The North Carolina General Assembly recently passed legislation (Session Law 2010-31), which went into effect June 30, 2010, making a few changes in the annual report filing requirements for North Carolina corporations and limited liability companies. Amazingly, the new law may actually result in some limited liability companies not having to pay the $200 annual report filing fee in 2011 – a small glimmer of sunshine for some in this difficult economy.
Annual reports for corporations are now due by the 15th day of the fourth month following the close of the corporation’s fiscal year, rather than the 15th day of the third month. For calendar year taxpayers, this means that corporate annual reports are now due April 15th, as they are for limited liability companies.
Limited liability company annual reports are now due in North Carolina beginning April 15th of the first calendar year following the year in which the company is formed. While this was thought to be the case under the prior statute for several years, the Secretary of State clarified a few years back that the statute required an annual report filing every April 15th that the company was in existence, even if the company had just recently been organized. As a result, many LLC’s found themselves having to file an additional annual report if their initial Articles of Organization were originally filed between January 1st and April 14th.
The new law clarifies that no annual report fee is required to be paid for the year in which the LLC is first organized. Further, the law is made retroactive to September 1, 2001, meaning that some LLC’s may be paid up one year in advance if they have kept their annual filings up to date. While the “overpayment” cannot be refunded, a credit against the 2011 annual report fee is permitted, meaning that those companies will not be required to pay the $200 filing fee when filing their 2011 annual report online.
The Secretary of State maintains on its webpage (http://www.secretary.state.nc.us/corporations/CSearch.aspx) a matrix showing the years for which each LLC has filed annual reports, and any reports that remain due. Call me if you have any questions as to whether you are required to pay an annual report filing fee in 2011.