Substitute Senate Bill No. 428 is an act that amends various statutes concerning business registrations with the Secretary of the State, with an effective date of January 1, 2025. The bill mandates that corporations, limited partnerships, limited liability companies (LLCs), and limited liability partnerships (LLPs) provide a valid electronic mail address and their North American Industry Classification System (NAICS) Code in their incorporation certificates, applications for authority, annual reports, and other relevant documents. It also removes certain optional clauses and consolidates provisions to allow partners to include any matters they determine in certificates. The bill updates the filing requirements for foreign entities, including the removal of the need for a signed and sworn copy of the application and the requirement to provide a valid electronic mail address and NAICS Code. Additionally, the bill outlines the procedures for correcting false statements, canceling registrations, and filing annual reports, all of which now require a valid electronic mail address and NAICS Code.

The bill also revises the administrative processes for the dissolution or cancellation of business entities due to non-compliance with filing annual reports or maintaining a registered agent. It replaces references to "mailing" with "sending" notices via "electronic mail" and requires that notices be sent to the entity's recorded email address. The Secretary of the State is authorized to notify entities electronically of their dissolution or cancellation and post notice on the website for sixty days. The bill further specifies the conditions under which the Secretary may revoke certificates of foreign entities and outlines the notification process, which now uses electronic mail. Additionally, the bill introduces requirements for transacting business under an assumed or fictitious name, including the issuance of a trade name certificate and the establishment of an electronic system for processing and searching trade name certificates. It also addresses advertising practices, recording fees, and liabilities for foreign corporations operating without a certificate of authority, including a new insertion that actions to enforce liability must be brought by the Attorney General within three years of the levy assessed by the Secretary of the State.

Statutes affected:
Raised Bill: 34-38g, 34-38j, 34-38k, 34-275b, 34-429, 34-531, 33-953, 33-1243, 34-247k, 34-420, 34-431, 33-890, 33-1181, 34-32b, 34-267g, 34-422, 33-936, 33-1226, 34-38u, 34-275g, 34-433, 35-1
JUD Joint Favorable Substitute: 34-38g, 34-38j, 34-38k, 34-275b, 34-429, 34-531, 33-953, 33-1243, 34-247k, 34-420, 34-431, 33-890, 33-1181, 34-32b, 34-267g, 34-422, 33-936, 33-1226, 34-38u, 34-275g, 34-433, 34-275c, 35-1
File No. 533: 34-38g, 34-38j, 34-38k, 34-275b, 34-429, 34-531, 33-953, 33-1243, 34-247k, 34-420, 34-431, 33-890, 33-1181, 34-32b, 34-267g, 34-422, 33-936, 33-1226, 34-38u, 34-275g, 34-433, 34-275c, 35-1
Public Act No. 24-111: 34-38g, 34-38j, 34-38k, 34-275b, 34-429, 34-531, 33-953, 33-1243, 34-247k, 34-420, 34-431, 33-890, 33-1181, 34-32b, 34-267g, 34-422, 33-936, 33-1226, 34-38u, 34-275g, 34-433, 34-275c, 35-1