transact business in this State and issuing a certificate of authority...... $125.00

     h.    Filing application by a foreign limited partnership for amended certificate to transact business in this State and issuing an amended certificate of authority...... $75.00

     i.     Filing annual report [$50.00] ...... $75.00

     j.     Filing a certificate or registration of an alternate name...... $50.00

     k.    Filing a renewal of registration of alternate name...... $50.00

     l.     Limited partnership status reports--per name...... $5.00

     m.  Filing a change of agent or office, or both...... $25.00

     n.    All other certificates issued or papers filed but not otherwise provided for...... $125.00

     o.    Issuing a standing certificate...... $25.00

     p.    Issuing a certificate or providing name availability up to three names...... $25.00

     q.    Filing a certificate of correction...... $50.00

(cf:  P.L.2002, c.34, s.35)

 

     8.  Section 66 of P.L.1983, c.489 (C.42:2A-69) is amended to read as follows:

     66.  Annual report to the State Treasurer by domestic limited partnerships.

     a.     Every domestic limited partnership authorized in this State shall file in the Department of the Treasury, within the time prescribed by this section, an annual report, executed on behalf of the limited partnership or executed by the registered agent setting forth:

     1.    The name of the limited partnership;

     2.    The address, including the actual location as well as the postal designation, if different, of the registered agent in this State; and

     3.    The name of the registered agent.

     b.    The State Treasurer shall designate a date of filing annual reports for each limited partnership required to submit a report pursuant to this section.

     c.     If the report is not filed for two consecutive years, the certificate of limited partnership shall, after written demand for the reports by the State Treasurer by mail addressed to the limited partnership at the last address appearing of record in the office of the State Treasurer, remain filed but be transferred to an inactive list.  A limited partnership shall not have its certificate of limited partnership transferred to the inactive list if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report.

     d.  (1) Any domestic limited partnership on the inactive list may return to active status by:

     (a)   Paying to the State Treasurer the current annual report fee, all delinquent annual report fees, and a reinstatement filing fee of $75 [and a reinstatement filing assessment of $200]; [and]

     (b)   Submitting a certificate of amendment adopting a name which complies with paragraph (4) of subsection a. of section 6 of P.L.1983, c.489 (C.42:2A-6), if the name of the inactive limited partnership does not comply with paragraph (4) of subsection a. of section 6 ; and

     (c) A tax clearance certificate if the reinstatement is filed two or more years after a limited partnership has been placed on the inactive list.

     (2)   The State Treasurer shall provide the forms necessary to effect annual report reinstatements.

     e.     A limited partnership whose certificate has been transferred to the inactive list shall remain a limited partnership formed under this chapter or under R.S.42:2-1 et seq., but no name reservations, transfers of reserved names, or certificates of amendment may be filed until the limited partnership whose certificate has been placed on the inactive list regains active status. A limited partner of a limited partnership is not liable as a general partner of the limited partnership solely by reason of the transfer of the certificate of limited partnership to the inactive list.

     f.     The State Treasurer shall furnish annual report forms, shall keep all the reports and shall prepare an index thereof.  The reports shall be open to public inspection at proper hours.

(cf:  P.L.2002, c.34, s.36)

 

     9.  Section 67 of P.L.1983, c.483 (C.42:2A-70) is amended to read as follows

     67. Annual report to State Treasurer by foreign limited partnership.

     a.     Every foreign limited partnership authorized to transact business in this State shall file in the office of the State Treasurer, within the time prescribed by this section, an annual report, executed on behalf of the foreign limited partnership setting forth:

     1.    The name of the foreign limited partnership;

     2.    The address, including the actual location as well as postal designation, if different, of the registered agent in this State; and

     3.    The name of the registered agent.

     b.    The State Treasurer shall designate a date for filing annual reports for each foreign limited partnership required to submit a report pursuant to this section.

     c.     If the report is not filed for two consecutive years, the certificate of a foreign limited partnership to transact business in this State shall, after written demand for the reports by the State Treasurer by certified mail addressed to the foreign limited partnership at the last address appearing of record in the office of the State Treasurer, be revoked for the failure to file reports.  A foreign limited partnership shall not be subject to the revocation of its certificate to transact business in this State if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report.

     d.    Any foreign limited partnership may, within two years of the revocation of its certificate to transact business in this State, cause a reinstatement of the certificate upon:

     (1)   payment to the State Treasurer of the current annual report fee, all delinquent annual report fees, and a reinstatement filing fee of $75 [and a reinstatement filing assessment of $200]; and

     (2)   compliance with the requirements of subsection c. of section 6 of P.L.1983, c.489 (C.42:2A-6), if the name of the inactive foreign limited partnership does not comply with the provisions of paragraph (4) of subsection a. of section 6 of P.L.1983, c.489 (C.42:2A-6).

     e.     A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the revocation, pursuant to this section, of the certificate of authority to transact business in this State.

     f.     The State Treasurer shall furnish annual report forms, including the forms necessary to effect annual report reinstatements, shall keep all the reports and shall prepare an index thereof.  The reports shall be open to public inspection at proper hours.

