BILL NUMBER: SB 1532	CHAPTERED
	BILL TEXT

	CHAPTER  494
	FILED WITH SECRETARY OF STATE  SEPTEMBER 23, 2012
	APPROVED BY GOVERNOR  SEPTEMBER 23, 2012
	PASSED THE SENATE  AUGUST 23, 2012
	PASSED THE ASSEMBLY  AUGUST 22, 2012
	AMENDED IN ASSEMBLY  AUGUST 20, 2012
	AMENDED IN ASSEMBLY  JUNE 19, 2012
	AMENDED IN SENATE  MAY 29, 2012
	AMENDED IN SENATE  APRIL 24, 2012
	AMENDED IN SENATE  MARCH 29, 2012

INTRODUCED BY   Senator Pavley

                        FEBRUARY 24, 2012

   An act to amend Section 2103 of the Code of Civil Procedure, to
amend Sections 110, 202, 900, 902, 910, 1505, 2105, 2602, 5008,
5008.6, 5130, 5810, 5812, 5813.5, 5819, 7130, 7810, 7812, 7813.5,
7819, 8810, 9130, 9621, 9913, 12214, 12310, 12500, 12502, 12504,
12510, 12570, 13226, 15901.16, 15902.01, 15909.02, 16303, 16309,
16953, 16959, 17051, 17054, 17060, 17062, 17451, 17454, 17654, and
18200 of, to repeal Part 8 (commencing with Section 14350) of, and to
repeal Part 10 (commencing with Section 14450) of, Division 3 of
Title 1 of, the Corporations Code, to amend Section 14101 of the
Financial Code, and to amend Sections 12178.1, 12185, and 12191 of
the Government Code, relating to business filings.



	LEGISLATIVE COUNSEL'S DIGEST


   SB 1532, Pavley. Business filings.
   (1) Existing law provides for the formation and governance of
various business entities, including, but not limited to, limited
liability companies, limited liability partnerships, and
corporations. Existing law requires a business entity to file
specified documents disclosing information regarding the entity with
the Secretary of State. Existing law specifies the information to be
provided by business entities in the filings, including, but not
limited to, the address of their principal office.
   This bill would specify that the required address information is
the initial street address, and would require the business entity to
provide its initial mailing address, if different from its street
address.
   (2) Under existing law, a corporation may amend or restate its
articles of incorporation, as specified, but shall not amend its
articles to alter any statement which may appear in its original
articles of the names and addresses of the first directors or initial
agent for service of process. Existing law requires approval by a
corporation's members or shareholders to amend the corporation's
articles, except that an amendment deleting those names and addresses
may be approved by the board alone. Under existing law, a
corporation that restates its articles shall omit those names and
addresses, except as specified.
   This bill would apply the same provisions to the initial street
address and initial mailing address of a corporation and would
prohibit a corporation from amending its articles to add any
statement, in addition to altering any statement, regarding the above
information.
   (3) Under existing law, a public benefit corporation, mutual
benefit corporation, or religious corporation may amend its articles
to change its status to a different corporate form. Existing law
requires the amended articles to contain information that would have
been required in original articles of incorporation for the new
corporate form, except the names and addresses of the first
directors, if applicable, and of the initial agent for service of
process.
   This bill would include in that exception the corporation's
initial street address and initial mailing address.
   (4) Existing law prohibits a corporation from constructing, or
taking tolls on, a bridge, ferry, wharf, chute, or pier until that
authority has been granted by the board of supervisors, or other
governing body, as appropriate. Existing law specifies the
circumstances and timeframes under which these corporations may
dissolve. Existing law requires the president and secretary of each
of those corporations to report annually to the board of supervisors,
or other governing body having authority, as specified, certain
information about the corporation's operations. Existing law provides
for the formation and operation of water and canal corporations for
the purpose of supplying water to cities and towns, and specifies the
circumstances under which these corporations may impose a charge for
water supply services.
   This bill would eliminate the above provisions pertaining to those
forms of special purpose corporations.
   (5) Existing law specifies the manner in which the secretary shall
maintain forms filed with the secretary, including requirements that
the secretary cause specified federal lien notice filings to be
marked, held, and indexed in accordance with specified provisions of
the Commercial Code. Existing law requires the secretary to return to
an unincorporated association a copy of a statement, noting the file
number and filing date, filed by the association. Existing law
requires that upon receipt of a filing pursuant to the Corporations
Code, accompanied by a fee of $25 or more, the secretary shall
compare and certify 2 copies of the filing free of charge, provided
the copies were submitted with the original filing.
   This bill would revise those requirements, as specified. The bill
would state the findings, declarations, and intent of the
Legislature. The bill would also make conforming changes.



THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:

  SECTION 1.  (a) The Legislature finds and declares all of the
following:
   (1) Businesses file many documents with the Secretary of State.
   (2) The current filing process is manual, very time consuming, and
paper intensive for the Secretary of State and businesses.
   (3) California Business Connect will replace the manual, time
consuming, and paper-intensive process with a program that will allow
businesses to file documents and request records via the Internet at
any time of day.
   (4) Existing law needs to be updated and standardized to more
efficiently facilitate the development of California Business
Connect.
   (b) It is the intent of the Legislature to amend applicable
provisions of existing law to make it easier and less expensive for
the Secretary of State's office to design and build California
Business Connect.
  SEC. 2.  Section 2103 of the Code of Civil Procedure is amended to
read:
   2103.  (a) If a notice of federal lien, a refiling of a notice of
federal lien, or a notice of revocation of any certificate described
in subdivision (b) is presented to a filing officer who is:
   (1) The Secretary of State, he or she shall cause the notice to be
filed, indexed, and marked in accordance with the provisions of
Sections 9515, 9516, and 9522 of the Commercial Code as if the notice
were a financing statement within the meaning of that code; or
   (2) A county recorder, he or she shall accept for filing, file for
record in the manner set forth in Section 27320 of the Government
Code, and index the document by the name of the person against whose
interest the lien applies in the general index.
   (b) If a certificate of release, nonattachment, discharge, or
subordination of any lien is presented to the Secretary of State for
filing he or she shall:
   (1) Cause a certificate of release or nonattachment to be filed,
indexed, and marked as if the certificate were a termination
statement within the meaning of the Commercial Code.
   (2) Cause a certificate of discharge or subordination to be filed,
indexed, and marked as if the certificate were a release of
collateral within the meaning of the Commercial Code.
   (c) If a refiled notice of federal lien referred to in subdivision
(a) or any of the certificates or notices referred to in subdivision
(b) is presented for filing to a county recorder, he or she shall
accept for filing, file for record in the manner set forth in Section
27320 of the Government Code, and index the document by the name of
the person against whose interest the lien applies in the general
index.
   (d) Upon request of any person, the filing officer shall issue his
or her certificate showing whether there is on file, on the date and
hour stated therein, any notice of lien or certificate or notice
affecting any lien filed after January 1, 1968, under this title or
former Chapter 14 (commencing with Section 7200) of Division 7 of
Title 1 of the Government Code, naming a particular person, and if a
notice or certificate is on file, giving the date and hour of filing
of each notice or certificate. Upon request, the filing officer shall
furnish a copy of any notice of federal lien, or notice or
certificate affecting a federal lien. If the filing officer is a
county recorder, the fee for a certificate for each name searched
shall be set by the filing officer in an amount that covers actual
costs, and the fee for copies shall be in accordance with Section
27366 of the Government Code. If the filing officer is the Secretary
of State, the certificate shall be issued as part of a combined
certificate pursuant to Section 9528 of the Commercial Code, and the
fee for the certificate and copies shall be in accordance with that
section.
  SEC. 3.  Section 110 of the Corporations Code is amended to read:
   110.  (a) Upon receipt of any instrument by the Secretary of State
for filing pursuant to this division, if it conforms to law, it
shall be filed by, and in the office of, the Secretary of State and
the date of filing endorsed thereon. Except for instruments filed
pursuant to Section 1502, the date of filing shall be the date the
instrument is received by the Secretary of State unless the
instrument provides that it is to be withheld from filing until a
future date or unless in the judgment of the Secretary of State the
filing is intended to be coordinated with the filing of some other
corporate document which cannot be filed. The Secretary of State
shall file a document as of any requested future date not more than
90 days after its receipt, including a Saturday, Sunday, or legal
holiday, if the document is received in the Secretary of State's
office at least one business day prior to the requested date of
filing. An instrument does not fail to conform to law because it is
not accompanied by the full filing fee if the unpaid portion of the
fee does not exceed the limits established by the policy of the
Secretary of State for extending credit in these cases.
   (b) If the Secretary of State determines that an instrument
submitted for filing or otherwise submitted does not conform to law
and returns it to the person submitting it, the instrument may be
resubmitted accompanied by a written opinion of the member of the
State Bar of California submitting the instrument, or representing
the person submitting it, to the effect that the specific provision
of the instrument objected to by the Secretary of State does conform
to law and stating the points and authorities upon which the opinion
is based. The Secretary of State shall rely, with respect to any
disputed point of law (other than the application of Sections 201,
2101, and 2106), upon that written opinion in determining whether the
instrument conforms to law. The date of filing in that case shall be
the date the instrument is received on resubmission.
   (c) Any instrument filed with respect to a corporation (other than
original articles) may provide that it is to become effective not
more than 90 days subsequent to its filing date. In case such a
delayed effective date is specified, the instrument may be prevented
from becoming effective by a certificate stating that by appropriate
corporate action it has been revoked and is null and void, executed
in the same manner as the original instrument and filed before the
specified effective date. In the case of a merger agreement, the
certificate revoking the earlier filing need only be executed on
behalf of one of the constituent corporations. If no revocation
certificate is filed, the instrument becomes effective on the date
specified.
  SEC. 4.  Section 202 of the Corporations Code is amended to read:
   202.  The articles of incorporation shall set forth:
   (a) The name of the corporation; provided, however, that in order
for the corporation to be subject to the provisions of this division
applicable to a close corporation (Section 158), the name of the
corporation must contain the word "corporation," "incorporated," or
"limited" or an abbreviation of one of such words.
   (b) (1) The applicable one of the following statements:
   (A) The purpose of the corporation is to engage in any lawful act
or activity for which a corporation may be organized under the
General Corporation Law of California other than the banking
business, the trust company business or the practice of a profession
permitted to be incorporated by the California Corporations Code; or
   (B) The purpose of the corporation is to engage in the profession
of ____ (with the insertion of a profession permitted to be
incorporated by the California Corporations Code) and any other
lawful activities (other than the banking or trust company business)
not prohibited to a corporation engaging in such profession by
applicable laws and regulations.
   (2) In case the corporation is a corporation subject to the
Banking Law (Division 1 (commencing with Section 99) of the Financial
Code), the articles shall set forth a statement of purpose which is
prescribed in the applicable provision of the Banking Law.
   (3) In case the corporation is a corporation subject to the
Insurance Code as an insurer, the articles shall additionally state
that the business of the corporation is to be an insurer.
   (4) If the corporation is intended to be a "professional
corporation" within the meaning of the Moscone-Knox Professional
Corporation Act (Part 4 (commencing with Section 13400) of Division
3), the articles shall additionally contain the statement required by
Section 13404.
   The articles shall not set forth any further or additional
statement with respect to the purposes or powers of the corporation,
except by way of limitation or except as expressly required by any
law of this state other than this division or any federal or other
statute or regulation (including the Internal Revenue Code and
regulations thereunder as a condition of acquiring or maintaining a
particular status for tax purposes).
   (c) The name and street address in this state of the corporation's
initial agent for service of process in accordance with subdivision
(b) of Section 1502.
   (d) The initial street address of the corporation.
   (e) The initial mailing address of the corporation, if different
from the initial street address.
   (f) If the corporation is authorized to issue only one class of
shares, the total number of shares which the corporation is
authorized to issue.
   (g) If the corporation is authorized to issue more than one class
of shares, or if any class of shares is to have two or more series:
   (1) The total number of shares of each class the corporation is
authorized to issue, and the total number of shares of each series
which the corporation is authorized to issue or that the board is
authorized to fix the number of shares of any such series;
   (2) The designation of each class, and the designation of each
series or that the board may determine the designation of any such
series; and
   (3) The rights, preferences, privileges, and restrictions granted
to or imposed upon the respective classes or series of shares or the
holders thereof, or that the board, within any limits and
restrictions stated, may determine or alter the rights, preferences,
privileges, and restrictions granted to or imposed upon any wholly
unissued class of shares or any wholly unissued series of any class
of shares. As to any series the number of shares of which is
authorized to be fixed by the board, the articles may also authorize
the board, within the limits and restrictions stated therein or
stated in any resolution or resolutions of the board originally
fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series then
outstanding) the number of shares of any such series subsequent to
the issue of shares of that series. In case the number of shares of
any series shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the adoption
of the resolution originally fixing the number of shares of such
series.
  SEC. 5.  Section 900 of the Corporations Code is amended to read:
   900.  (a) By complying with the provisions of this chapter, a
corporation may amend its articles from time to time, in any and as
many respects as may be desired, so long as its articles as amended
contain only such provisions as it would be lawful to insert in
original articles filed at the time of the filing of the amendment
and, if a change in shares or the rights of shareholders or an
exchange, reclassification or cancellation of shares or rights of
shareholders is to be made, such provisions as may be necessary to
effect such change, exchange, reclassification or cancellation. It is
the intent of the Legislature in adopting this section to exercise
to the fullest extent the reserve power of the state over
corporations and to authorize any amendment of the articles covered
by the preceding sentence regardless of whether any provision
contained in the amendment was permissible at the time of the
original incorporation of the corporation.
   (b) A corporation shall not amend its articles to add any
statement or to alter any statement that may appear in the original
articles of the initial street address and initial mailing address of
the corporation, the names and addresses of the first directors, or
the name and address of the initial agent, except to correct an error
in the statement or to delete the information after the corporation
has filed a statement under Section 1502.
  SEC. 6.  Section 902 of the Corporations Code is amended to read:
   902.  (a) After any shares have been issued, amendments may be
adopted if approved by the board and approved by the outstanding
shares (Section 152), either before or after the approval by the
board.
   (b) Notwithstanding subdivision (a), an amendment extending the
corporate existence or making the corporate existence perpetual may
be adopted by a corporation organized prior to August 14, 1929, with
approval by the board alone.
   (c) Notwithstanding subdivision (a), unless the corporation has
more than one class of shares outstanding, an amendment effecting
only a stock split (including an increase in the authorized number of
shares in proportion thereto) may be adopted with approval by the
board alone.
   (d) Notwithstanding subdivision (a), an amendment deleting the
initial street address and initial mailing address of the
corporation, the names and addresses of the first directors, or the
name and address of the initial agent may be adopted with approval by
the board alone.
   (e) Whenever the articles require for corporate action the vote of
a larger proportion or of all of the shares of any class or series,
or of a larger proportion or of all of the directors, than is
otherwise required by this division, the provision in the articles
requiring such greater vote shall not be altered, amended or repealed
except by such greater vote unless otherwise provided in the
articles.
   (f) Notwithstanding subdivision (a), any amendment reducing the
vote required for an amendment pursuant to subdivision (c) of Section
158 may not be adopted unless approved by the affirmative vote of at
least two-thirds of each class of outstanding shares or such other
vote as may then be specified by the articles of the corporation.
  SEC. 7.  Section 910 of the Corporations Code is amended to read:
   910.  (a) A corporation may restate in a single certificate the
entire text of its articles as amended by filing an officers'
certificate or, in circumstances where incorporators or the board may
amend a corporation's articles pursuant to Sections 901 and 906, a
certificate signed and verified by a majority of the incorporators or
the board, as applicable, entitled "Restated Articles of
Incorporation of (insert name of corporation)" which shall set forth
the articles as amended to the date of the filing of the certificate,
except that the signatures and acknowledgments of the articles by
the incorporators and any statements regarding the effect of any
prior amendment upon outstanding shares and any provisions of
agreements of merger (other than amendments to the articles of the
surviving corporation) and the initial street address and initial
mailing address of the corporation and the names and addresses of the
first directors and of the initial agent for service of process
shall be omitted (except that the initial street address and initial
mailing address of the corporation, the names and addresses of the
initial agent for service of process and, if previously set forth in
the articles, the initial directors, shall not be omitted prior to
the time that the corporation has filed a statement under Section
1502). Such omissions are not alterations or amendments of the
articles. The certificate may also itself alter or amend the articles
in any respect, in which case the certificate must comply with
Section 905 or 906, as the case may be, and Section 907.
   (b) If the certificate does not itself alter or amend the articles
in any respect, it shall be approved by the board or, prior to the
issuance of any shares and the naming and election of directors, by a
majority of the incorporators, and shall be subject to the
provisions of this chapter relating to an amendment of the articles
not requiring any approval of the outstanding shares (Section 152).
If the certificate does itself alter or amend the articles, it shall
be subject to the provisions of this chapter relating to the
amendment or amendments so made and, except for certificates approved
by a majority of the incorporators, the certificate shall also state
that the board has approved the restated articles.
   (c) Certificates of determination are a part of the articles
within the meaning of this section. The provisions of such a
certificate shall be given an article designation in the restated
articles.
   (d) Restated articles of incorporation filed pursuant to this
section shall supersede for all purposes the original articles and
all amendments and certificates of determination filed prior thereto.

  SEC. 8.  Section 1505 of the Corporations Code is amended to read:
   1505.  (a) Any domestic or foreign corporation, before it may be
designated as the agent for the purpose of service of process of any
entity pursuant to any law which refers to this section, shall file a
certificate executed in the name of the corporation by an officer
thereof stating all of the following:
   (1) The complete street address of its office or offices in this
state, wherein any entity designating it as such agent may be served
with process.
   (2) The name of each person employed by it at each such office to
whom it authorizes the delivery of a copy of any such process.
   (3) Its consent that delivery thereof to any such person at the
office where the person is employed shall constitute delivery of any
such copy to it, as such agent.
   (b) Any corporation which has filed the certificate provided for
in subdivision (a) may file any number of supplemental certificates
containing all the statements provided for in subdivision (a), which,
upon the filing thereof, shall supersede the statements contained in
the original or in any supplemental certificate previously filed.
   (c) No domestic or foreign corporation may file a certificate
pursuant to this section unless it is currently authorized to engage
in business in this state and is in good standing on the records of
the Secretary of State.
  SEC. 9.  Section 2105 of the Corporations Code is amended to read:
   2105.  (a) A foreign corporation shall not transact intrastate
business without having first obtained from the Secretary of State a
certificate of qualification. To obtain that certificate it shall
file, on a form prescribed by the Secretary of State, a statement and
designation signed by a corporate officer stating:
   (1) Its name and the state or place of its incorporation or
organization.
   (2) The street address of its principal executive office.
   (3) The street address of its principal office within this state,
if any.
   (4) The mailing address of its principal executive office, if
different from the addresses specified pursuant to paragraphs (2) and
(3).
   (5) The name of an agent upon whom process directed to the
corporation may be served within this state. The designation shall
comply with the provisions of subdivision (b) of Section 1502.
   (6) (A) Its irrevocable consent to service of process directed to
it upon the agent designated and to service of process on the
Secretary of State if the agent so designated or the agent's
successor is no longer authorized to act or cannot be found at the
address given.
   (B) Consent under this paragraph extends to service of process
directed to the foreign corporation's agent in California for a
search warrant issued pursuant to Section 1524.2 of the Penal Code,
or for any other validly issued and properly served search warrant,
for records or documents that are in the possession of the foreign
corporation and are located inside or outside of this state. This
subparagraph shall apply to a foreign corporation that is a party or
a nonparty to the matter for which the search warrant is sought. For
purposes of this subparagraph, "properly served" means delivered by
hand, or in a manner reasonably allowing for proof of delivery if
delivered by United States mail, overnight delivery service, or
facsimile to a person or entity listed in Section 2110 of the
Corporations Code.
   (7) If it is a corporation which will be subject to the Insurance
Code as an insurer, it shall so state that fact.
   (b) Annexed to that statement and designation shall be a
certificate by an authorized public official of the state or place of
incorporation of the corporation to the effect that the corporation
is an existing corporation in good standing in that state or place
or, in the case of an association, an officers' certificate stating
that it is a validly organized and existing business association
under the laws of a specified foreign jurisdiction.
   (c) Before it may be designated by any foreign corporation as its
agent for service of process, any corporate agent must comply with
Section 1505.
  SEC. 10.  Section 2602 of the Corporations Code is amended to read:

   2602.  The articles of incorporation shall set forth:
   (a) The name of the flexible purpose corporation that shall
contain the words "flexible purpose corporation" or an abbreviation
of those words.
   (b) (1) Either of the following statements, as applicable:
   (A) "The purpose of this flexible purpose corporation is to engage
in any lawful act or activity for which a flexible purpose
corporation may be organized under Division 1.5 of the California
Corporations Code, other than the banking business, the trust company
business or the practice of a profession permitted to be
incorporated by the California Corporations Code, for the benefit of
the long-term and the short-term interests of the flexible purpose
corporation and its shareholders and in furtherance of the following
enumerated purposes ____."
   (B) "The purpose of this flexible purpose corporation is to engage
in the profession of ____ (with the insertion of a profession
permitted to be incorporated by the California Corporations Code) and
any other lawful activities, other than the banking or trust company
business, not prohibited to a flexible purpose corporation engaging
in that profession by applicable laws and regulations, for the
benefit of the long-term and the short-term interests of the flexible
purpose corporation and its shareholders."
   (2) A statement that a purpose of the flexible purpose corporation
is to engage in one or more of the following purposes, in addition
to the purpose stated pursuant to paragraph (1):
   (A) One or more charitable or public purpose activities that a
nonprofit public benefit corporation is authorized to carry out.
   (B) The purpose of promoting positive short-term or long-term
effects of, or minimizing adverse short-term or long-term effects of,
the flexible purpose corporation's activities upon any of the
following:
   (i) The flexible purpose corporation's employees, suppliers,
customers, and creditors.
   (ii) The community and society.
   (iii) The environment.
   (3) A statement that the flexible purpose corporation is organized
as a flexible purpose corporation under the Corporate Flexibility
Act of 2011.
   (4) If the flexible purpose corporation is a flexible purpose
corporation subject to the Banking Law (Division 1 (commencing with
Section 99) of the Financial Code), the articles shall set forth a
statement of purpose that is prescribed by the applicable provision
of the Banking Law (Division 1 (commencing with Section 99) of the
Financial Code).
   (5) If the flexible purpose corporation is a flexible purpose
corporation subject to the Insurance Code as an insurer, the articles
shall additionally state that the business of the flexible purpose
corporation is to be an insurer.
   (6) If the flexible purpose corporation is intended to be a
professional corporation within the meaning of the Moscone-Knox
Professional Corporation Act (Part 4 (commencing with Section 13400)
of Division 3), the articles shall additionally contain the statement
required by Section 13404. The articles shall not set forth any
further or additional statement with respect to the purposes or
powers of the flexible purpose corporation, except by way of
limitation or except as expressly required by any law of this state,
other than this division, or any federal or other statute or
regulation, including the Internal Revenue Code and regulations
thereunder as a condition of acquiring or maintaining a particular
status for tax purposes.
   (7) If the flexible purpose corporation is a close flexible
purpose corporation, a statement as required by subdivision (a) of
Section 158.
   (c) The name and street address in this state of the flexible
purpose corporation's initial agent for service of process in
accordance with subdivision (b) of Section 1502.
   (d) The initial street address of the corporation.
   (e) The initial mailing address of the corporation, if different
from the initial street address.
   (f) If the flexible purpose corporation is authorized to issue
only one class of shares, the total number of shares that the
flexible purpose corporation is authorized to issue.
   (g) If the flexible purpose corporation is authorized to issue
more than one class of shares, or if any class of shares is to have
two or more series, the articles shall state:
   (1) The total number of shares of each class that the flexible
purpose corporation is authorized to issue and the total number of
shares of each series that the flexible purpose corporation is
authorized to issue or that the board is authorized to fix the number
of shares of any such series.
   (2) The designation of each class and the designation of each
series or that the board may determine the designation of any such
series.
   (3) The rights, preferences, privileges, and restrictions granted
to or imposed upon the respective classes or series of shares or the
holders thereof, or that the board, within any limits and
restrictions stated, may determine or alter the rights, preferences,
privileges, and restrictions granted to or imposed upon any wholly
unissued class of shares or any wholly unissued series of any class
of shares. As to any series the number of shares of which is
authorized to be fixed by the board, the articles may also authorize
the board, within the limits and restrictions stated in the article
or in any resolution or resolutions of the board originally fixing
the number of shares constituting any series, to increase or
decrease, but not below the number of shares of such series then
outstanding,                                          the number of
shares of any series subsequent to the issue of shares of that
series. If the number of shares of any series shall be so decreased,
the shares constituting that decrease shall resume the status which
they had prior to the adoption of the resolution originally fixing
the number of shares of that series.
  SEC. 11.  Section 5008 of the Corporations Code is amended to read:

   5008.  (a) Upon receipt of any instrument by the Secretary of
State for filing pursuant to this part, Part 2, Part 3, Part 4 or
Part 5, if it conforms to law, it shall be filed by, and in the
office of the Secretary of State and the date of filing endorsed
thereon. Except for instruments filed pursuant to Section 6210, 8210,
or 9660 the date of filing shall be the date the instrument is
received by the Secretary of State unless the instrument provides
that it is to be withheld from filing until a future date or unless
in the judgment of the Secretary of State the filing is intended to
be coordinated with the filing of some other corporate document which
cannot be filed. The Secretary of State shall file a document as of
any requested future date not more than 90 days after its receipt,
including a Saturday, Sunday or legal holiday, if the document is
received in the Secretary of State's office at least one business day
prior to the requested date of filing. An instrument does not fail
to conform to law because it is not accompanied by the full filing
fee if the unpaid portion of such fee does not exceed the limits
established by the policy of the Secretary of State for extending
credit in such cases.
   (b) If the Secretary of State determines that an instrument
submitted for filing or otherwise submitted does not conform to law
and returns it to the person submitting it, the instrument may be
resubmitted accompanied by a written opinion of a member of the State
Bar of California submitting the instrument, or representing the
person submitting it, to the effect that the specific provision of
the instrument objected to by the Secretary of State does conform to
law and stating the points and authorities upon which the opinion is
based. The Secretary of State shall rely, with respect to any
disputed point of law (other than the application of Section 5122,
7122, or 9122), upon such written opinion in determining whether the
instrument conforms to law. The date of filing in such case shall be
the date the instrument is received on resubmission.
   (c) Any instrument filed with respect to a corporation (other than
original articles) may provide that it is to become effective not
more than 90 days subsequent to its filing date. In case such a
delayed effective date is specified, the instrument may be prevented
from becoming effective by a certificate stating that by appropriate
corporate action it has been revoked and is null and void, executed
in the same manner as the original instrument and filed before the
specified effective date. In the case of a merger agreement, such
certificate revoking the earlier filing need only be executed on
behalf of one of the constituent corporations. If no such revocation
certificate is filed, the instrument becomes effective on the date
specified.
  SEC. 12.  Section 5008.6 of the Corporations Code is amended to
read:
   5008.6.  (a) A corporation that (1) fails to file a statement
pursuant to Section 6210, 8210, or 9660 for an applicable filing
period, (2) has not filed a statement pursuant to Section 6210, 8210,
or 9660 during the preceding 24 months, and (3) was certified for
penalty pursuant to Section 6810, 8810, or 9690 for the same filing
period, shall be subject to suspension pursuant to this section
rather than to penalty under Section 6810 or 8810.
   (b) When subdivision (a) is applicable, the Secretary of State
shall provide a notice to the corporation informing the corporation
that its corporate powers, rights, and privileges will be suspended
60 days from the date of the notice if the corporation does not file
the statement required by Section 6210, 8210, or 9660.
   (c) If the 60-day period expires without the delinquent
corporation filing the required statement, the Secretary of State
shall notify the Franchise Tax Board of the suspension, and provide a
notice of the suspension to the corporation. Thereupon, except for
the purpose of filing an application for exempt status or amending
the articles of incorporation as necessary either to perfect that
application or to set forth a new name, the corporate powers, rights,
and privileges of the corporation are suspended.
   (d) A statement required by Section 6210, 8210, or 9660 may be
filed, notwithstanding suspension of the corporate powers, rights,
and privileges under this section or under provisions of the Revenue
and Taxation Code. Upon the filing of a statement under Section 6210,
8210, or 9660, by a corporation that has suffered suspension under
this section, the Secretary of State shall certify that fact to the
Franchise Tax Board and the corporation may thereupon be relieved
from suspension, unless the corporation is held in suspension by the
Franchise Tax Board because of Section 23301, 23301.5, or 23775 of
the Revenue and Taxation Code.
  SEC. 13.  Section 5130 of the Corporations Code is amended to read:

   5130.  The articles of incorporation of a corporation formed under
this part shall set forth:
   (a) The name of the corporation.
   (b) The following statement:

  "This corporation is a nonprofit public benefit corporation and is
not organized for the private gain of any person. It is organized
under the Nonprofit Public Benefit Corporation Law for (public or
charitable insert one or both]) purposes."
  If the purposes include "public" purposes, the articles shall, and
in all other cases the articles may, include a further description of
the corporation's purposes.]

   (c) The name and street address in this state of the corporation's
initial agent for service of process in accordance with subdivision
(b) of Section 6210.
   (d) The initial street address of the corporation.
   (e) The initial mailing address of the corporation, if different
from the initial street address.
  SEC. 14.  Section 5810 of the Corporations Code is amended to read:

   5810.  (a) By complying with the provisions of this chapter, a
corporation may amend its articles from time to time, in any and as
many respects as may be desired, so long as its articles as amended
contain only such provisions as it would be lawful to insert in
original articles filed at the time of the filing of the amendment or
as authorized by Section 5813.5 and, if a change in the rights of
members or an exchange, reclassification or cancellation of
memberships is to be made, such provisions as may be necessary to
effect such change, exchange, reclassification or cancellation. It is
the intent of the Legislature in adopting this section to exercise
to the fullest extent the reserve power of the state over
corporations and to authorize any amendment of the articles covered
by the preceding sentence regardless of whether any provision
contained in the amendment was permissible at the time of the
original incorporation of the corporation.
   (b) A corporation shall not amend its articles to add any
statement or to alter any statement which may appear in the original
articles of the initial street address and initial mailing address of
the corporation, the names and addresses of the first directors, or
the name and address of the initial agent, except to correct an error
in the statement or to delete the information after the corporation
has filed a statement under Section 6210.
  SEC. 15.  Section 5812 of the Corporations Code is amended to read:

   5812.  (a) Except as provided in this section or Section 5813.5,
amendments may be adopted if approved by the board and approved by
the members (Section 5034) and approved by such other person or
persons, if any, as required by the articles. The approval by the
members or other person or persons may be before or after the
approval by the board.
   (b) Notwithstanding subdivision (a), the following amendments may
be adopted by approval of the board alone:
   (1) An amendment extending the corporate existence or making the
corporate existence perpetual, if the corporation was organized prior
to August 14, 1929.
   (2) An amendment deleting the initial street address and initial
mailing address of the corporation, the names and addresses of the
first directors, or the name and address of the initial agent.
   (3) Any amendment, at a time the corporation has no members;
provided, however, that if the articles require approval by any
person for an amendment, that an amendment may not be adopted without
such approval.
   (4) An amendment adopted pursuant to Section 9913.
   (c) Whenever the articles require for corporate action the
approval of a particular class of members or of a larger proportion
of, or all of, the votes of any class, or of a larger proportion of,
or all of, the directors, than is otherwise required by this part,
the provision in the articles requiring such greater vote shall not
be altered, amended or repealed except by such class or such greater
vote, unless otherwise provided in the articles.
  SEC. 16.  Section 5813.5 of the Corporations Code is amended to
read:
   5813.5.  (a) A public benefit corporation may amend its articles
to change its status to that of a mutual benefit corporation, a
religious corporation, a business corporation, or a cooperative
corporation by complying with this section and the other sections of
this chapter.
   The Secretary of State shall notify the Franchise Tax Board, in
the manner and at the times agreed upon by the Secretary of State and
the Franchise Tax Board, of any amendments to a public benefit
corporation's articles.
   (b) If the public benefit corporation has any assets, an amendment
to change its status to a mutual benefit corporation, business
corporation, or cooperative corporation shall be approved in advance
in writing by the Attorney General. If the public benefit corporation
has no assets, the Attorney General shall be given a copy of the
amendment at least 20 days before the amendment is filed.
   (c) Amended articles authorized by this section shall include the
provisions which would have been required (other than the initial
street address and initial mailing address of the corporation and the
name of the initial agent for service of process if a statement has
been filed pursuant to Section 6210), and may in addition only
include those provisions which would have been permitted, in original
articles filed by the type of corporation (mutual benefit,
religious, business, or cooperative) into which the public benefit
corporation is changing its status.
   (d) In the case of a change of status to a business corporation or
cooperative corporation, if the Franchise Tax Board has issued a
determination exempting the corporation from tax as provided in
Section 23701 of the Revenue and Taxation Code, the corporation shall
be subject to Section 23221 of the Revenue and Taxation Code upon
filing the certificate of amendment.
  SEC. 17.  Section 5819 of the Corporations Code is amended to read:

   5819.  (a) A corporation may restate in a single certificate the
entire text of its articles as amended by filing an officers'
certificate or, in circumstances where incorporators or the board may
amend a corporation's articles pursuant to Sections 5811 and 5815, a
certificate signed and verified by a majority of the incorporators
or the board, as applicable, entitled "Restated Articles of
Incorporation of (insert name of corporation)" that shall set forth
the articles as amended to the date of filing of the certificate,
except that the signatures and acknowledgments of the articles by the
incorporators and any statements regarding the effect of any prior
amendment upon memberships and any provisions of agreements of merger
(other than amendments to the articles of the surviving
corporation), and the initial street address and initial mailing
address of the corporation and the names and addresses of the first
directors and of the initial agent for service of process shall be
omitted (except that the initial street address and initial mailing
address of the corporation and the names and addresses of the initial
agent for service of process and, if previously set forth in the
articles, the initial directors, shall not be omitted prior to the
time that the corporation has filed a statement under Section 6210).
Those omissions are not alterations or amendments of the articles.
The certificate may also itself alter or amend the articles in any
respect, in which case the certificate must comply with Section 5814
or 5815, as the case may be, and Section 5816.
   (b) If the certificate does not itself alter or amend the articles
in any respect, it shall be approved by the board or, prior to the
issuance of any memberships and the naming and election of directors,
by a majority of the incorporators, and shall be subject to the
provisions of this chapter relating to an amendment of the articles
not requiring approval of the members (Section 5034). If the
certificate does itself alter or amend the articles, it shall be
subject to the provisions of this chapter relating to the amendment
or amendments so made.
   (c) Restated articles of incorporation filed pursuant to this
section shall supersede for all purposes the original articles and
all amendments filed prior thereto.
  SEC. 18.  Section 7130 of the Corporations Code is amended to read:

   7130.  The articles of incorporation of a corporation formed under
this part shall set forth the following:
   (a) The name of the corporation.
   (b)  (1) Except as provided in paragraph (2), the following
statement:
"This corporation is a nonprofit mutual benefit corporation
organized under the Nonprofit Mutual Benefit Corporation Law. The
purpose of this corporation is to engage in any lawful act or
activity, other than credit union business, for which a corporation
may be organized under such law."
   (2) In the case of a corporation formed under this part that is
subject to the California Credit Union Law (Chapter 1 (commencing
with Section 14000) of Division 5 of the Financial Code), the
articles shall set forth a statement of purpose that is prescribed in
the applicable provisions of the California Credit Union Law.
   (3) The articles may include a further definition of the
corporation's purposes.
   (c) The name and street address in this state of the corporation's
initial agent for service of process in accordance with subdivision
(b) of Section 8210.
   (d) The initial street address of the corporation.
   (e) The initial mailing address of the corporation, if different
from the initial street address.
  SEC. 19.  Section 7810 of the Corporations Code is amended to read:

   7810.  (a) By complying with the provisions of this chapter, a
corporation may amend its articles from time to time, in any and as
many respects as may be desired, so long as its articles as amended
contain only such provisions as it would be lawful to insert in
original articles filed at the time of the filing of the amendment or
as authorized by Section 7813.5 and, if a change in the rights of
members or an exchange, reclassification or cancellation of
memberships is to be made, such provisions as may be necessary to
effect such change, exchange, reclassification or cancellation. It is
the intent of the Legislature in adopting this section to exercise
to the fullest extent the reserve power of the state over
corporations and to authorize any amendment of the articles covered
by the preceding sentence regardless of whether any provision
contained in the amendment was permissible at the time of the
original incorporation of the corporation.
   (b) A corporation shall not amend its articles to add any
statement or to alter any statement which may appear in the original
articles of the initial street address and initial mailing address of
the corporation, the names and addresses of the first directors, or
the name and address of the initial agent, except to correct an error
in the statement or to delete the information after the corporation
has filed a statement under Section 8210.
  SEC. 20.  Section 7812 of the Corporations Code is amended to read:

   7812.  (a) Except as provided in this section or Section 7813,
amendments may be adopted if approved by the board and approved by
the members (Section 5034) and approved by such other person or
persons, if any, as required by the articles. The approval by the
members or other person or persons may be before or after the
approval by the board.
   (b) Notwithstanding subdivision (a), the following amendments may
be adopted by approval of the board alone:
   (1) An amendment extending the corporate existence or making the
corporate existence perpetual, if the corporation was organized prior
to August 14, 1929.
   (2) An amendment deleting the initial street address and initial
mailing address of the corporation, the names and addresses of the
first directors, or the name and address of the initial agent.
   (3) Any amendment, at a time the corporation has no members;
provided, however, that if the articles require approval by any
person for an amendment, an amendment may not be adopted without such
approval.
   (4) An amendment adopted pursuant to Section 9913.
   (c) Whenever the articles require for corporate action the
approval of a particular class of members or of a larger proportion
of, or all of, the votes of any class, or of a larger proportion of,
or all of, the directors, than is otherwise required by this part,
the provision in the articles requiring such greater vote shall not
be altered, amended or repealed except by such class or such greater
vote, unless otherwise provided in the articles.
  SEC. 21.  Section 7813.5 of the Corporations Code is amended to
read:
   7813.5.  (a) A mutual benefit corporation may amend its articles
to change its status to that of a public benefit corporation, a
religious corporation, a business corporation, or a cooperative
corporation by complying with this section and the other sections of
this chapter.
   (b) Except as authorized by Section 7811 or unless the corporation
has no members, an amendment to change its status to a public
benefit corporation or religious corporation shall: (i) be approved
by the members (Section 5034), and the fairness of the amendment to
the members shall be approved by the Commissioner of Corporations
pursuant to Section 25142; (ii) be approved by the members (Section
5034) in an election conducted by written ballot pursuant to Section
7513 in which no negative votes are cast; or (iii) be approved by 100
percent of the voting power.
   (c) Amended articles authorized by this section shall include the
provisions which would have been required (other than the initial
street address and initial mailing address of the corporation and the
name of the initial agent for service of process if a statement has
been filed pursuant to Section 8210), and may in addition only
include those provisions which would have been permitted, in original
articles filed by the type of corporation (public benefit,
religious, business, or cooperative) into which the mutual benefit
corporation is changing its status.
   (d) At the time of filing a certificate of amendment to change
status to a public benefit corporation, a corporation shall furnish
an additional copy of the certificate of amendment to the Secretary
of State who shall forward that copy to the Attorney General.
   (e) In the case of a change of status to a business corporation or
a cooperative corporation, if the Franchise Tax Board has issued a
determination exempting the corporation from tax as provided in
Section 23701 of the Revenue and Taxation Code, the corporation shall
be subject to Section 23221 of the Revenue and Taxation Code upon
filing the certificate of amendment.
  SEC. 22.  Section 7819 of the Corporations Code is amended to read:

   7819.  (a) A corporation may restate in a single certificate the
entire text of its articles as amended by filing an officers'
certificate or, in circumstances where incorporators or the board may
amend a corporation's articles pursuant to Sections 7811 and 7815, a
certificate signed and verified by a majority of the incorporators
or the board, as applicable, entitled "Restated Articles of
Incorporation of (insert name of corporation)" which shall set forth
the articles as amended to the date of filing of the certificate,
except that the signatures and acknowledgments of the articles by the
incorporators and any statements regarding the effect of any prior
amendment upon memberships and any provisions of agreements of merger
(other than amendments to the articles of the surviving
corporation), and the initial street address and initial mailing
address of the corporation, and the names and addresses of the first
directors and of the initial agent for service of process shall be
omitted (except that the initial street address and initial mailing
address of the corporation and the names and addresses of the initial
agent for service of process and, if previously set forth in the
articles, the initial directors, shall not be omitted prior to the
time that the corporation has filed a statement under Section 8210).
Such omissions are not alterations or amendments of the articles. The
certificate may also itself alter or amend the articles in any
respect, in which case the certificate must comply with Section 7814
or 7815, as the case may be, and Section 7816.
   (b) If the certificate does not itself alter or amend the articles
in any respect, it shall be approved by the board or, prior to the
issuance of any memberships and the naming and election of directors,
by a majority of the incorporators, and shall be subject to the
provisions of this chapter relating to an amendment of the articles
not requiring approval of the members (Section 5034). If the
certificate does itself alter or amend the articles, it shall be
subject to the provisions of this chapter relating to the amendment
or amendments so made.
   (c) Restated articles of incorporation filed pursuant to this
section shall supersede for all purposes the original articles and
all amendments filed prior thereto.
  SEC. 23.  Section 8810 of the Corporations Code is amended to read:

   8810.  (a) Upon the failure of a corporation to file the statement
required by Section 8210, the Secretary of State shall provide a
notice of such delinquency to the corporation. The notice shall also
contain information concerning the application of this section, and
advise the corporation of the penalty imposed by Section 19141 of the
Revenue and Taxation Code for failure to timely file the required
statement after notice of delinquency has been provided by the
Secretary of State. If, within 60 days after providing notice of the
delinquency, a statement pursuant to Section 8210 has not been filed
by the corporation, the Secretary of State shall certify the name of
the corporation to the Franchise Tax Board.
   (b) Upon certification pursuant to subdivision (a), the Franchise
Tax Board shall assess against the corporation a penalty of fifty
dollars ($50) pursuant to Section 19141 of the Revenue and Taxation
Code.
   (c) The penalty herein provided shall not apply to a corporation
which on or prior to the date of certification pursuant to
subdivision (a) has dissolved or has been merged into another
corporation.
   (d) The penalty herein provided shall not apply and the Secretary
of State need not provide a notice of the delinquency to a
corporation the corporate powers, rights, and privileges of which
have been suspended by the Franchise Tax Board pursuant to Section
23301, 23301.5, or 23775 of the Revenue and Taxation Code on or prior
to, and remain suspended on, the last day of the filing period
pursuant to Section 8210. The Secretary of State need not provide
notice of the filing requirement pursuant to Section 8210, to a
corporation the corporate powers, rights, and privileges of which
have been so suspended by the Franchise Tax Board on or prior to, and
remain suspended on, the day the Secretary of State prepares the
notice for sending.
   (e) If, after certification pursuant to subdivision (a) the
Secretary of State finds the required statement was filed before the
expiration of the 60-day period after providing the notice of
delinquency, the Secretary of State shall promptly decertify the name
of the corporation to the Franchise Tax Board. The Franchise Tax
Board shall then promptly abate any penalty assessed against the
corporation pursuant to Section 19141 of the Revenue and Taxation
Code.
   (f) If the Secretary of State determines that the failure of a
corporation to file a statement required by Section 8210 is excusable
because of reasonable cause or unusual circumstances which justify
the failure, the Secretary of State may waive the penalty imposed by
this section and by Section 19141 of the Revenue and Taxation Code,
in which case the Secretary of State shall not certify the name of
the corporation to the Franchise Tax Board, or if already certified,
the Secretary of State shall promptly decertify the name of the
corporation.
  SEC. 24.  Section 9130 of the Corporations Code is amended to read:

   9130.  The articles of incorporation of a corporation formed under
this part shall set forth:
   (a) The name of the corporation.
   (b) The following statement:

"This corporation is a religious corporation and is not organized
for the private gain of any person. It is organized under the
Nonprofit Religious Corporation Law (primarily or exclusively insert
one or both]) for religious purposes." The articles may include a
further description of the corporation's purpose.]

   (c) The name and street address in this state of the corporation's
initial agent for service of process in accordance with subdivision
(b) of Section 6210 (made applicable pursuant to Section 9660).
   (d) The initial street address of the corporation.
   (e) The initial mailing address of the corporation, if different
from the initial street address.
  SEC. 25.  Section 9621 of the Corporations Code is amended to read:

   9621.  (a) A religious corporation may amend its articles to
change its status to that of (1), a public benefit corporation, by
complying with this section and the other sections of Chapter 8
(commencing with Section 5810) of Part 2 (made applicable pursuant to
Section 9620) or (2), a mutual benefit corporation, business
corporation, or cooperative corporation by complying with Chapter 8
(commencing with Section 5810) of Part 2.
                                                 (b) Amended articles
authorized by this section shall include the provisions which would
have been required (other than the initial street address and initial
mailing address of the corporation and the name of the initial agent
for service of process if a statement has been filed pursuant to
Section 6210, made applicable pursuant to Section 9660) and may in
addition only include those provisions which would have been
permitted, in original articles filed by the type of corporation
(public benefit, mutual benefit, business, or cooperative) into which
the religious corporation is changing its status.
  SEC. 26.  Section 9913 of the Corporations Code is amended to read:

   9913.  (a) The provisions of Sections 5130, 5131 and 5132 of the
new Public Benefit Corporation Law relating to the contents of
articles of incorporation do not apply to subject corporations
designated as public benefit corporations unless and until an
amendment of the articles is filed stating that the corporation
elects to be governed by all of the provisions of the new law not
otherwise applicable to it under this part.
   (b) The provisions of Sections 7130, 7131, and 7132 of the new
Mutual Benefit Corporation Law relating to the contents of articles
of incorporation do not apply to subject corporations governed by the
Mutual Benefit Corporation Law unless and until an amendment of the
articles of incorporation is filed stating that the corporation
elects to be governed by all of the provisions of the new law not
otherwise applicable to it under this part.
   (c) The provisions of Sections 9130, 9131, and 9132 of the new
Religious Corporation Law relating to the contents of articles of
incorporation do not apply to subject corporations governed by the
Religious Corporation Law unless and until an amendment of the
articles is filed stating that the corporation elects to be governed
by all of the provisions of the new law not otherwise applicable to
it under this part.
   (d) The amendment described in subdivision (a) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
public benefit corporation to Section 5130 and the deletion of any
references to the location of principal office and deleting any
statement regarding the number of directors or conforming any such
statement to Section 5151 (subject to Section 9915), it shall also be
approved by the members (Section 5034) if such approval is otherwise
required for the changes made.
   (e) The amendment described in subdivision (b) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
mutual benefit corporation to subdivisions (a) and (b) of Section
7130 and the deletion of any references to the location of principal
office and deleting any statement regarding the number of directors
or conforming any such statement to Section 7151 (subject to Section
9915), it shall also be approved by the members (Section 5034) if
such approval is otherwise required for the changes made.
   (f) The amendment described in subdivision (c) may be adopted by
the board alone, except that if such amendment makes any change in
the articles other than conforming the statement of purposes of the
religious corporation to Section 9130 and the deletion of any
references to the location of principal office and deleting any
statement regarding the number of directors or conforming any such
statement to Section 9151 (subject to Section 9915), it shall also be
approved by the members (Section 5034) if such approval is otherwise
required for the changes made.
   (g) The amendment shall not contain the initial street address or
initial mailing address of the corporation or name the corporation's
initial agent for service of process if a statement required by
Section 6210, 8210, or 6210 (made applicable by Section 9660), as the
case may be, has been filed.
  SEC. 27.  Section 12214 of the Corporations Code is amended to
read:
   12214.  (a) Upon receipt of any instrument by the Secretary of
State for filing pursuant to this part, if it conforms to law, it
shall be filed by, and in the office of the Secretary of State and
the date of filing endorsed thereon. Except for instruments filed
pursuant to Section 12570 the date of filing shall be the date the
instrument is received by the Secretary of State unless the
instrument provides that it is to be withheld from filing until a
future date or unless in the judgment of the Secretary of State the
filing is intended to be coordinated with the filing of some other
corporate document which cannot be filed. The Secretary of State
shall file a document as of any requested future date not more than
90 days after its receipt, including a Saturday, Sunday or legal
holiday, if the document is received in the Secretary of State's
office at least one business day prior to the requested date of
filing. An instrument does not fail to conform to law because it is
not accompanied by the full filing fee if the unpaid portion of such
fee does not exceed the limits established by the policy of the
Secretary of State for extending credit in such cases.
   (b) If the Secretary of State determines that an instrument
submitted for filing or otherwise submitted does not conform to law
and returns it to the person submitting it, the instrument may be
resubmitted accompanied by a written opinion of a member of the State
Bar of California submitting the instrument, or representing the
person submitting it, to the effect that the specific provision of
the instrument objected to by the Secretary of State does conform to
law and stating the points and authorities upon which the opinion is
based. The Secretary of State shall rely, with respect to any
disputed point of law (other than the application of Section 12302),
upon such written opinion in determining whether the instrument
conforms to law. The date of filing in such case shall be the date
the instrument is received on resubmission.
   (c) Any instrument filed with respect to a corporation (other than
original articles) may provide that it is to become effective not
more than 90 days subsequent to its filing date. In case such a
delayed effective date is specified, the instrument may be prevented
from becoming effective by a certificate stating that by appropriate
corporate action it has been revoked and is null and void, executed
in the same manner as the original instrument and filed before the
specified effective date. In the case of a merger agreement, such
certificate revoking the earlier filing need only be executed on
behalf of one of the constituent corporations. If no such revocation
certificate is filed, the instrument becomes effective on the date
specified.
  SEC. 28.  Section 12310 of the Corporations Code is amended to
read:
   12310.  The articles of incorporation of a corporation formed
under this part shall set forth:
   (a) The name of the corporation.
   (b) The following statement:

   "This corporation is a cooperative corporation organized under the
Consumer Cooperative Corporation Law. The purpose of this
corporation is to engage in any lawful act or activity for which a
corporation may be organized under such law."
   The articles may include a further description of the corporation'
s purpose.]

