Annual Rep't Due Date/Deployed Servicemembers.

GENERAL ASSEMBLY OF NORTH CAROLINA
SESSION 2025
H 4
HOUSE BILL 250
Committee Substitute Favorable 3/25/25
Committee Substitute #2 Favorable 4/15/25
Fourth Edition Engrossed 4/29/25

Short Title: Annual Rep't Due Date/Deployed Servicemembers. (Public)
Sponsors:
Referred to:
March 3, 2025
*H250-v-4*
A BILL TO BE ENTITLED 1
AN ACT TO EXTEND THE ANNUAL REPORT DUE D ATE FOR BUSINESS ENT ITIES 2
OWNED BY DEPLOYED MEMBERS OF THE ARMED FORCES. 3
The General Assembly of North Carolina enacts: 4
SECTION 1.(a) G.S. 55-16-22(a) reads as rewritten: 5
"§ 55-16-22. Annual report. 6
(a) Requirement. – Except as provided in G.S. 55-16-22.3 and in subsections (a1) and 7
(a2) of this section, each domestic corporation and each foreign corporation authorized to transact 8
business in this State shall deliver an annual report directly to the Secretary of State in electronic 9
form or in paper form as prescribed by the Secretary of State under this section." 10
SECTION 1.(b) Article 16 of Chapter 55 of the General Statutes is amended by 11
adding a new section to read: 12
"§ 55-16-22.3. Exemptions for corporations owned by deployed members of the Armed 13
Forces. 14
(a) Definitions. As used in this section, the following terms have the following meanings: 15
(1) Armed Forces. – The United States Air Force, Army, Coast Guard, Marine 16
Corps, Navy, or Space Force, or any reserve component of the foregoing. 17
(2) Deployed member. – A member of the Armed Forces who is removed from 18
his or her county of residence pursuant to an official order for a deployment 19
period that ends on or after the ninetieth day preceding the due date of the 20
annual report required by G.S. 55-16-22. 21
(b) Notwithstanding G.S. 55-16-22, an annual report is deemed timely filed if it is filed 22
by a domestic or foreign corporation (i) in which more than fifty percent (50%) of the ownership 23
interest is owned by one or more deployed members and (ii) within 90 days of the end of the 24
deployment period. The following provisions apply: 25
(1) Prior to the start of the deployment, the corporation shall file electronically 26
with the Secretary of State a sworn affidavit of deployment executed by the 27
deployed member that includes the following information: 28
a. The full name of the deployed member. 29
b. The name of the corporation and the state under whose law it is 30
incorporated. 31
c. The percentage ownership interest in the corporation currently held by 32
the deployed member. 33
d. The expected start and end dates of the deployment. 34
General Assembly Of North Carolina Session 2025
Page 2 House Bill 250-Fourth Edition
e. A statement either certifying that the information contained in the most 1
recently filed annual report has not changed or setting fo rth the 2
updated information required by G.S. 55-16-22(a3)(2) through (5). 3
(2) In the event the deployment is extended beyond the date stated in the affidavit 4
of deployment, the corporation shall file electronically with the Secretary of 5
State, within 180 d ays of the end date stated in the affidavit of deployment 6
filed with the Secretary of State pursuant to subdivision (1) of this subsection, 7
a sworn affidavit of extended deployment by an authorized representative of 8
the corporation that includes the following information: 9
a. The title or position in the corporation held by the affiant. 10
b. The full name of the deployed member. 11
c. The name of the corporation and the state under whose law it is 12
incorporated. 13
d. The percentage ownership interest in the corporation currently held by 14
the deployed member. 15
e. The expected end date of the extended deployment. 16
f. A statement either certifying that the information contained in the most 17
recently filed annual report has not changed or setting forth the 18
updated information required by G.S. 55-16-22(a3)(2) through (5). 19
(3) The due date of the corporation 's next annual r eport is the ninetieth day 20
following the end date stated in the affidavit of deployment filed pursuant to 21
subdivision (1) of this subsection; provided, however, that if the deployment 22
is extended, the due date of the corporation's annual report is the ninetieth day 23
following the end date stated in the affidavit of extended deployment filed 24
pursuant to subdivision (2) of this subsection. 25
(4) The grounds for dissolution under G.S. 55-14-20 apply to corporations that 26