(cf:  P.L.2002, c.34, s.37)

 

     10.  Section 26 of P.L.2012, c.50 (C.42:2C-26) is amended to read as follows:

     26.  Annual Report for Filing Office.

     a.     Each domestic and foreign limited liability company shall file an annual report with the filing office, setting forth:

     (1)   the name and address of the limited liability company;

     (2)   the name and address of the registered agent of the limited liability company; and

     (3)   the name and addresses of the managing members or managers, as the case may be.

     b.    If no annual report is filed as required by this section for two consecutive years:

     (1)   the certificate of a domestic limited liability company shall be transferred to an inactive list maintained by the filing office. A limited liability company on the inactive list shall remain a limited liability company and the limited liability of its members and managers shall not be affected by its transfer to this list. The name of a limited liability company on the inactive list shall, subject to any other rights that limited liability company may have to its name, be available for use by any other limited liability company, including a newly-formed limited liability company.

     (2)   the certificate of a foreign limited liability company may be revoked by the filing office.

     (3)   if the certificate of a domestic limited liability company has been transferred to the inactive list or if the certificate of a foreign limited liability company has been revoked, the certificate shall be reinstated by proclamation of the filing office upon payment of all fees due to the filing office, consisting of a reinstatement filing fee, current annual report fee [,] and all delinquent annual report fees [, and a late filing fee]. The reinstatement relates back to the date of transfer of the certificate of a domestic limited liability company to the inactive list or to the date of revocation of the certificate of a foreign limited liability company, as the case may be, and shall validate all actions taken in the interim.  In the event that in the interim the name of the limited liability company has become unavailable, the filing office shall reinstate the certificate upon, in the case of a domestic limited liability company, the filing of an amendment to its certificate of formation to change the name to an available name, and in the case of a foreign limited liability company, the filing of an amended certificate of authority changing the name to an available name.  The filing office shall provide the forms necessary to effect annual report reinstatements.

(cf:  P.L.2012, c.50, s.26)

 

     11.  Section 54 of P.L.2012, c.50 (C.42:2C-54) is amended to read as follows:

     54.  Reinstatement Following Administrative Dissolution.

     a.     A limited liability company that has been placed on the inactive list may apply to the filing office for reinstatement. The application shall be delivered to the filing office for filing and state:

     (1)   the name of the company and such other information as may be required by the filing office to correctly identify the company; and

     (2)   that the company's name satisfies the requirements of section 8 of this act.

     b.    If the filing office determines that an application under subsection a. of this section contains the required information and that the information is correct, the filing office shall reinstate the company and provide notice of the reinstatement to the company.

     c.     When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the filing office action placing the company on the inactive list, and the limited liability company may resume its activities as if the filing office action had not occurred.

     d.    A reinstatement filed two or more years after a limited liability company has been placed on the inactive list shall require a tax clearance certificate.

(cf:  P.L.2012, c.50, s.54).

 

     12.  Section 63 of P.L.2012, c.50 (C.42:2C-63) is amended to read as follows:

     63.  Reinstatement of Certificate of Authority.

     a.     A foreign limited liability company that has been revoked may apply to the filing office for reinstatement. The application shall be delivered to the filing office for filing and state:

     (1)   the name of the company and such other information as may be required by the filing office to correctly identify the company; and

     (2)   that the company's name satisfies the requirements of section 8 of this act.

     b.    If the filing office determines that an application under subsection a. of this section contains the required information and that the information is correct, the filing office shall reinstate the company and provide notice of the reinstatement to the company.

     c.     When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the filing office revocation action, and the foreign limited liability company may resume its activities as if the filing office action had not occurred.

     d. A reinstatement filed two or more years after a foreign limited liability company that has been revoked shall require a tax clearance certificate.

(cf:  P.L.2012, c.50, s.63)

 

     13.  Section 93 of P.L.2012, c.50 (C.42:2C-93) is amended to read as follows:

     93.  Fees.

     a.     No document required to be filed under this act shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the State Treasurer for the use of the State:

     (1)   Upon the receipt for filing of a certificate of registration of alternate name or a certificate of renewal pursuant to section 9 of this act, a fee in the amount of $50.

     (2)   Upon the receipt for filing of an application for reservation of name, an application for renewal of reservation or a notice of transfer or cancellation of reservation pursuant to section 10 of this act, a fee in the amount of $50.

     (3)   Upon the receipt for filing of a statement under section 15 of this act, a fee in the amount of $25, upon the receipt for filing of a statement under section 16 of this act, a fee in the amount of $25 and a further fee of $10 for each limited liability company affected by that statement.

