West Virginia
Legislature
2017 Regular Session
Introduced
House Bill 2397
(By Delegate Hamilton)
[
to the Committee on the Judiciary then Finance
A BILL to amend and
reenact §59-1-2 of the Code of West Virginia, 1931, as amended, relating to
donations of overpayment of fees to the Secretary of State.
Be it enacted by the
Legislature of West Virginia:
That §59-1-2 of the Code of West Virginia, 1931, as amended,
be amended and reenacted to read as follows:
ARTICLE 1. FEES AND ALLOWANCES.
§59-1-2. Fees to be charged by Secretary of State.
(a)
Except as may be otherwise provided in this code, the Secretary of State shall
charge for services rendered in his or her office the following fees to be paid
by the person to whom the service is rendered at the time it is done:
(1)
For filing, recording, indexing, preserving a record of and issuing a
certificate relating to the formation, amendment, change of name, registration
of trade name, merger, consolidation, conversion, renewal, dissolution,
termination, cancellation, withdrawal revocation and reinstatement of business
entities organized within the state, as follows:
(A) Articles of incorporation of
for-profit corporation.................................................. $50.00
(B) Articles of incorporation of
nonprofit corporation................................................... 25.00
(C) Articles of organization of limited
liability company............................................. 100.00
(D) Agreement of a general partnership...................................................................... 50.00
(E) Certificate of a limited partnership........................................................................ 100.00
(F) Agreement of a voluntary association.................................................................... 50.00
(G) Articles of organization of a
business trust............................................................ 50.00
(H) Amendment or correction of articles
of incorporation, including change of name or increase of capital stock, in
addition to any applicable license tax........................................................................ 25.00
(I) Amendment or correction, including
change of name, of articles of organization of business trust, limited
liability partnership, limited liability company or professional limited
liability company or of certificate of limited partnership or agreement of
voluntary association...................................................... 25.00
(J) Amendment and restatement of articles
of incorporation, certificate of limited partnership, agreement of voluntary
association or articles of organization of limited liability partnership,
limited liability company or professional limited liability company or business
trust........................................................... 25.00
(K) Registration of trade name, otherwise
designated as a true name, fictitious name or D.B.A. (doing business as) name
for any domestic business entity as permitted by law.............................. 25.00
(L) Articles of merger of two
corporations, limited partnerships, limited liability partnerships, limited
liability companies or professional limited liability companies, voluntary
associations or business trusts.................................................................................................................................................. 25.00
(M) Plus for each additional party to the
merger in excess of two............................... 15.00
(N) Statement of conversion, when
permitted, from one business entity into another business entity, in addition
to the cost of filing the appropriate documents to organize the surviving
entity........ 25.00
(O) Articles of dissolution of a
corporation, voluntary association or business trust, or statement of
dissolution of a general partnership......................................................................................... 25.00
(P) Revocation of voluntary dissolution
of a corporation, voluntary association or business trust.................................................................................................................................................. 15.00
(Q) Articles of termination of a limited
liability company, cancellation of a limited partnership or statement of
withdrawal of limited liability partnership............................................................. 25.00
(R) Reinstatement of a limited liability
company or professional limited liability company after administrative
dissolution......................................................................................................... 25.00
(2)
For filing, recording, indexing, preserving a record of and issuing a
certificate relating to the registration, amendment, change of name, merger,
consolidation, conversion, renewal, withdrawal or termination within this state
of business entities organized in other states or countries, as follows:
(A) Certificate of authority of
for-profit corporation................................................... $100.00
(B) Certificate of authority of nonprofit
corporation .................................................... 50.00
(C) Certificate of authority of foreign
limited liability companies................................ 150.00
(D) Certificate of exemption from
certificate of authority ............................................ 25.00
(E) Registration of a general partnership..................................................................... 50.00
(F) Registration of a limited partnership..................................................................... 150.00
(G) Registration of a limited liability
partnership for two-year term............................ 500.00
(H) Registration of a voluntary
association.................................................................. 50.00
(I) Registration of a trust or business
trust................................................................... 50.00
(J) Amendment or correction of
certificate of authority of a foreign corporation, including change of name or
increase of capital stock, in addition to any applicable license tax........................... 25.00
(K) Amendment or correction of
certificate of limited partnership, limited liability partnership, limited
liability company or professional limited liability company, voluntary
association or business trust 25.00
(L) Registration of trade name, otherwise
designated as a true name, fictitious name or D.B.A. (doing business as) name
for any foreign business entity as permitted by law................................. 25.00
(M) Amendment and restatement of
certificate of authority or of registration of a corporation, limited
partnership, limited liability partnership, limited liability company or
