H. B. 2002
(By Delegates Ashley, Given and Hall)
[Introduced February 12, 1997; referred to the
Committee on Finance.]
A BILL to amend and reenact sections two, three and eight,
article twelve-c, chapter eleven of the code of West
Virginia, one thousand nine hundred thirty-one, as amended,
all relating to corporate license tax; requiring the filing
of a corporate license tax return to engage in business
activity in this state; requiring the filing of a corporate
license tax return when applying for a certificate of
incorporation; requiring certain information regarding
officers and members of the board of directors on the
return; penalties for failure to file the corporate license
tax return; revocation of certificate of incorporation of
corporations who have a common director or officer of
another corporation delinquent in its payment of taxes.
Be it enacted by the Legislature of West Virginia:
That sections two, three and eight, article twelve-c, chapter eleven of the code of West Virginia, one thousand nine
hundred thirty-one, as amended, be amended and reenacted, all to
read as follows:
ARTICLE 12C. CORPORATE LICENSE TAX.
§11-12C-2. Corporate license required; tax levied; exemption
from tax; effective date.
(a) Corporate license required. -- No corporation, domestic
or foreign, may engage in any business activity in this state
without filing a corporate license tax return and paying the
corporate license tax to the tax commissioner of the state of
West Virginia as required in this article, except as provided in
subsection (c) of this section.
(b) Tax levied. -- Every corporation shall pay an annual
corporate license tax for the license year which begins on the
first day of July of each year and ends the thirtieth day of the
following June. This tax shall be in addition to the annual fee,
if any, payable to the secretary of state as attorney-in-fact.
The amount of this tax shall be as follows:
(1) Amount of license tax on domestic corporations. -- Every
domestic corporation shall pay an annual license tax on its
charter for the fiscal year beginning on the first day of July of
each year, based on its authorized capital stock as follows: If
the authorized capital stock be five thousand dollars, or less,
twenty dollars; if more than five thousand dollars and not more than ten thousand dollars, thirty dollars; if more than ten
thousand dollars and not more than twenty-five thousand dollars,
forty dollars; if more than twenty-five thousand dollars and not
more than fifty thousand dollars, fifty dollars; if more than
fifty thousand dollars and not more than seventy-five thousand
dollars, eighty dollars; if more than seventy-five thousand
dollars and not more than one hundred thousand dollars, one
hundred dollars; if more than one hundred thousand dollars and
not more than one hundred and twenty-five thousand dollars, one
hundred and ten dollars; if more than one hundred and twenty-five
thousand dollars and not more than one hundred and fifty thousand
dollars, one hundred and twenty dollars; if more than one hundred
and fifty thousand dollars and not more than one hundred and
seventy-five thousand dollars, one hundred and forty dollars; if
more than one hundred and seventy-five thousand dollars and not
more than two hundred thousand dollars, one hundred and fifty
dollars; if more than two hundred thousand dollars and not more
than one million dollars, one hundred and eighty dollars, and an
additional twenty cents on each one thousand dollars, or fraction
thereof, in excess of two hundred thousand dollars; if more than
one million dollars and not more than fifteen million dollars,
three hundred and forty dollars, and an additional fifteen cents
on each one thousand dollars, or fraction thereof, in excess of
one million dollars; if more than fifteen million dollars, twenty-five hundred dollars. The license tax collected hereunder
shall be in addition to the annual fee, if any, payable to the
secretary of state as statutory attorney-in-fact. For the
purpose of the assessment of the license tax provided by this
section, and for no other purpose, shares of stock having no par
value shall be presumed to be of the par value of twenty-five
dollars each: Provided, That if such stock was originally issued
for a consideration greater than twenty-five dollars per share,
such license taxes as are required to be paid to the tax
commissioner shall be computed upon the basis of the
consideration for which such stock was issued.
(2) Amount of license tax on foreign corporations. -- It
shall be the duty of the tax commissioner to assess and fix the
license tax of each foreign corporation engaging in business
activity in this state according to the proportion of its issued
and outstanding capital stock which is represented by its
property owned and used in this state, which license tax shall be
at the rate prescribed in subdivision (1) of this subsection (b),
plus seventy-five percent of such tax. In no event shall any
such foreign corporation pay an annual license tax of less than
two hundred fifty dollars, which shall be in addition to the fee
of the secretary of state as statutory attorney-in-fact. The tax
commissioner may in any case require such additional information
as he or she may deem necessary to enable him or her to assess and fix the just amount of license tax of such corporation; it
shall be his or her duty to notify every such corporation of the
amount so assessed; and it shall be the duty of the corporation
to pay the same to the tax commissioner within thirty days
thereafter, and if it fail to do so it shall be liable to the
penalties prescribed in, or pursuant to, this article.
(c) Exemptions. -- Nonprofit corporations are exempt from
payment of the corporate license tax but must file with the tax
commissioner the return required by section three of this
article, and pay the annual fee of the secretary of state as
attorney-in-fact under section five of this article if
applicable.
