HB860: Document filings, post-assessment; allows SCC to file with respect to stock & nonstock corp., etc.
Be it enacted by the General Assembly of Virginia:
1. That §§ 13.1-615, 13.1-815, 13.1-1065, 13.1-1255, and 50-73.70 of the Code of Virginia are amended and reenacted as follows:
§ 13.1-615. Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions.
A. The Commission shall assess the registration fees and shall charge and collect the filing fees, charter fees, and entrance fees imposed by law. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment.
B. The Commission shall not issue any certificate
or file or issue with respect to any domestic or foreign
corporation any document or certificate specified
in this chapter, except the report required by § 13.1-775, a statement of change
pursuant to § 13.1-635 or 13.1-764, and a statement of
resignation pursuant to § 13.1-636 or 13.1-765, until
all fees, fines, penalties, and interest assessed, imposed, charged, or to be
collected by the Commission pursuant to this chapter or Title 12.1 have been
paid by or on behalf of such corporation. However,
a certificate of termination of corporate existence may be issued under the
provisions of § 13.1-751 without requiring prepayment of any such assessment. Notwithstanding the
foregoing, the Commission may file or issue any document or
certificate with respect to a domestic or foreign corporation that has been
assessed an annual registration fee if the document or
certificate is
filed or issued with an effective date that is prior to the due date of
the corporation’s annual registration fee payment in any year.
Except as provided hereinafter, the issuance of such a
certificate of termination of corporate existence pursuant to §
13.1-751 shall not have the effect of releasing any obligation
that has accrued in favor of the Commonwealth on account of such assessment.
Any domestic corporation that has ceased to exist in the
Commonwealth because of the issuance of a certificate of termination of
corporate existence, certificate of incorporation surrender or certificate of
entity conversion or any foreign corporation that has obtained a certificate of
withdrawal, effective prior to its annual report due date pursuant to
subsection C of § 13.1-775 in any year, shall not be required to pay the
registration fee for that year. Any domestic or foreign corporation that has
merged, effective prior to its annual report due date pursuant to subsection C
of § 13.1-775 in any year, into a surviving domestic corporation or into a surviving
foreign corporation that files with the Commission the certificate of merger
prior to such date, shall not be required to pay the registration fee for that
year. The Commission shall enter an order withdrawing and cancelling canceling the registration fee assessments specified in this
section that remain unpaid. Any foreign corporation that has amended its
articles of incorporation to reduce the number of shares it is authorized to
issue, effective prior to its annual assessment date pursuant to subsection B
of § 13.1-775.1 of a given year, and has timely filed an authenticated copy of
the amendment with the Commission pursuant to § 13.1-760 after its annual
assessment date pursuant to subsection B of § 13.1-775.1, shall have its
registration fee reassessed to reflect the new number of authorized shares.
Registration fee assessments that have been paid shall not be refunded.
§ 13.1-815. Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions.
A. The Commission shall assess the registration fees and shall charge and collect filing fees, the charter fees and entrance fees imposed by law. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document which is not accepted for filing, at any time within one year from the date of its payment.
B. The Commission shall not issue any certificate
or file or issue with respect to any domestic or foreign
corporation any document or certificate specified
in this chapter, except the report required by § 13.1-936, a statement of change
pursuant to § 13.1-834 or
13.1-926, and a statement of
resignation pursuant to § 13.1-835 or
13.1-927, until
all fees, charges, fines, penalties, and interest assessed, imposed, charged,
or to be collected by the Commission pursuant to this chapter or Title 12.1
have been paid by or on behalf of such corporation. However,
a certificate of termination of corporate existence may be issued under the
provisions of § 13.1-913 without requiring prepayment of any such assessment,
but Notwithstanding the foregoing, the Commission may
file or issue any document or
certificate with respect to a domestic or foreign corporation that has been
assessed an annual registration fee if the document or
certificate is filed or issued with an effective date that is
prior to the due date of the corporation's
annual registration payment in any year. Except as hereinafter provided, the issuance of such a
certificate of termination of corporate existence pursuant to §
13.1-913 shall
not have the effect of releasing any obligation that has accrued in favor of
this Commonwealth on account of such assessment, except as provided
hereinafter.
Any domestic corporation that has ceased to exist because of
the issuance of a certificate of termination of corporate existence or
certificate of incorporation surrender or any foreign corporation that has
obtained a certificate of withdrawal, effective prior to its annual report due
date pursuant to subsection C of § 13.1-936 in any year, shall not be required
to pay the registration fee for that year. Any domestic or foreign corporation
that has merged, effective prior to its annual report due date pursuant to
subsection C of § 13.1-936 in any year, into a surviving domestic corporation
or into a surviving foreign corporation that files with the Commission the
certificate of merger prior to such date, shall not be required to pay the
registration fee for that year. The Commission shall enter an order withdrawing
and cancelling canceling
the registration fee assessments above specified remaining unpaid. Registration
fee assessments that have been paid shall not be refunded.
§ 13.1-1065. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds.
A. The Commission shall not file or issue with respect to any
domestic or any foreign limited liability company
any document or certificate referred
to specified in this chapter, except
a statement of change pursuant to § 13.1-1016 and a
statement of resignation pursuant to § 13.1-1017, until all fees,
fines, penalties, and interest assessed, imposed, charged, or to be collected
by the Commission pursuant to this chapter or Title 12.1 have been paid by or
on behalf of such limited liability company. Notwithstanding the
foregoing, the Commission may file or issue any
document or certificate with respect to a domestic or foreign limited liability
company that has been assessed an annual registration fee if the document or
certificate is filed or issued with an effective date that is
prior to the due date of the limited
liability company's annual registration
fee payment in any year.
B. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment.
§ 13.1-1255. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds.
A. The Commission shall not file or issue with respect to any
domestic or any foreign business trust any document
or certificate referred to specified
in this chapter, except a statement of change pursuant to § 13.1-1221
and a statement of resignation pursuant to § 13.1-1222, until all
fees, fines, penalties, and interest assessed, imposed, charged, or to be
collected by the Commission pursuant to this chapter or Title 12.1 have been
paid by or on behalf of such business trust. Notwithstanding the
foregoing, the Commission may file or issue any
document or certificate with respect to a domestic or foreign business trust
that has been assessed an annual registration fee if the document or
certificate is filed or issued with an
effective date that is prior to the
due date of the business trust's annual registration
fee payment in any year.
B. The Commission shall have the authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment.
§ 50-73.70. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds.
A. The Commission shall not file or issue with respect to any
domestic or any foreign limited partnership any document
or certificate referred to specified
in this chapter, except a statement of change pursuant to § 50-73.5
and a statement of resignation pursuant to § 50-73.6, until all
fees, fines, penalties, and interest assessed, imposed, charged, or to be
collected by the Commission pursuant to this chapter or Title 12.1 have been
paid by or on behalf of such limited partnership. Notwithstanding the
foregoing, the Commission may file or issue any document
or certificate with respect to a domestic or foreign
limited partnership that has been assessed an annual registration fee if the
document or certificate is filed
or issued with an effective date that is prior
to the due date of the limited
partnership's annual registration fee payment in
any year.
B. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment.