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2006 SESSION
Be it enacted by the General Assembly of Virginia:
1. That §§ 13.1-615, 13.1-815, 13.1-1065, 13.1-1255, and 50-73.70 of the Code of Virginia are amended and reenacted as follows:
§ 13.1-615. Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions.
A. The Commission shall assess the registration fees and shall charge and collect the filing fees, charter fees, and entrance fees imposed by law. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment.
B. The Commission shall not issue any certificate or
file or issue with respect to any domestic or foreign corporation any
document or certificate specified in this chapter, except the report
required by § 13.1-775, a statement of change pursuant to § 13.1-635 or
13.1-764, and a statement of resignation pursuant to § 13.1-636 or 13.1-765, until
all fees, fines, penalties, and interest assessed, imposed, charged, or to be
collected by the Commission pursuant to this chapter or Title 12.1 have been
paid by or on behalf of such corporation. However, a certificate of
termination of corporate existence may be issued under the provisions of §
13.1-751 without requiring prepayment of any such assessment.
Notwithstanding the foregoing, the Commission may file or issue any document or
certificate with respect to a domestic or foreign corporation that has been
assessed an annual registration fee if the document or certificate is filed or
issued with an effective date that is prior to the due date of the
corporation’s annual registration fee payment in any year. Except as
provided hereinafter, the issuance of such a certificate of
termination of corporate existence pursuant to § 13.1-751 shall not have
the effect of releasing any obligation that has accrued in favor of the
Commonwealth on account of such assessment.
Any domestic corporation that has ceased to exist in the
Commonwealth because of the issuance of a certificate of termination of
corporate existence, certificate of incorporation surrender or certificate of
entity conversion or any foreign corporation that has obtained a certificate of
withdrawal, effective prior to its annual report due date pursuant to
subsection C of § 13.1-775 in any year, shall not be required to pay the
registration fee for that year. Any domestic or foreign corporation that has
merged, effective prior to its annual report due date pursuant to subsection C
of § 13.1-775 in any year, into a surviving domestic corporation or into a
surviving foreign corporation that files with the Commission the certificate of
merger prior to such date, shall not be required to pay the registration fee
for that year. The Commission shall enter an order withdrawing and
cancelling canceling the registration fee assessments specified in
this section that remain unpaid. Any foreign corporation that has amended its
articles of incorporation to reduce the number of shares it is authorized to
issue, effective prior to its annual assessment date pursuant to subsection B
of § 13.1-775.1 of a given year, and has timely filed an authenticated copy of
the amendment with the Commission pursuant to § 13.1-760 after its annual
assessment date pursuant to subsection B of § 13.1-775.1, shall have its
registration fee reassessed to reflect the new number of authorized shares.
Registration fee assessments that have been paid shall not be refunded.
§ 13.1-815. Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions.
A. The Commission shall assess the registration fees and shall charge and collect filing fees, the charter fees and entrance fees imposed by law. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document which is not accepted for filing, at any time within one year from the date of its payment.
B. The Commission shall not issue any certificate or
file or issue with respect to any domestic or foreign corporation any
document or certificate specified in this chapter, except the report
required by § 13.1-936, a statement of change pursuant to § 13.1-834 or
13.1-926, and a statement of resignation pursuant to § 13.1-835 or 13.1-927, until
all fees, charges, fines, penalties, and interest assessed, imposed, charged,
or to be collected by the Commission pursuant to this chapter or Title 12.1
have been paid by or on behalf of such corporation. However, a
certificate of termination of corporate existence may be issued under the
provisions of § 13.1-913 without requiring prepayment of any such assessment,
but Notwithstanding the foregoing, the Commission may file or issue any
document or certificate with respect to a domestic or foreign corporation that
has been assessed an annual registration fee if the document or certificate is
filed or issued with an effective date that is prior to the due date of the
corporation's annual registration payment in any year. Except as hereinafter
provided, the issuance of such a certificate of
termination of corporate existence pursuant to § 13.1-913 shall not have
the effect of releasing any obligation that has accrued in favor of this
Commonwealth on account of such assessment, except as provided hereinafter.
Any domestic corporation that has ceased to exist because of
the issuance of a certificate of termination of corporate existence or
certificate of incorporation surrender or any foreign corporation that has
obtained a certificate of withdrawal, effective prior to its annual report due
date pursuant to subsection C of § 13.1-936 in any year, shall not be required
to pay the registration fee for that year. Any domestic or foreign corporation
that has merged, effective prior to its annual report due date pursuant to
subsection C of § 13.1-936 in any year, into a surviving domestic corporation
or into a surviving foreign corporation that files with the Commission the
certificate of merger prior to such date, shall not be required to pay the
registration fee for that year. The Commission shall enter an order withdrawing
and cancelling canceling the registration fee assessments above
specified remaining unpaid. Registration fee assessments that have been paid
shall not be refunded.
§ 13.1-1065. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds.
A. The Commission shall not file or issue with respect to any
domestic or any foreign limited liability company any document or certificate
referred to specified in this chapter, except a statement of
change pursuant to § 13.1-1016 and a statement of resignation pursuant to §
13.1-1017, until all fees, fines, penalties, and interest assessed,
imposed, charged, or to be collected by the Commission pursuant to this chapter
or Title 12.1 have been paid by or on behalf of such limited liability company.
Notwithstanding the foregoing, the Commission may file or issue any document
or certificate with respect to a domestic or foreign limited liability company
that has been assessed an annual registration fee if the document or
certificate is filed or issued with an effective date that is prior to the due
date of the limited liability company's annual registration fee payment in any
year.
B. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment.
§ 13.1-1255. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds.
A. The Commission shall not file or issue with respect to any
domestic or any foreign business trust any document or certificate
referred to specified in this chapter, except a statement of
change pursuant to § 13.1-1221 and a statement of resignation pursuant to §
13.1-1222, until all fees, fines, penalties, and interest assessed,
imposed, charged, or to be collected by the Commission pursuant to this chapter
or Title 12.1 have been paid by or on behalf of such business trust. Notwithstanding
the foregoing, the Commission may file or issue any document or certificate
with respect to a domestic or foreign business trust that has been assessed an
annual registration fee if the document or certificate is filed or issued with
an effective date that is prior to the due date of the business trust's annual
registration fee payment in any year.
B. The Commission shall have the authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment.
§ 50-73.70. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds.
A. The Commission shall not file or issue with respect to any
domestic or any foreign limited partnership any document or certificate
referred to specified in this chapter, except a statement of
change pursuant to § 50-73.5 and a statement of resignation pursuant to §
50-73.6, until all fees, fines, penalties, and interest assessed, imposed,
charged, or to be collected by the Commission pursuant to this chapter or Title
12.1 have been paid by or on behalf of such limited partnership. Notwithstanding
the foregoing, the Commission may file or issue any document or certificate
with respect to a domestic or foreign limited partnership that has been
assessed an annual registration fee if the document or certificate is filed or
issued with an effective date that is prior to the due date of the limited
partnership's annual registration fee payment in any year.
B. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment.