10-1622. Annual report

A. Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the commission for filing an annual report that sets forth all of the following:

1. The name of the corporation and the state or country under whose law it is incorporated.

2. The address of its known place of business and the name and address of its statutory agent in this state.

3. The address of its principal office.

4. The names and business addresses of its directors and principal officers.

5. A brief description of the nature of its business.

6. The total number of authorized shares, itemized by class and series, if any, within each class.

7. The total number of issued and outstanding shares, itemized by class or series, if any, within each class.

8. A certificate of disclosure containing the information set forth in section 10-202, subsection D.

9. The names of shareholders of record of the corporation holding more than twenty per cent of any class of shares issued by the corporation, including persons beneficially holding the shares through nominees.

10. A statement that all corporate income tax returns required by title 43 have been filed with the department of revenue.

B. Information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation.

C. The annual report for all corporations shall be delivered to the commission for filing, and the annual fee shall be paid on or before the date assigned by the commission. The commission may stagger the annual report filing date for all corporations and adjust the annual registration fee on a pro rata basis. The corporation shall deliver the annual report to the commission for filing each subsequent year in the anniversary month on the date determined by the commission. If a corporation is unable to file the annual report required by this section on or before the date prescribed by this section, the corporation may file, but only on or before this date, a written request with the commission for an extension of time, not to exceed six months, in which to file the annual report. The request for an extension of time shall be accompanied by the annual registration fee required by law. After filing the request for an extension of time and on receipt of the annual registration fee, the commission shall grant the request.

D. If an annual report does not contain the information required by this section, the commission shall promptly notify the reporting domestic or foreign corporation in writing and shall return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the commission within thirty days after the effective date of notice, it is deemed to be timely filed.

E. Any corporation that is exempt from the requirement of filing an annual report shall deliver annually a certificate of disclosure that contains the information set forth in section 10-202, subsection D and that is executed by any two executive officers or directors of the corporation on or before May 31. If the certificate is not delivered within ninety days after the due date of the annual report or within ninety days after May 31 in the case of any corporation that is exempt from the requirement of filing an annual report, the commission shall initiate administrative dissolution of that corporation in accordance with chapters 1 through 17 of this title.

F. If the annual report is not delivered for filing and the fee is not paid within the time specified by this section, the commission shall assess and, upon collection, deposit, pursuant to sections 35-146 and 35-147, penalties of twenty per cent per month or fraction of the month of the fees then due until either the payment is made or the domestic corporation is administratively dissolved or the authority of the foreign corporation is revoked, whichever occurs first. Beginning January 1, 1999, this subsection does not apply to nonprofit corporations organized under chapters 24 through 42 of this title.