   (c) The name and street address in this state of the corporation's
initial agent for service of process in accordance with subdivision
(b) of Section 12570.
   (d) The initial street address of the corporation.
   (e) The initial mailing address of the corporation, if different
from the initial street address.
   (f) Whether the voting power or the proprietary interests of the
members are equal or unequal. If the voting power or proprietary
interests of the members are unequal, the articles shall state either
(i) the general rule or rules by which the voting power and
proprietary interests of the members shall be determined or (ii) that
such rule or rules shall be prescribed in the corporation's bylaws.
Equal voting power means voting power apportioned on the basis of one
vote for each member. Equal proprietary rights means property rights
apportioned on the basis of one proprietary unit for each member.
  SEC. 29.  Section 12500 of the Corporations Code is amended to
read:
   12500.  (a) By complying with the provisions of this chapter, a
corporation may amend its articles from time to time, in any and as
many respects as may be desired, so long as its articles as amended
contain only such provisions as it would be lawful to insert in
original articles filed at the time of the filing of the amendment or
as authorized by Section 12504 and, if a change in the rights of
members or an exchange, reclassification or cancellation of
memberships is to be made, such provisions as may be necessary to
effect such change, exchange, reclassification or cancellation. It is
the intent of the Legislature in adopting this section to exercise
to the fullest extent the reserve power of the state over
corporations and to authorize any amendment of the articles covered
by the preceding sentence regardless of whether any provision
contained in the amendment was permissible at the time of the
original incorporation of the corporation.
   (b) A corporation shall not amend its articles to add any
statement or to alter any statement which may appear in the original
articles of the initial street address and initial mailing address of
the corporation, the names and addresses of the first directors, or
the name and address of the initial agent, except to correct an error
in the statement or to delete the information after the corporation
has filed a statement under Section 12570.
  SEC. 30.  Section 12502 of the Corporations Code is amended to
read:
   12502.  (a) Except as provided in this section or Section 12503,
amendments may be adopted if approved by the board and approved by
the members before or after the approval by the board.
   (b) Notwithstanding subdivision (a), the following amendments may
be adopted by approval of the board alone:
   (1) An amendment extending the corporate existence or making the
corporate existence perpetual, if the corporation was organized prior
to August 14, 1929.
   (2) An amendment deleting the initial street address and initial
mailing address of the corporation, the names and addresses of the
first directors, or the name and address of the initial agent.
   (3) Any amendment, at a time the corporation has no members.
   (c) Whenever the articles require for corporate action the
approval of a particular class of members or of a larger proportion
of, or all of, the votes of any class, or of a larger proportion of,
or all of, the directors, than is otherwise required by this part,
the provision in the articles requiring such greater vote shall not
be altered, amended or repealed except by such class or such greater
vote, unless otherwise provided in the articles.
  SEC. 31.  Section 12504 of the Corporations Code is amended to
read:
   12504.  (a) A corporation may amend its articles to change its
status to that of a nonprofit public benefit corporation, a nonprofit
mutual benefit corporation, a nonprofit religious corporation, or a
business corporation by complying with this section and the other
sections of this chapter.
   (b) Except as authorized by Section 12501 or unless the
corporation has no members, an amendment to change its status to a
nonprofit public benefit corporation or a nonprofit religious
corporation shall: (1) be approved by the members (Section 12224),
and the fairness of the amendment to the members shall be approved by
the Commissioner of Corporations pursuant to Section 25142; or (2)
be approved by the members (Section 12224) in an election conducted
by written ballot pursuant to Section 12463 in which no negative
votes are cast; or (3) be approved by 100 percent of the voting
power.
   (c) Amended articles authorized by this section shall include the
provisions which would have been required (other than the initial
street address and initial mailing address of the corporation and the
name of the initial agent for service of process if a statement has
been filed pursuant to Section 12570), and may in addition only
include those provisions which would have been permitted, in original
articles filed by the type of corporation (nonprofit public benefit,
nonprofit mutual benefit, nonprofit religious, or business) into
which the corporation is changing its status.
   (d) At the time of filing a certificate of amendment to change
status to a nonprofit public benefit corporation, a corporation shall
furnish an additional copy of the certificate of amendment to the
Secretary of State who shall forward that copy to the Attorney
General.
  SEC. 32.  Section 12510 of the Corporations Code is amended to
read:
   12510.  (a) A corporation may restate in a single certificate the
entire text of its articles as amended by filing an officers'
certificate entitled "Restated Articles of Incorporation of (insert
name of corporation)" which shall set forth the articles as amended
to the date of filing of the certificate, except that the signatures
and acknowledgments of the incorporators and any statements regarding
the effect of any prior amendment upon memberships and any
provisions of agreements of merger (other than amendments to the
articles of the surviving corporation) and the names, addresses,
signatures and acknowledgments of the first directors and the initial
street address and initial mailing address of the corporation and of
the initial agent for service of process shall be omitted (except
that the initial street address and initial mailing address of the
corporation and the names and addresses of the initial agent for
service of process and the first directors shall not be omitted prior
to the time that the corporation has filed a statement under Section
12570). Such omissions are not alterations or amendments of the
articles. The certificate may also itself alter or amend the articles
in any respect, in which case the certificate must comply with
Sections 12505 and 12506, as the case may be, and Section 12507.
   (b) If the certificate does not itself alter or amend the articles
in any respect, it shall be approved by the board and shall be
subject to the provisions of this chapter relating to an amendment of
the articles not requiring approval of the members (Section 12224).
If the certificate does itself alter or amend the articles, it shall
be subject to the provisions of this chapter relating to the
amendment or amendments so made.
   (c) Restated articles of incorporation filed pursuant to this
section shall supersede for all purposes the original articles and
all amendments filed prior thereto.
  SEC. 33.  Section 12570 of the Corporations Code is amended to
read:
   12570.  (a) Every corporation shall, within 90 days after the
filing of its original articles and annually thereafter during the
applicable filing period in each year, file, on a form prescribed by
the Secretary of State, a statement containing: (1) the name of the
corporation and the Secretary of State's file number; (2) the names
and complete business or residence addresses of its chief executive
officer or general manager, secretary, and chief financial officer;
(3) the street address of its principal office in this state, if any;
(4) the mailing address of the corporation, if different from the
street address of its principal office in this state; and (5) if the
corporation chooses to receive renewal notices and any other
notifications from the Secretary of State by electronic mail instead
of by United States mail, the corporation shall include a valid
electronic mail address for the corporation or for the corporation's
designee to receive those notices.
   (b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or any domestic
or foreign corporation that has complied with Section 1505 and whose
capacity to act as an agent has not terminated. If a natural person
is designated, the statement shall set forth the person's complete
business or residence street address. If a corporate agent is
designated, no address for it shall be set forth.
   (c) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which its
original articles were filed and the immediately preceding five
calendar months. The Secretary of State shall provide a notice to
each corporation to comply with this section approximately three
months prior to the close of the applicable filing period. The notice
shall state the due date for compliance and shall be sent to the
last address of the corporation according to the records of the
Secretary of State or to the last electronic mail address according
to the records of the Secretary of State if the corporation has
elected to receive notices from the Secretary of State by electronic
mail. Neither the failure of the Secretary of State to send the
notice nor the failure of the corporation to receive it is an excuse
for failure to comply with this section.
   (d) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b). In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b). Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
   (e) The Secretary of State may destroy or otherwise dispose of any
statement filed pursuant to this section after it has been
superseded by the filing of a new statement.
   (f) This section shall not be construed to place any person
dealing with the corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.
  SEC. 34.  Section 13226 of the Corporations Code is amended to
read:
   13226.  The articles of incorporation shall state:
   (a) The name of the association.
   (b) The purposes for which it is formed.
   (c) The county where the principal office for the transaction of
business of the corporation is to be located.
   (d) The number of directors thereof, which shall be not less than
three and may be any number in excess thereof; the term of office of
such directors; and the names and residence of those who are to serve
as directors for the first year, or until election and qualification
of their successors.
   (e) The initial street address of the association.
   (f) The initial mailing address of the association, if different
from the initial street address.
   (g) The name and street address in this state of the association's
initial agent for service of process in accordance with subdivision
(b) of Section 1502.
  SEC. 35.  Part 8 (commencing with Section 14350) of Division 3 of
Title 1 of the Corporations Code is repealed.
  SEC. 36.  Part 10 (commencing with Section 14450) of Division 3 of
Title 1 of the Corporations Code is repealed.
  SEC. 37.  Section 15901.16 of the Corporations Code is amended to
read:
   15901.16.  (a) In addition to Chapter 4 (commencing with Section
413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process
may be served upon limited partnerships and foreign limited
partnerships as provided in this section.
   (b) Personal service of a copy of any process against the limited
partnership or the foreign limited partnership will constitute valid
service on the limited partnership if delivered either (1) to any
individual designated by it as agent or, if a limited partnership, to
any general partner or (2) if the designated agent or, if a limited
partnership, general partner is a corporation, to any person named in
the latest certificate of the corporate agent filed pursuant to
Section 1505 of the Corporations Code at the office of the corporate
agent or to any officer of the general partner, shall constitute
valid service on the limited partnership or the foreign limited
partnership. No change in the address of the agent for service of
process where the agent is an individual or appointment of a new
agent for service of process shall be effective (1) for a limited
partnership until an amendment to the certificate of limited
partnership is filed or (2) for a foreign limited partnership until
an amendment to the application for registration is filed. In the
case of a foreign limited partnership that has appointed the
Secretary of State as agent for service of process by reason of
subdivision (b) of Section 15909.07, process shall be delivered by
hand to the Secretary of State, or to any person employed in the
capacity of assistant or deputy, which shall be one copy of the
process for each defendant to be served, together with a copy of the
court order authorizing the service and the fee therefor. The order
shall include and set forth an address to which the process shall be
sent by the Secretary of State.
   (c) (1) If an agent for service of process has resigned and has
not been replaced or if the agent designated cannot with reasonable
diligence be found at the address designated for personal delivery of
the process, and it is shown by affidavit to the satisfaction of the
court that process against a limited partnership or foreign limited
partnership cannot be served with reasonable diligence upon the
designated agent or, if a foreign limited partnership, upon any
general partner by hand in the manner provided in Section 415.10,
subdivision (a) of Section 415.20, or subdivision (a) of Section
415.30 of the Code of Civil Procedure, the court may make an order
that the service shall be made upon a domestic limited partnership
which has filed a certificate or upon a foreign limited partnership
which has a certificate of registration to transact business in this
state by delivering by hand to the Secretary of State, or to any
person employed in the Secretary of State's office in the capacity of
assistant or deputy, one copy of the process for each defendant to
be served, together with a copy of the order authorizing the service.
Service in this manner shall be deemed complete on the 10th day
after delivery of the process to the Secretary of State.
   (2) Upon receipt of any such copy of process and the fee therefor,
the Secretary of State shall give notice of the service of the
process to the limited partnership or foreign limited partnership, at
its principal office, by forwarding to that office, by registered
mail with request for return receipt, the copy of the process.
   (3) The Secretary of State shall keep a record of all process
served upon the Secretary of State under this chapter and shall
record therein the time of service and the Secretary of State's
action with reference thereto. A certificate under the Secretary of
State's official seal, certifying to the receipt of process, the
giving of notice thereof to the limited partnership or foreign
limited partnership, and the forwarding of the process pursuant to
this section, shall be competent and prima facie evidence of the
matters stated therein.
   (d) (1) The certificate of a limited partnership and the
application for a certificate of registration of a foreign limited
partnership shall designate, as the agent for service of process, an
individual residing in this state or a corporation which has complied
with Section 1505 of the Corporations Code and whose capacity to act
as an agent has not terminated. If an individual is designated, the
statement shall set forth that person's complete business or
residence street address in this state. If a corporate agent is
designated, no address for it shall be set forth.
   (2) An agent designated for service of process may file with the
Secretary of State a signed and acknowledged written statement of
resignation as an agent. Thereupon the authority of the agent to act
in that capacity shall cease and the Secretary of State forthwith
shall give written notice of the filing of the certificate of
resignation by mail to the limited partnership or foreign limited
partnership addressed to its designated office.
   (3) If an individual who has been designated agent for service of
process dies or resigns or no longer resides in the state or if the
corporate agent for that purpose, resigns, dissolves, withdraws from
the state, forfeits its right to transact intrastate business, has
its corporate rights, powers and privileges suspended or ceases to
exist, (A) the limited partnership shall promptly file an amendment