are subject to this section only if the period of delinquency for the applicable 27
ground is 180 days or more past the end date stated in the affidavit of 28
deployment filed with the Secretary of State pursuant to subdivision (1) of this 29
subsection. 30
(c) Any fees required by G.S. 55-1-22 for documents filed pursuant to subsection (b) of 31
this section are waived." 32
SECTION 2.(a) G.S. 57D-2-24 reads as rewritten: 33
"§ 57D-2-24. Annual report for Secretary of State. 34
(a) Excluding professional limited liability companies governed by G.S. 57D-2-02, 35
G.S. 57D-2-02 and except as provid ed in G.S. 57D-2-26, each LLC and each foreign LLC 36
authorized to transact business in this State must deliver to the Secretary of State for filing annual 37
reports on a form prescribed by, and in the manner required by, the Secretary of State and as 38
otherwise provided in subsection (b) of this section. Each annual report must specify the year for 39
which the report applies and provide the information required by this subsection. The information 40
must be current as of the date the limited liability company completes the report. If the 41
information in the limited liability company's most recent annual report has not changed, the 42
limited liability company may certify in its annual report that the information has not changed in 43
lieu of restating the information. 44
The following information must be included in each annual report: 45
(1) The name of the limited liability company and, in the case of a foreign LLC , 46
any different name that the foreign LLC is authorized under Article 3 of 47
Chapter 55D of the General Statutes to use to transact business in this State, 48
as provided in the foreign LLC's certificate of authority. 49
(2) In the case of a foreign LLC, the name of the jurisdiction under whose law the 50
foreign LLC is organized. 51
General Assembly Of North Carolina Session 2025
House Bill 250-Fourth Edition Page 3
(3) The street address, and the mailing address if different from the street address, 1
of the limited liability company's registered office in the State, the county in 2
which the registered office is located, the name of its registered agent at that 3
office, and a statement of any change of the registered office or registered 4
agent. 5
(4) The address and telephone number of its principal office. 6
(5) The names, titles, and business addresses of the limited liability company's 7
principal company officials. 8
(6) A brief description of the nature of its business. 9
…." 10
SECTION 2.(b) Article 2 of Chapter 57D of the General Statutes is amended by 11
adding a new section to read: 12
"§ 57D-2-26. Exemptions for LLCs owned by deployed members of the Armed Forces. 13
(a) Definitions. As used in this section, the following terms have the following meanings: 14
(1) Armed Forces. – The United States Air Force, Army, Coast Guard, Marine 15
Corps, Navy, or Space Force, or any reserve component of the foregoing. 16
(2) Deployed member. – A member of the Armed Forces who is removed from 17
his or her county of residence pursuant to an official order for a deployment 18
period that ends on or after the ninetieth day preceding the due date of the 19
annual report required by G.S. 57D-2-24. 20
(b) Notwithstanding G.S. 57D-2-24, an annual report is deemed timely filed if it is filed 21
by an LLC or foreign LLC (i) in which more than fifty percent (50%) of the ownership interest 22
is owned by one or more deployed members and (ii) by April 15 of the year immediately 23
following the end of the deployment period. The following provisions apply: 24
(1) Prior to the star t of the deployment, the LLC or foreign LLC shall file 25
electronically with the Secretary of State a sworn affidavit of deployment 26
executed by the deployed member that includes the following information: 27
a. The full name of the deployed member. 28
b. The name of the LLC or foreign LLC and, for a foreign LLC, any 29
different name under which the foreign LLC is authorized to transact 30
business in this State, and the name of the jurisdiction under whose 31
law the foreign LLC is organized. 32
c. The percentage own ership interest in the LLC or foreign LLC 33
currently held by the deployed member. 34
d. The expected start and end dates of the deployment. 35
e. A statement either certifying that the information contained in the most 36
recently filed annual report has not changed or setting forth the 37
updated information required by G.S. 57D-2-24. 38