professional limited liability company, voluntary association or business trust.................................................................................... 25.00
(N) Articles of merger of two
corporations, limited partnerships, limited liability partnerships, limited
liability companies or professional limited liability companies, voluntary
associations or business trusts.................................................................................................................................................. 25.00
(O)
Plus for each additional party to the merger in excess
of
two.......................................................................................................................................... 5.00
(P) Statement of conversion, when
permitted, from one business entity into another business entity, in addition
to the cost of filing the appropriate articles or certificate to organize the
surviving entity 25.00
(Q) Certificate of withdrawal or
cancellation of a corporation, limited partnership, limited liability
partnership, limited liability company, voluntary association or business trust....................... 25.00
Notwithstanding
any other provision of this section to the contrary, after June 30, 2008, the
fees described in this subdivision that are collected for the issuance of a
certificate relating to the initial registration of a corporation, limited
partnership, domestic limited liability company or foreign limited liability
company shall be deposited in the general administrative fees account
established by this section.
(3) For receiving, filing and recording a
change of the principal or designated office, change of the agent of process
and/or change of officers, directors, partners, members or managers, as the
case may be, of a corporation, limited partnership, limited liability
partnership, limited liability company or other business entity as provided by
law....................................................................................................................... $15.00
(4) For receiving, filing and preserving
a reservation of a name for each one hundred twenty days or for any other
period in excess of seven days prescribed by law for a corporation, limited
partnership, limited liability partnership or limited liability company.................................................................................. $15.00
(5)
For issuing a certificate relating to a corporation or other business entity,
as follows:
(A) Certificate of good standing of a
domestic or foreign corporation....................... $10.00
(B) Certificate of existence of a
domestic limited liability company, and certificate of authorization foreign
limited liability company............................................................................................................ 10.00
(C) Certificate of existence of any
business entity, trademark or service mark registered with the Secretary of
State ................................................................................................................... 10.00
(D) Certified copy of corporate charter
or comparable organizing documents for other business entities.................................................................................................................................................. 15.00
(E) Plus, for each additional amendment,
restatement or other additional document.. 5.00
(F) Certificate of registration of the
name of a foreign corporation, limited liability company, limited partnership
or limited liability partnership................................................................................. 25.00
(G) And for the annual renewal of the
name registration ........................................... 10.00
(H) Any other certificate not specified
in this subdivision ........................................... 10.00
(6)
For issuing a certificate other than those relating to business entities, as
provided in this subsection, as follows:
(A) Certificate or apostille relating to
the authority of certain public officers, including the membership of boards
and commissions.................................................................................................... $10.00
(B) Plus, for each additional certificate
pertaining to the same transaction.................. 5.00
(C) Any other certificate not specified
in this subdivision............................................ 10.00
(D) For acceptance, indexing and
recordation of service of process any corporation, limited partnership, limited
liability partnership, limited liability company, voluntary association,
business trust, insurance company, person or other entity as permitted by law............................................................................... 15.00
(E) For shipping and handling expenses
for execution of service of process by certified mail upon any defendant within
the United States, which fee is to be deposited to the special revenue account
established in this section for the operation of the office of the Secretary of
State.......................................... 5.00
(F) For shipping and handling expenses
for execution of service of process upon any defendant outside the United
States by registered mail, which fee is to be deposited to the special revenue
account established in this section for the operation of the office of the
Secretary of State.................................... 15.00
(7)
For a search of records of the office conducted by employees of or at the
expense of the Secretary of State upon request, as follows:
(A) For any search of archival records
maintained at sites other than the office of the Secretary of State no less
than............................................................................................................................ $10.00
(B) For searches of archival records
maintained at sites other than the office of the Secretary of State which
require more than one hour, for each hour or fraction of an hour consumed in
making a search.................................................................................................................................................. 10.00
(C) For any search of records maintained
on site for the purpose of obtaining copies of documents or printouts of data.......................................................................................................................... 5.00
(D) For any search of records maintained
in electronic format which requires special programming to be performed by the
state information services agency or other vendor any actual cost, but not less
than.................................................................................................................................................. 25.00
(E)
The cost of the search is in addition to the cost of any copies or printouts
prepared or any certificate issued pursuant to or based on the search.