to the certificate designating a new agent or (B) the foreign limited
partnership shall promptly file an amendment to the application for
registration.
   (e) In addition to any other discovery rights which may exist, in
any case pending in a California court having jurisdiction in which a
party seeks records from a partnership formed under this chapter,
whether or not the partnership is a party, the court shall have the
power to order the production in California of the books and records
of the partnership on the terms and conditions that the court deems
appropriate.
  SEC. 38.  Section 15902.01 of the Corporations Code is amended to
read:
   15902.01.  (a) In order for a limited partnership to be formed, a
certificate of limited partnership must be filed with and on a form
prescribed by the Secretary of State and, either before or after the
filing of a certificate of limited partnership, the partners shall
have entered into a partnership agreement. The certificate must
state:
   (1) the name of the limited partnership, which shall comply with
Section 15901.08;
   (2) the street address of the initial designated office;
   (3) the name and street address of the initial agent for service
of process in accordance with paragraph (1) of subdivision (d) of
Section 15901.16;
   (4) the name and the address of each general partner; and
   (5) the mailing address of the limited partnership, if different
from the address of the initial designated office.
   (b) A certificate of limited partnership may also contain any
other matters but may not vary or otherwise affect the provisions
specified in subdivision (b) of Section 15901.10 in a manner
inconsistent with that section.
   (c) Subject to subdivision (c) of Section 15902.06 a limited
partnership is formed when the Secretary of State files the
certificate of limited partnership.
                        (d) Subject to subdivision (b), if any
provision of a partnership agreement is inconsistent with the filed
certificate of limited partnership or with a filed certificate of
dissociation, cancellation, or amendment or filed certificate of
conversion or merger:
   (1) the partnership agreement prevails as to partners and
transferees; and
   (2) the filed certificate of limited partnership, certificate of
dissociation, cancellation, or amendment or filed certificate of
conversion or merger prevails as to persons, other than partners and
transferees, that reasonably rely on the filed record to their
detriment.
   (e) A limited partnership may record in the office of the county
recorder of any county in this state a certified copy of the
certificate of limited partnership, or any amendment thereto, which
has been filed by the Secretary of State. A foreign limited
partnership may record in the office of the county recorder of any
county in the state a certified copy of the application for
registration to transact business, together with the certificate of
registration, referred to in Section 15909.02, or any amendment
thereto, which has been filed by the Secretary of State. The
recording shall create a conclusive presumption in favor of any bona
fide purchaser or encumbrancer for value of the partnership real
property located in the county in which the certified copy has been
recorded, that the persons named as general partners therein are the
general partners of the partnership named and that they are all of
the general partners of the partnership.
   (f) The Secretary of State may cancel the filing of certificates
of limited partnership if a check or other remittance accepted in
payment of the filing fee is not paid upon presentation. For partners
and transferees, the partnership agreement is paramount. Upon
receiving written notification that the item presented for payment
has not been honored for payment, the Secretary of State shall give a
first written notice of the applicability of this section to the
agent for service of process or to the person submitting the
instrument. Thereafter, if the amount has not been paid by cashier's
check or equivalent, the Secretary of State shall give a second
written notice of cancellation and the cancellation shall thereupon
be effective. The second notice shall be given 20 days or more after
the first notice and 90 days or less after the original filing.
   (g) The Secretary of State shall include with instructional
materials, provided in conjunction with the form for filing a
certificate of limited partnership under subdivision (a), a notice
that the filing of the certificate of limited partnership will
obligate the limited partnership to pay an annual tax for that
taxable year to the Franchise Tax Board pursuant to Section 17935 of
the Revenue and Taxation Code. That notice shall be updated annually
to specify the dollar amount of the annual tax.
  SEC. 39.  Section 15909.02 of the Corporations Code is amended to
read:
   15909.02.  (a) A foreign limited partnership may apply for a
certificate of registration to transact business in this state by
delivering an application signed and acknowledged by a general
partner of the foreign limited partnership to, and on a form
prescribed by, the Secretary of State for filing. The application
shall state:
   (1) the name of the foreign limited partnership and, if the name
does not comply with Section 15901.08, an alternate name adopted
pursuant to subdivision (a) of Section 15909.05;
   (2) the name of the state or other jurisdiction under whose law
the foreign limited partnership is organized and the date of its
formation;
   (3) the street address of the foreign limited partnership's
designated office and, if the laws of the jurisdiction under which
the foreign limited partnership is organized require the foreign
limited partnership to maintain an office in that jurisdiction, the
address of the required office;
   (4) the mailing address of the foreign limited partnership's
designated office, if different from the street address;
   (5) the name and street address of the foreign limited partnership'
s initial agent for service of process in this state in accordance
with paragraph (1) of subdivision (d) of Section 15901.16;
   (6) the name and address of each of the foreign limited
partnership's general partners; and
   (7) whether the foreign limited partnership is a foreign limited
liability limited partnership.
   (b) A foreign limited partnership shall deliver with the completed
application a certificate of existence or a record of similar import
signed by the Secretary of State or other official having custody of
the foreign limited partnership's publicly filed records in the
state or other jurisdiction under whose law the foreign limited
partnership is organized.
  SEC. 40.  Section 16303 of the Corporations Code is amended to
read:
   16303.  (a) A partnership may file a statement of partnership
authority, which is subject to all of the following:
   (1) The statement shall include all of the following:
   (A) The name of the partnership.
   (B) The street address of its chief executive office and of one
office in this state, if there is one.
   (C) The mailing address of its chief executive office, if
different from the street addresses specified pursuant to
subparagraph (B).
   (D) The names and mailing addresses of all of the partners or of
an agent appointed and maintained by the partnership for the purpose
of subdivision (b).
   (E) The names of the partners authorized to execute an instrument
transferring real property held in the name of the partnership.
   (2) The statement may specify the authority, or limitations on the
authority, of some or all of the partners to enter into other
transactions on behalf of the partnership and any other matter.
   (b) If a statement of partnership authority names an agent, the
agent shall maintain a list of the names and mailing addresses of all
of the partners and make it available to any person on request for
good cause shown.
   (c) If a filed statement of partnership authority is executed
pursuant to subdivision (c) of Section 16105 and states the name of
the partnership but does not contain all of the other information
required by subdivision (a), the statement nevertheless operates with
respect to a person not a partner as provided in subdivisions (d)
and (e).
   (d) A filed statement of partnership authority supplements the
authority of a partner to enter into transactions on behalf of the
partnership as follows:
   (1) Except for transfers of real property, a grant of authority
contained in a filed statement of partnership authority is conclusive
in favor of a person who gives value without knowledge to the
contrary, so long as and to the extent that a limitation on that
authority is not then contained in another filed statement. A filed
cancellation of a limitation on authority revives the previous grant
of authority.
   (2) A grant of authority to transfer real property held in the
name of the partnership contained in a certified copy of a filed
statement of partnership authority recorded in the office for
recording transfers of that real property is conclusive in favor of a
person who gives value without knowledge to the contrary, so long as
and to the extent that a certified copy of a filed statement
containing a limitation on that authority is not then of record in
the office for recording transfers of that real property. The
recording in the office for recording transfers of that real property
of a certified copy of a filed cancellation of a limitation on
authority revives the previous grant of authority.
   (e) A person not a partner is deemed to know of a limitation on
the authority of a partner to transfer real property held in the name
of the partnership if a certified copy of the filed statement
containing the limitation on authority is of record in the office for
recording transfers of that real property.
   (f) Except as otherwise provided in subdivisions (d) and (e) and
Sections 16704 and 16805, a person not a partner is not deemed to
know of a limitation on the authority of a partner merely because the
limitation is contained in a filed statement.
  SEC. 41.  Section 16309 of the Corporations Code is amended to
read:
   16309.  (a) The statement of partnership authority may designate
an agent for service of process. The agent may be an individual
residing in this state or a corporation that has complied with
Section 1505 and whose capacity to act as an agent has not
terminated. If an individual is designated, the statement shall
include that person's complete business or residence street address
in this state. If a corporate agent is designated, no address for
that agent shall be set forth.
   (b) An agent designated for service of process may file with the
Secretary of State a signed and acknowledged written statement of
resignation as an agent. On filing of the statement of resignation,
the authority of the agent to act in that capacity shall cease and
the Secretary of State shall give written notice of the filing of the
statement of resignation by mail to the partnership, addressed to
its principal executive office.
   (c) If an individual who has been designated agent for service of
process dies or resigns or no longer resides in the state, or if the
corporate agent for that purpose resigns, dissolves, withdraws from
the state, forfeits its right to transact intrastate business, has
its corporate rights, powers, and privileges suspended, or ceases to
exist, the partnership or foreign partnership shall promptly file an
amended statement of partnership authority, designating a new agent.
  SEC. 42.  Section 16953 of the Corporations Code is amended to
read:
   16953.  (a) To become a registered limited liability partnership,
a partnership, other than a limited partnership, shall file with the
Secretary of State a registration, executed by one or more partners
authorized to execute a registration, stating all of the following:
   (1) The name of the partnership.
   (2) The street address of its principal office.
   (3) The mailing address of its principal office, if different from
the street address.
   (4) The name and street address of the agent for service of
process on the limited liability partnership in California in
accordance with subdivision (a) of Section 16309.
   (5) A brief statement of the business in which the partnership
engages.
   (6) Any other matters that the partnership determines to include.
   (7) That the partnership is registering as a registered limited
liability partnership.
   (b) The registration shall be accompanied by a fee as set forth in
subdivision (a) of Section 12189 of the Government Code.
   (c) The Secretary of State shall register as a registered limited
liability partnership any partnership that submits a completed
registration with the required fee.
   (d) The Secretary of State may cancel the filing of the
registration if a check or other remittance accepted in payment of
the filing fee is not paid upon presentation. Upon receiving written
notification that the item presented for payment has not been honored
for payment, the Secretary of State shall give a first written
notice of the applicability of this section to the agent for service
of process or to the person submitting the instrument. Thereafter, if
the amount has not been paid by cashier's check or equivalent, the
Secretary of State shall give a second written notice of cancellation
and the cancellation shall thereupon be effective. The second notice
shall be given 20 days or more after the first notice and 90 days or
less after the date of the original filing.
   (e) A partnership becomes a registered limited liability
partnership at the time of the filing of the initial registration
with the Secretary of State or at any later date or time specified in
the registration and the payment of the fee required by subdivision
(b). A partnership continues as a registered limited liability
partnership until a notice that it is no longer a registered limited
liability partnership has been filed pursuant to subdivision (b) of
Section 16954 or, if applicable, until it has been dissolved and
finally wound up. The status of a partnership as a registered limited
liability partnership and the liability of a partner of the
registered limited liability partnership shall not be adversely
affected by errors or subsequent changes in the information stated in
a registration under subdivision (a) or an amended registration or
notice under Section 16954.
   (f) The fact that a registration or amended registration pursuant
to this section is on file with the Secretary of State is notice that
the partnership is a registered limited liability partnership and of
those other facts contained therein that are required to be set
forth in the registration or amended registration.
   (g) The Secretary of State shall provide a form for a registration
under subdivision (a), which shall include the form for confirming
compliance with the optional security requirement pursuant to
subdivision (c) of Section 16956. The Secretary of State shall
include with instructional materials provided in conjunction with the
form for a registration under subdivision (a) a notice that filing
the registration will obligate the limited liability partnership to
pay an annual tax for that taxable year to the Franchise Tax Board
pursuant to Section 17948 of the Revenue and Taxation Code. That
notice shall be updated annually to specify the dollar amount of the
tax.
   (h) A limited liability partnership providing professional limited
liability partnership services in this state shall comply with all
statutory and administrative registration or filing requirements of
the state board, commission, or other agency that prescribes the
rules and regulations governing the particular profession in which
the partnership proposes to engage, pursuant to the applicable
provisions of the Business and Professions Code relating to that
profession. The state board, commission, or other agency shall not
disclose, unless compelled by a subpoena or other order of a court of
competent jurisdiction, any information it receives in the course of
evaluating the compliance of a limited liability partnership with
applicable statutory and administrative registration or filing
requirements, provided that nothing in this section shall be
construed to prevent a state board, commission, or other agency from
disclosing the manner in which the limited liability partnership has
complied with the requirements of Section 16956, or the compliance or
noncompliance by the limited liability partnership with any other
requirements of the state board, commission, or other agency.
  SEC. 43.  Section 16959 of the Corporations Code, as amended by
Section 9 of Chapter 634 of the Statutes of 2010, is amended to read:

