Bill Text - SB18 (2017)

(New Title) relative to reinstatement of foreign corporations and foreign limited liability partnerships.


Revision: June 2, 2017, 1:51 p.m.

SB 18 - VERSION ADOPTED BY BOTH BODIES

 

02/23/2017   0464s

2017 SESSION

17-0916

01/03

 

SENATE BILL 18

 

AN ACT relative to reinstatement of foreign corporations and foreign limited liability partnerships.

 

SPONSORS: Sen. Birdsell, Dist 19

 

COMMITTEE: Commerce

 

-----------------------------------------------------------------

 

AMENDED ANALYSIS

 

This bill establishes procedures for reinstatement of foreign corporations and foreign limited liability companies.

 

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

 

Explanation: Matter added to current law appears in bold italics.

Matter removed from current law appears [in brackets and struckthrough.]

Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.

02/23/2017   0464s 17-0916

01/03

 

STATE OF NEW HAMPSHIRE

 

In the Year of Our Lord Two Thousand Seventeen

 

AN ACT relative to reinstatement of foreign corporations and foreign limited liability partnerships.

 

Be it Enacted by the Senate and House of Representatives in General Court convened:

 

1  New Subparagraph; Procedure for and Effect of Revocation; Foreign Corporations.  Amend RSA 293-A:15.31 by inserting after subparagraph (d) the following new subparagraph:

(e)  A foreign corporation whose certificate of authority has been revoked under this section may apply to the secretary of state for reinstatement by completion of a reinstatement form together with payment of fees in arrears at the time of revocation.  Beyond 120 days, a reinstatement shall be accompanied by, in addition to the above, annual fees for the years since the revocation, if the foreign corporation was doing business in this state during those years, and a certificate from the New Hampshire department of revenue administration indicating there are no taxes due to the department.

2  New Paragraph; Procedures for and Effect of Revocation; Foreign Limited Liability Companies.  Amend RSA 304-C:184 by inserting after paragraph IV the following new paragraph:

V.  A foreign limited liability company whose certificate of authority has been revoked under this section may apply to the secretary of state for reinstatement by completion of a reinstatement form together with payment of fees in arrears at the time of revocation.  Beyond 120 days, a reinstatement shall be accompanied by, in addition to the above, annual fees for the years since the revocation, if the foreign corporation was doing business in this state during those years, and a certificate from the New Hampshire department of revenue administration indicating there are no taxes due to the department.

3  Effective Date.  This act shall take effect 60 days after its passage.

 

LBAO

17-0916

Amended 3/2/17

 

SB 18- FISCAL NOTE

AS AMENDED BY THE SENATE (AMENDMENT #2017-0464s)

 

AN ACT (New Title) relative to reinstatement of foreign corporations and foreign limited liability partnerships.

 

FISCAL IMPACT:      [ X ] State              [    ] County               [    ] Local              [    ] None

 

 

 

Estimated Increase / (Decrease)

STATE:

FY 2018

FY 2019

FY 2020

FY 2021

   Appropriation

$0

$0

$0

$0

   Revenue

$45,000

$45,000

$45,000

$45,000

   Expenditures

$30,000

$0

$0

$0

Funding Source:

  [    ] General            [    ] Education            [    ] Highway           [ X ] Other

 

METHODOLOGY:

This bill would allow foreign (out-of-state) businesses doing business in New Hampshire to reinstate if they fall out of good standing with the Department of State Corporation Division and the State.  Current law allows foreign businesses to “file new” without the additional paperwork and fees.  The Department states domestic (in-state) businesses that fall out of good standing with the Department of State Corporation Division and the State are administratively dissolved, and may "reinstate" if they so choose.  Such businesses must file past annual reports and fees due plus letters of good standing from the Department of Revenue Administration.  

 

The Department of State estimates 300 foreign business requalifications are filed annually.  The bill would add additional fees of $100 for back annual reports and $50 for reinstatement to the existing fee of $100, raising the total fees to $250.  The net increase is $150 per filing and amounts to a net revenue increase of $45,000 per year (300 x $150).  The Department estimates the cost of upgrading the Corporation Division filings system to be approximately $30,000.