(F) For recording any paper for which no
specific fee is prescribed.............................. 5.00
(8)
For producing and providing photocopies or printouts of electronic data of
specific records upon request, as follows:
(A) For a copy of any paper or printout
of electronic data, if one sheet...................... $1.00
(B) For each sheet after the first ..................................................................................... .50
(C) For sending the copies or lists by
fax transmission................................................. 5.00
(D)
For producing and providing photocopies of lists, reports, guidelines and other
documents produced in multiple copies for general public use, a publication
price to be established by the Secretary of State at a rate approximating 2.00
plus .10 per page and rounded to the nearest dollar.
(E) For electronic copies of records
obtained in data format on disk, the cost of the record in the least expensive
available printed format, plus, for each required disk, which shall be provided
by the Secretary of State............................................................................................................................................ 5.00
(b)
The Secretary of State may propose legislative rules for promulgation for
charges for on-line electronic access to database information or other
information maintained by the Secretary of State.
(c)
For any other work or service not enumerated in this subsection, the fee
prescribed elsewhere in this code or a rule promulgated under the authority of
this code.
(d)
The records maintained by the Secretary of State are prepared and indexed at
the expense of the state and those records shall not be obtained for commercial
resale without the written agreement of the state to a contract including
reimbursement to the state for each instance of resale.
(e)
The Secretary of State may provide printed or electronic information free of
charge as he or she considers necessary and efficient for the purpose of
informing the general public or the news media.
(f)
There is hereby continued in the State Treasury a special revenue account to be
known as the "service fees and collections" account. Expenditures
from the account shall be used for the operation of the office of the Secretary
of State and are not authorized from collections, but are to be made only in accordance
with appropriation by the Legislature and in accordance with the provisions of
article three, chapter twelve of this code and upon the fulfillment of the
provisions set forth in article two, chapter five-a of this code.
Notwithstanding any other provision of this code to the contrary, except as
provided in subsection (h) of this section and section two-a of this article,
one half of all the fees and service charges established in the following
sections and for the following purposes shall be deposited by the Secretary of
State or other collecting agency to that special revenue account and used for
the operation of the office of the Secretary of State:
(1)
The annual attorney-in-fact fee for corporations and limited partnerships
established in section five, article twelve-c, chapter eleven of this code;
(2)
The fees received for the sale of the State Register, code of state rules and
other copies established by rule and authorized by section seven, article two,
chapter twenty-nine-a of this code;
(3)
The registration fees, late fees and legal settlements charged for registration
and enforcement of the charitable organizations and professional solicitations
established in sections five, nine and fifteen-b, article nineteen, chapter
twenty-nine of this code;
(4)
The annual attorney-in-fact fee for limited liability companies as designated
in section one hundred eight, article one, chapter thirty-one-b of this code
and established in section two hundred eleven, article two of said chapter:
Provided, That after June 30, 2008, the annual report fees designated in
section one hundred eight, article one, chapter thirty-one-b of this code shall
upon collection be deposited in the general administrative fees account
described in subsection (h) of this section;
(5)
The filing fees and search and copying fees for uniform commercial code
transactions established by section five hundred twenty-five, article nine,
chapter forty-six of this code;
(6)
The annual attorney-in-fact fee for licensed insurers established in section
twelve, article four, chapter thirty-three of this code;
(7)
The fees for the application and record maintenance of all notaries public
established by section twenty, article four, chapter thirty-nine of this code.
