[Second Reprint]

ASSEMBLY, No. 2875


with Senate Floor Amendments

(Proposed By Senator LaROSSA)


ADOPTED: JUNE 19, 1997



      The amendments to Assembly, No. 2875(2R) streamline the procedures for revoking and reinstating the certificates issued by the Secretary of State which give authority to the following domestic and foreign entities to transact business in this State: for profit corporations; limited partnerships; and limited liability partnerships. This streamlined procedure is present already in Assembly, No. 2875 (2R) for limited liability companies.

      These amendments remove (1) the penalty imposed on any domestic or foreign for-profit corporation which fails to file a certificate of change of its registered office or agent or its annual report and (2) the action which would result in the subsequent entry of the name of the corporation as a judgment debtor upon the Clerk of the Superior Court's record of docketed judgments.

      Under these amendments, the Secretary of State will reinstate an entity's certificate, if the entity pays all fees required. These fees vary according to the entity whose certificate is being reinstated, but include the following, as appropriate: a reinstatement filing fee; a tax clearance fee; current annual report fee; all delinquent annual report fees; current fee for filing a certificate and a reinstatement filing assessment.

      The amendments further provide that, if the name of the entity has become unavailable in the period during which the entity's certificate was revoked, the entity may file an amended certificate changing its name, if a domestic entity, or taking an assumed name, if a foreign entity.