 

AGENCIES CONTACTED:

Department of State

 

SB 18 - VERSION ADOPTED BY BOTH BODIES

 

02/23/2017   0464s

2017 SESSION

17-0916

01/03

 

SENATE BILL 18

 

AN ACT relative to reinstatement of foreign corporations and foreign limited liability partnerships.

 

SPONSORS: Sen. Birdsell, Dist 19

 

COMMITTEE: Commerce

 

-----------------------------------------------------------------

 

AMENDED ANALYSIS

 

This bill establishes procedures for reinstatement of foreign corporations and foreign limited liability companies.

 

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

 

Explanation: Matter added to current law appears in bold italics.

Matter removed from current law appears [in brackets and struckthrough.]

Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.

02/23/2017   0464s 17-0916

01/03

 

STATE OF NEW HAMPSHIRE

 

In the Year of Our Lord Two Thousand Seventeen

 

AN ACT relative to reinstatement of foreign corporations and foreign limited liability partnerships.

 

Be it Enacted by the Senate and House of Representatives in General Court convened:

 

1  New Subparagraph; Procedure for and Effect of Revocation; Foreign Corporations.  Amend RSA 293-A:15.31 by inserting after subparagraph (d) the following new subparagraph:

(e)  A foreign corporation whose certificate of authority has been revoked under this section may apply to the secretary of state for reinstatement by completion of a reinstatement form together with payment of fees in arrears at the time of revocation.  Beyond 120 days, a reinstatement shall be accompanied by, in addition to the above, annual fees for the years since the revocation, if the foreign corporation was doing business in this state during those years, and a certificate from the New Hampshire department of revenue administration indicating there are no taxes due to the department.

2  New Paragraph; Procedures for and Effect of Revocation; Foreign Limited Liability Companies.  Amend RSA 304-C:184 by inserting after paragraph IV the following new paragraph:

V.  A foreign limited liability company whose certificate of authority has been revoked under this section may apply to the secretary of state for reinstatement by completion of a reinstatement form together with payment of fees in arrears at the time of revocation.  Beyond 120 days, a reinstatement shall be accompanied by, in addition to the above, annual fees for the years since the revocation, if the foreign corporation was doing business in this state during those years, and a certificate from the New Hampshire department of revenue administration indicating there are no taxes due to the department.

3  Effective Date.  This act shall take effect 60 days after its passage.

 

LBAO

17-0916

Amended 3/2/17

 

SB 18- FISCAL NOTE

AS AMENDED BY THE SENATE (AMENDMENT #2017-0464s)

 

AN ACT (New Title) relative to reinstatement of foreign corporations and foreign limited liability partnerships.

 

FISCAL IMPACT:      [ X ] State              [    ] County               [    ] Local              [    ] None

 

 

 

Estimated Increase / (Decrease)

STATE:

FY 2018

FY 2019

FY 2020

FY 2021

   Appropriation

$0

$0

$0

$0

   Revenue

$45,000

$45,000

$45,000

$45,000

   Expenditures

$30,000

$0

$0

$0

Funding Source:

  [    ] General            [    ] Education            [    ] Highway           [ X ] Other

 

METHODOLOGY:

This bill would allow foreign (out-of-state) businesses doing business in New Hampshire to reinstate if they fall out of good standing with the Department of State Corporation Division and the State.  Current law allows foreign businesses to “file new” without the additional paperwork and fees.  The Department states domestic (in-state) businesses that fall out of good standing with the Department of State Corporation Division and the State are administratively dissolved, and may "reinstate" if they so choose.  Such businesses must file past annual reports and fees due plus letters of good standing from the Department of Revenue Administration.  

 

The Department of State estimates 300 foreign business requalifications are filed annually.  The bill would add additional fees of $100 for back annual reports and $50 for reinstatement to the existing fee of $100, raising the total fees to $250.  The net increase is $150 per filing and amounts to a net revenue increase of $45,000 per year (300 x $150).  The Department estimates the cost of upgrading the Corporation Division filings system to be approximately $30,000.

 

AGENCIES CONTACTED:

Department of State