§11-12C-3. Payment and collection of tax; deposit of money;
return required.
(a) Payment and collection of tax. -- When application is
made to the secretary of state for a certificate of incorporation
or authority to do business in this state, it shall be the duty
of the applicant to file a return and to pay all taxes and fees
due under this article; and it shall be the duty of the secretary
of state to collect the corporate license tax for the first year
before issuing such certificate. Thereafter, on or before the
first day of the license tax year next following the date of the
certificate, and on or before the first day of each succeeding
license tax year, such corporation shall pay and the tax commissioner shall collect such tax for a full license tax year
together with the statutory attorney fee: Provided, That if the
application is made on or after the first day of the second month
preceding the beginning of the next license tax year, and before
the first day of such license tax year, the secretary of state
shall collect the tax for the full year beginning on such first
day of the next license tax year in addition to the initial tax,
together with the statutory attorney fee.
(b) Deposit of money. -- The money so received by the
secretary of state and the tax commissioner shall be paid by them
into the state treasury.
(c) Returns. -- Payment of the tax and statutory attorney
fee required under the provisions of this section shall be
accompanied by a return on forms provided by the tax commissioner
for that purpose. The tax commissioner shall upon completion of
processing such return, forward it to the secretary of state,
together with a list of all corporations which have paid such
tax. Such return shall contain (1) the address of its principal
office; (2) the names and mailing addresses of its officers and
directors; (3) (2) the name and mailing address of the person on
whom notice of process may be served and such other information
as the tax commissioner deems appropriate, and shall also contain
a statement duly verified under oath under penalty of false
swearing, signed by the president and secretary of the corporation which shall contain the following language:
(1) The name, mailing and physical residence and business
addresses and social security number of each of its officers and
directors.
(2) As to the president and secretary so named, the name of
each corporation in which such person has been an officer or
director or owned more than twenty-five percent of the issued and
outstanding stock at any time during the last five years
preceding the date of the return.
(d) Use of return information. -- All information required
in the return as set forth in subsection (c) above may be
included in the centralized business registration records data
base established pursuant to article twelve-d of this chapter,
and may be distributed to all entities and for all purposes as
all other data as set forth therein.
§11-12C-8. Administrative and criminal penalties.
The following penalties shall be in addition to the
penalties and remedies available under articles nine and ten of
this chapter of the code:
(a) Administrative penalty. -- The commissioner shall impose
upon each delinquent corporation a fine in the amount of one
hundred dollars per year for each license tax year or portion
thereof in which the license tax return which is due is not filed
or the license tax which is owed is not paid. This penalty shall be assessed and collected in the same manner as the license tax.
(b) Criminal penalty. -- It shall be a misdemeanor for a
corporation to conduct business for more than thirty consecutive
calendar days without filing a return pursuant to section three
of this article and paying in full the amount of corporate
license tax which is due. The penalty for any officer, agent or
employee convicted of such offense shall be a fine equal to a sum
of two and one-half times the annual corporate license tax
assessed for said corporation, not to exceed one thousand dollars
per conviction.
(c) Revocation of certificate of incorporation or
certificate of authority. --
(1) Upon the establishment of a finalized liability for
corporate license taxes and filing of a return for such taxes,
not subject to further administrative or judicial review under
article ten of this chapter, the certificate of incorporation in
the case of a domestic corporation, or the certificate of
authority in the case of a foreign corporation, shall be revoked
by the secretary of state upon receipt of certification thereof
from the tax commissioner. Any corporation whose certificate of
incorporation or certificate of authority has been revoked due to
nonpayment of its corporate license taxes shall be reinstated to
its former rights as if it had not been delinquent upon payment
to the tax commissioner of all delinquent license taxes, plus any interest, additions or penalties accruing thereon.
(2) Upon the establishment and finding by the tax
commissioner that any officer or director of a corporation that
within the last five years preceding the filing of the return
required in section three of this article has also been an
officer, director or stockholder of a corporation (i) which is
delinquent more than twelve months in the payment of any tax
imposed by this chapter, the aggregate of which exceeds ten
thousand dollars, or (ii) is delinquent more than twelve months
in the payment of any workers' compensation premium, the
aggregate of which exceeds ten thousand dollars, then the tax
commissioner shall notify the secretary of state of such findings
and the certificate of incorporation in the case of a domestic
corporation or the certificate of authority in the case of a
foreign corporation filing the return shall be revoked by the
secretary of state, effective upon the expiration of thirty days
after the establishment of a finalized liability for such
delinquent taxes or delinquent workers' compensation premiums.
The certificate of incorporation or certificate of authority
revoked pursuant to this subdivision shall be reinstated by the
secretary of state upon payment in full of all such delinquent
taxes or workers' compensation premiums.
NOTE: The purpose of this bill is to require the filing of
a corporate license tax return to engage in business in West
Virginia and when applying for a certificate of incorporation.
The bill further requires certain information regarding officers
and members of the board of directors on the return.
Strike-throughs indicate language that would be stricken
from the present law, and underscoring indicates new language
that would be added.