(8)
The fees for registering credit service organizations as established by section
five, article six-c, chapter forty-six-a of this code;
(9)
The fees for registering and renewing a West Virginia limited liability
partnership as established by section one, article ten, chapter forty-seven-b
of this code;
(10)
The filing fees for the registration and renewal of trademarks and service
marks established in section seventeen, article two, chapter forty-seven of
this code;
(11)
All fees for services, the sale of photocopies and data maintained at the
expense of the Secretary of State as provided in this section; and
(12)
All registration, license and other fees collected by the Secretary of State
not specified in this section.
(g)
Any balance in the service fees and collections account established by this
section which exceeds five hundred thousand dollars as of June 30, 2003, and
each year thereafter, shall be expired to the state fund, General Revenue Fund.
(h)(1)
Effective July 1, 2008, there is hereby created in the State Treasury a special
revenue account to be known as the general administrative fees account.
Expenditures from the account shall be used for the operation of the office of
the Secretary of State and are not authorized from collections, but are to be
made only in accordance with appropriation by the Legislature and in accordance
with the provisions of article three, chapter twelve of this code and upon the
fulfillment of the provisions set forth in article two, chapter eleven-b of
this code: Provided, That for the fiscal year ending June 30, 2009,
expenditures are authorized from collections rather than pursuant to an
appropriation by the Legislature. Any balance in the account at the end of each
fiscal year shall not revert to the General Revenue Fund but shall remain in
the fund and be expended as provided by this subsection.
(2)
After June 30, 2008, all the fees and service charges established in section
two-a of this article for the following purposes shall be collected and
deposited by the Secretary of State or other collecting agency in the general
administrative fees account and used for the operation of the office of the
Secretary of State:
(A)
The annual report fees paid to the Secretary of State by corporations, limited
partnerships, domestic limited liability companies and foreign limited
liability companies;
(B)
The fees for the issuance of a certificate relating to the initial registration
of a corporation, limited partnership, domestic limited liability company or
foreign limited liability company described in subdivision (2), subsection (a)
of this section; and
(C)
The fees for the purchase of date and updates related to the state's Business
Organizations Database described in section two-a of this article.
(i)
There is continued in the office of the Secretary of State a
noninterest-bearing, escrow account to be known as the "prepaid fees and
services account". This account shall be for the purpose of allowing
customers of the Secretary of State to prepay for services, with payment to be
held in escrow until services are rendered. Payments deposited in the account
shall remain in the account until services are rendered by the Secretary of
State and at that time the fees will be reallocated to the appropriate general
or special revenue accounts. There shall be no fee charged by the Secretary of
State to the customer for the use of this account and the customer may request
the return of any moneys maintained in the account at any time without penalty.
The assets of the prepaid fees and services account do not constitute public
funds of the state and are available solely for carrying out the purposes of
this section.
(j)
The Secretary of State shall provide a mechanism by which any overpayment of
$25 or less of any fee authorized by this or any other chapter of this code to
the Secretary of State may be deposited in the West Virginia Children's Trust
Fund authorized by section one, article six-c, chapter forty-nine of this code:
Provided, That any person due a
refund of $25 or less for overpayment of fees must voluntarily and
affirmatively option for such refund to be deposited in the West Virginia
Children's Trust Fund.
NOTE: The purpose of this bill is to allow persons
due a refund of $25 or less to donate the refund amount to the West Virginia
Children's Trust Fund rather than
receiving the refund.
Strike-throughs indicate language
that would be stricken from the present law, and underscoring indicates new
language that would be added.