New Filing Requirements Take Effect Aug. 1st.

During its 2013 session, the Legislative Assembly adopted Senate Bill 2266, which will become effective on August 1, 2013.  The bill adds a new requirement to the documents filed with the Secretary of State to create a domestic cooperative association, a domestic corporation (business, farm, nonprofit, and professional), a domestic limited liability company (business, farm, nonprofit, and professional), or a real estate investment trust.

In addition to the name and address of the registered agent, the address of the principal executive office will be required to be contained in the initial documents filed with the Secretary of State.  This information is already required of other business entities and providing it with the initial filing for these newly created business entities will possibly be a benefit to them.

Under current law, the address of the principal executive office is first obtained when these new business entities file their first annual report.  Depending on the timing of the filing of the initial documents, their first annual report may not be filed for almost two years.  As a result and because the entity name is immediately posted to the Secretary of State’s website upon the filing and acceptance of the initial documents, the entity is identified on the Secretary of State’s website as having “no listed executive office” until it is provided when the first annual report is filed.

Consequently, because the address of the executive office is missing from the website, some businesses, banks, and lenders have refused to establish accounts with these new businesses until that information has been provided to the Secretary of State’s office.  Requiring the address of the principal executive office on the initial documents will eliminate an extra frustrating step and a subsequent amendment filing fee for the new businesses and provide full address disclosure on the Secretary of State’s business search website.

For businesses already registered, the address of the principal executive office may be changed by filing an amendment ($20 fee) or by reporting it on the entity’s next annual report (no additional cost).  As to which option is selected may depend on when the business’s next annual report is due.  Either way, upon providing the address of the principal executive office, it is immediately disclosed on the Secretary of State’s website.  Having the address posted might benefit a business when interacting with bankers, lenders, customers and other businesses.