     (4)   Upon the receipt for filing of a certificate of formation under section 18 of this act, a fee in the amount of $125; and upon receipt for filing, a certificate of correction under section 23 of this act, a certificate of amendment or restatement under section 19 of this act, a certificate of dissolution under section 49 of this act, or articles of merger under section 76 of this act, a fee in the amount of $100.

     (5)   Upon the filing of articles of conversion under section 80 of this act, a fee in the amount of $100.

     (6)   Upon filing of an annual report, a fee in the amount of [$50.00] $75.00.

     (7)   Upon requesting a reinstatement of a certificate of a limited liability company [, a late filing fee of $200.00 and a reinstatement filing fee of $75.00].

     (8)   For certifying copies of any paper on file as provided for by this act, a fee in the amount of $25 for each copy certified.

     (9)   The State Treasurer may issue copies of instruments on file as well as other copies, and for all of those copies, whether certified or not, a fee in the amount of $10 for the first page and $2 per page thereafter shall be paid.

     (10)  Upon the receipt for filing of an application for certificate of authority as a foreign limited liability company under section 58 of this act or a certificate of cancellation under section 64 of this act, a fee in the amount of $125.

     (11)  For preclearance of any document for filing, a fee in the amount of $100.

     (12)  For preparing and providing a written report of a record search, a fee in the amount of $50.

     (13)  For issuing any certificate of the State Treasurer, including but not limited to a certificate of good standing, other than a certification of a copy under paragraph (8) of this subsection, a fee in the amount of $50, except that for issuing any certificate of the State Treasurer that recites all of a limited liability company's filings with the State Treasurer, a fee of $100 shall be paid for each such certificate.

     (14)  For receiving and filing or indexing any certificate, affidavit, agreement or any other paper provided for by this act, for which no different fee is specifically prescribed, a fee in the amount of $75.

     (15)  The State Treasurer may in his discretion charge a fee of $50 for each check received for payment of any fee that is returned due to insufficient funds or the result of a stop payment order.

     b.    In addition to those fees charged under subsection a. of this section, there shall be collected by and paid to the State Treasurer the following:

     (1)   for all services described in subsection a. of this section that are requested to be completed within the same day as the day of the request, an additional sum of up to $50; and

     (2)   for all services described in subsection a. of this section that are requested to be completed within a 24-hour period from the time of the request, an additional sum of up to $25.

     The State Treasurer shall establish, and may from time to time amend, a schedule of specific fees payable pursuant to this subsection.

     c.     The State Treasurer may in his discretion permit the extension of credit for the fees required by this section upon such terms as he shall deem to be appropriate.

(cf:  P.L.2012, c.50, s.93)

 

     14.  There is appropriated from the General Fund to the Department of the Treasury an amount not to exceed $50,000 to carry out the streamlined business dissolution and reinstatement program established pursuant to section 1 of P.L.    , c.    (C.       ) (pending before the Legislature as this bill)

 

     15.  This act shall take effect immediately.

 

 

STATEMENT

 

     This bill implements a business assistance initiative proposed as part of the Governor's Fiscal Year 2020 Budget recommendations.  The sponsor believes this bill will improve New Jersey's business climate by simplifying its business reinstatement and dissolution processes and laying the foundation for a more effective and responsive system in the future.

     Under current law, businesses, including corporations and limited liability companies, may have their charters revoked or placed on an inactive list for failing to make required filings (e.g. annual reports or tax returns) with the Department of the Treasury.  Businesses that fall into lapsed status and that wish to reinstate or dissolve their charts in an orderly fashion are required to follow multiple overlapping steps.  Corporations are required to obtain a tax clearance certificate and pay any outstanding taxes, fees, and penalties. 

     This bill is intended to improve the State's business registry program by establishing a temporary scheme to help approximately 370,000 business entities that are presently in an inactive or revoked status to achieve reinstatement, or execute a streamlined termination to end their operations, without risk of exposure to additional tax compliance issues by filing a single application and supporting documentation with the Division of Revenue and Enterprise Services in the Department of the Treasury.  Under the temporary program, business would be required to pay an administrative fee of $500 and attest that they have satisfied any known tax obligations.

     The bill also makes structural improvements to the business registration program by eliminating the reinstatement fee for late filing and establishing a grace period for waiver of the tax clearance requirement for recently revoked entities.

     Finally, the bill adjusts and realigns the current annual report fee structure.  The annual report fee for for-profit entities increases by $25 (from $50 to $75) and the annual report fee for non-profit entities increases by $5 (from $25 to $30).  These fee amounts have not been increased since 2002.

 

 

                                

 

     Provides limited period for dissolution or reinstatement of revoked or inactive business charters using expedited process, allows for payment of reduced administrative fee, and revises certain business filing fees.

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