(2) In the event the deployment is extended beyond the date stated in the affidavit 39
of deployment, the LLC or foreign LLC shall file electronically with the 40
Secretary of State, within 180 days of the end date stated in the affidavit of 41
deployment filed with the Secretary of State pursuant to subdivision (1) of this 42
subsection, a sworn affidavit of extended deployment by an authorized 43
representative of the corporation that includes the following information: 44
a. The title or position in the LLC or foreign LLC held by the affiant. 45
b. The full name of the deployed member. 46
c. The name of the LLC or foreign LLC and, for a foreign LLC, any 47
different name under which the foreign LLC is authorized to transact 48
business in this State, and the name of the jurisdiction under whose 49
law the foreign LLC is organized. 50
General Assembly Of North Carolina Session 2025
Page 4 House Bill 250-Fourth Edition
d. The percentage ownership interest in the LLC or foreign LLC 1
currently held by the deployed member. 2
e. The expected end date of the extended deployment. 3
f. A statement either certifying that the information contained in the most 4
recently filed annual report has not changed or setting forth the 5
updated information required by G.S. 57D-2-24. 6
(3) The due date of the LLC's or foreign LLC's next annual report is the ninetieth 7
day following the end date stated in the affidavit of deployment filed pursuant 8
to subdivision (1) of this subsection; provided, however, that if the 9
deployment is extended, the due date of the LLC's or foreign LLC's annual 10
report is the ninetieth day following the end date stated in the affidavit of 11
extended deployment filed pursuant to subdivision (2) of this subsection. 12
(4) The grounds for dissolution under G.S. 57D-6-06 apply to LLCs and foreign 13
LLCs that are subject to this section only if the period of delinquency for the 14
applicable ground is 180 days or more past the end date stated in the affidavit 15
of deployment filed with the Secretary of State pursuant to subdivision (1) of 16
this subsection. 17
(c) Any fees required by G.S. 57D-1-22 for documents filed pursuant to subsection (b) 18
of this section are waived." 19
SECTION 3.(a) G.S. 59-84.4 reads as rewritten: 20
"§ 59-84.4. Annual report for Secretary of State. 21
(a) Each Except as provided in G.S. 59-84.6, each registered limited liability partnership 22
and each foreign limited liability partnership authorized to transact business in this State shall 23
deliver to the Secretary of State for filing an annual report, in a form prescribed by the Secretary 24
of State, that sets forth all of the following: 25
(1) The name of the registered limited liability partnership or foreign limited 26
liability partnership and the state or country under whose law it is formed. 27
(2) The street address, and the mailing address if different from the street address, 28
of the registered office, the county in which the registered office is located, 29
and the name of its registered agent at that office in this State, and a statement 30
of any change of the registered office or registered agent, or both. 31
(3) The street address and telephone number of its principal office. 32
(4) A brief description of the nature of its business. 33
(5) The fiscal year end of the partnership. 34
If the information contained in the most recently f iled annual report has not changed, a 35
certification to that effect may be made instead of setting forth the information required by 36
subdivisions (2) through (4) of this subsection. The Secretary of State shall make available the 37
form required to file an annual report. 38
…." 39
SECTION 3.(b) Article 3B of Chapter 59 of the General Statutes is amended by 40
adding a new section to read: 41
"§ 59-84.6. Exemptions for limited liability partnerships owned by deployed members of 42
the Armed Forces. 43
(a) Definitions. As used in this section, the following terms have the following meanings: 44
(1) Armed Forces. – The United States Air Force, Army, Coast Guard, Marine 45
Corps, Navy, or Space Force, or any reserve component of the foregoing. 46
(2) Deployed member. – A member of the Armed Forces who is removed from 47
his or her county of residence pursuant to an official order for a deployment 48
period that ends on or after the ninetieth day preceding the due date of the 49
annual report required by G.S. 59-84.4. 50
General Assembly Of North Carolina Session 2025
House Bill 250-Fourth Edition Page 5
(b) Notwithstanding G.S. 59-84.4, an annual report is deemed timely filed if it is filed by 1
a registered or foreign limited liability partnership (i) in which more than fifty percent (50%) of 2
the ownership interest is owned by one or more deployed members and (ii) within 90 days of the 3
end of the deployment period. The following provisions apply: 4
(1) Prior to the start of the deployment, the registered or foreign limited liability 5
partnership shall file electronically with the Secretary of State a sworn 6
affidavit of deployment executed by the deployed member that includes the 7
following information: 8
a. The full name of the deployed member. 9
b. The name of the registered or foreign limited liability partnership and 10
the state or country under whose law it is formed. 11
c. The percentage ownership interest in the registered or foreign limited 12
liability partnership currently held by the deployed member. 13
d. The expected start and end dates of the deployment. 14
e. A statement either certifying that the information contained in the most 15
recently filed annual report has not changed or setting forth the 16
updated information required by G.S. 59-84.4(a)(2) through (5). 17
(2) In the event the deployment is extended beyond the date stated in the affidavit 18
of deployment, the registered or foreign limited liability partnership shall file 19
electronically with the Secretary of State, within 180 days of the end date 20
stated in the affidavit of deployment filed with the Secretary of State pursuant 21
to subdivision (1) of this subsection, a sworn affidavit of extended deployment 22
by an authorized representative of the registered or foreign limited liability 23
partnership that includes the following information: 24
a. The title or position in the registered or f oreign limited liability 25
partnership held by the affiant. 26
b. The full name of the deployed member. 27
c. The name of the registered or foreign limited liability partnership and 28
the state or country under whose law it is formed. 29
d. The percentage ownership interest in the registered or foreign limited 30
liability partnership currently held by the deployed member. 31
e. The expected end date of the extended deployment. 32
f. A statement either certifying that the information contained in the most 33
recently filed annual r eport has not changed or setting forth the 34
updated information required by G.S. 59-84.4(a)(2) through (5). 35
(3) The due date of the registered or foreign limited liability partnership's next 36
annual report is the ninetieth business day following the end date stated in the 37
affidavit of deployment filed pursuant to subdivision (1) of this subsection; 38
provided, however, that if the deployment is extended, the due date of the 39
registered or foreign limited liability partnership 's annual report is the 40
ninetieth day following the end date stated in the affidavit of extended 41
deployment filed pursuant to subdivision (2) of this subsection. 42
(4) The grounds for revocation of registration under G.S. 59-84.4(f) apply to 43
registered and foreign limited liability partnerships that are subject to this 44
section only if the period of delinquency for the applicable ground is 180 days 45
or more past the end date stated in the affidavit of deployment filed with the 46
Secretary of State pursuant to subdivision (1) of this subsection. 47
(c) Any fees required by G.S. 59-35.2 for documents filed pursuant to subsection (b) of 48
this section are waived." 49
SECTION 4. G.S. 132-1.2 reads as rewritten: 50
"§ 132-1.2. Confidential information. 51
General Assembly Of North Carolina Session 2025
Page 6 House Bill 250-Fourth Edition
Nothing in this Chapter shall be construed to require or authorize a public agency or its 1
subdivision to disclose any information that: 2
… 3
(11) Reveals information contained in an affidavit of deployment or an affidavit of 4
extended deployment filed with th e Secretary of State pursuant to 5
G.S. 55-16-22.3, 57D-2-26, or 59-84.6." 6
SECTION 5. The Secretary of State shall make available the form or forms needed 7
for the affidavit of deployment and affidavit of extended deployment required by this act and 8
shall take any other action necessary to allow business entities to begin filing pursuant to this act 9
on October 1, 2025. 10
SECTION 6. Sections 1 through 4 of this act become effective October 1, 2025. The 11
remainder of this act is effective when it becomes law. 12
13