   16959.  (a) (1) Before transacting intrastate business in this
state, a foreign limited liability partnership shall comply with all
statutory and administrative registration or filing requirements of
the state board, commission, or agency that prescribes the rules and
regulations governing a particular profession in which the
partnership proposes to be engaged, pursuant to the applicable
provisions of the Business and Professions Code relating to the
profession or applicable rules adopted by the governing board. A
foreign limited liability partnership that transacts intrastate
business in this state shall within 30 days after the effective date
of the act enacting this section or the date on which the foreign
limited liability partnership first transacts intrastate business in
this state, whichever is later, register with the Secretary of State
by submitting to the Secretary of State an application for
registration as a foreign limited liability partnership, signed by a
person with authority to do so under the laws of the jurisdiction of
formation of the foreign limited liability partnership, stating the
name of the partnership, the street address of its principal office,
the mailing address of the principal office if different from the
street address, the name and street address of its agent for service
of process in this state in accordance with subdivision (a) of
Section 16309, a brief statement of the business in which the
partnership engages, and any other matters that the partnership
determines to include.
   (2) Annexed to the application for registration shall be a
certificate from an authorized public official of the foreign limited
liability partnership's jurisdiction of organization to the effect
that the foreign limited liability partnership is in good standing in
that jurisdiction, if the laws of that jurisdiction permit the
issuance of those certificates, or, in the alternative, a statement
by the foreign limited liability partnership that the laws of its
jurisdiction of organization do not permit the issuance of those
certificates.
   (b) The registration shall be accompanied by a fee as set forth in
subdivision (b) of Section 12189 of the Government Code.
   (c) The Secretary of State shall register as a foreign limited
liability partnership any partnership that submits a completed
application for registration with the required fee.
   (d) The Secretary of State may cancel the filing of the
registration if a check or other remittance accepted in payment of
the filing fee is not paid upon presentation. Upon receiving written
notification that the item presented for payment has not been honored
for payment, the Secretary of State shall give a first written
notice of the applicability of this section to the agent for service
of process or to the person submitting the instrument. Thereafter, if
the amount has not been paid by cashier's check or equivalent, the
Secretary of State shall give a second written notice of cancellation
and the cancellation shall thereupon be effective. The second notice
shall be given 20 days or more after the first notice and 90 days or
less after the original filing.
   (e) A partnership becomes registered as a foreign limited
liability partnership at the time of the filing of the initial
registration with the Secretary of State or at any later date or time
specified in the registration and the payment of the fee required by
subdivision (b). A partnership continues to be registered as a
foreign limited liability partnership until a notice that it is no
longer so registered as a foreign limited liability partnership has
been filed pursuant to Section 16960 or, if applicable, once it has
been dissolved and finally wound up. The status of a partnership
registered as a foreign limited liability partnership and the
liability of a partner of that foreign limited liability partnership
shall not be adversely affected by errors or subsequent changes in
the information stated in an application for registration under
subdivision (a) or an amended registration or notice under Section
16960.
   (f) The fact that a registration or amended registration pursuant
to Section 16960 is on file with the Secretary of State is notice
that the partnership is a foreign limited liability partnership and
of those other facts contained therein that are required to be set
forth in the registration or amended registration.
   (g) The Secretary of State shall provide a form for a registration
under subdivision (a), which shall include the form for confirming
compliance with the optional security requirement pursuant to
subdivision (c) of Section 16956. The Secretary of State shall
include with instructional materials, provided in conjunction with
the form for registration under subdivision (a), a notice that filing
the registration will obligate the limited liability partnership to
pay an annual tax for that taxable year to the Franchise Tax Board
pursuant to Section 17948 of the Revenue and Taxation Code. That
notice shall be updated annually to specify the dollar amount of this
tax.
   (h) A foreign limited liability partnership transacting intrastate
business in this state shall not maintain any action, suit, or
proceeding in any court of this state until it has registered in this
state pursuant to this section.
   (i) Any foreign limited liability partnership that transacts
intrastate business in this state without registration is subject to
a penalty of twenty dollars ($20) for each day that unauthorized
intrastate business is transacted, up to a maximum of ten thousand
dollars ($10,000).
   (j) A partner of a foreign limited liability partnership is not
liable for the debts or obligations of the foreign limited liability
partnership solely by reason of its having transacted business in
this state without registration.
   (k) A foreign limited liability partnership, transacting business
in this state without registration, appoints the Secretary of State
as its agent for service of process with respect to causes of action
arising out of the transaction of business in this state.
   (  l  ) "Transact intrastate business" as used in this
section means to repeatedly and successively provide professional
limited liability partnership services in this state, other than in
interstate or foreign commerce.
   (m) Without excluding other activities that may not be considered
to be transacting intrastate business, a foreign limited liability
partnership shall not be considered to be transacting intrastate
business merely because its subsidiary or affiliate transacts
intrastate business, or merely because of its status as any one or
more of the following:
   (1) A shareholder of a domestic corporation.
   (2) A shareholder of a foreign corporation transacting intrastate
business.
   (3) A limited partner of a foreign limited partnership transacting
intrastate business.
   (4) A limited partner of a domestic limited partnership.
   (5) A member or manager of a foreign limited liability company
transacting intrastate business.
   (6) A member or manager of a domestic limited liability company.
   (n) Without excluding other activities that may not be considered
to be transacting intrastate business, a foreign limited liability
partnership shall not be considered to be transacting intrastate
business within the meaning of this subdivision solely by reason of
carrying on in this state any one or more of the following
activities:
   (1) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims or disputes.
   (2) Holding meetings of its partners or carrying on any other
activities concerning its internal affairs.
   (3) Maintaining bank accounts.
   (4) Maintaining offices or agencies for the transfer, exchange,
and registration of the foreign limited liability partnership's
securities or maintaining trustees or depositories with respect to
those securities.
   (5) Effecting sales through independent contractors.
   (6) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where those orders require
acceptance without this state before becoming binding contracts.
   (7) Creating or acquiring evidences of debt or mortgages, liens,
or security interest in real or personal property.
   (8) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.
   (9) Conducting an isolated transaction that is completed within
180 days and not in the course of a number of repeated transactions
of a like nature.
   (o) A person shall not be deemed to be transacting intrastate
business in this state merely because of its status as a partner of a
registered limited liability partnership or a foreign limited
liability company whether or not registered to transact intrastate
business in this state.
   (p) The Attorney General may bring an action to restrain a foreign
limited liability partnership from transacting intrastate business
in this state in violation of this chapter.
   (q) Nothing in this section is intended to, or shall, augment,
diminish, or otherwise alter existing provisions of law, statutes, or
court rules relating to services by a California architect,
California public accountant, California engineer, California land
surveyor, or California attorney in another jurisdiction, or services
by an out-of-state architect, out-of-state public accountant,
out-of-state engineer, out-of-state land surveyor, or out-of-state
attorney in California.
   (r) This section shall remain in effect only until January 1,
2016, and as of that date is repealed, unless a later enacted
statute, that is enacted before January 1, 2016, deletes or extends
that date.
  SEC. 44.  Section 16959 of the Corporations Code, as added by
Section 10 of Chapter 634 of the Statutes of 2010, is amended to
read:
   16959.  (a) (1) Before transacting intrastate business in this
state, a foreign limited liability partnership shall comply with all
statutory and administrative registration or filing requirements of
the state board, commission, or agency that prescribes the rules and
regulations governing a particular profession in which the
partnership proposes to be engaged, pursuant to the applicable
provisions of the Business and Professions Code relating to the
profession or applicable rules adopted by the governing board. A
foreign limited liability partnership that transacts intrastate
business in this state shall within 30 days after the effective date
of the act enacting this section or the date on which the foreign
limited liability partnership first transacts intrastate business in
this state, whichever is later, register with the Secretary of State
by submitting to the Secretary of State an application for
registration as a foreign limited liability partnership, signed by a
person with authority to do so under the laws of the jurisdiction of
formation of the foreign limited liability partnership, stating the
name of the partnership, the street address of its principal office,
the mailing address of the principal office if different from the
street address, the name and street address of its agent for service
of process in this state in accordance with subdivision (a) of
Section 16309, a brief statement of the business in which the
partnership engages, and any other matters that the partnership
determines to include.
   (2) Annexed to the application for registration shall be a
certificate from an authorized public official of the foreign limited
liability partnership's jurisdiction of organization to the effect
that the foreign limited liability partnership is in good standing in
that jurisdiction, if the laws of that jurisdiction permit the
issuance of those certificates, or, in the alternative, a statement
by the foreign limited liability partnership that the laws of its
                                                jurisdiction of
organization do not permit the issuance of those certificates.
   (b) The registration shall be accompanied by a fee as set forth in
subdivision (b) of Section 12189 of the Government Code.
   (c) The Secretary of State shall register as a foreign limited
liability partnership any partnership that submits a completed
application for registration with the required fee.
   (d) The Secretary of State may cancel the filing of the
registration if a check or other remittance accepted in payment of
the filing fee is not paid upon presentation. Upon receiving written
notification that the item presented for payment has not been honored
for payment, the Secretary of State shall give a first written
notice of the applicability of this section to the agent for service
of process or to the person submitting the instrument. Thereafter, if
the amount has not been paid by cashier's check or equivalent, the
Secretary of State shall give a second written notice of cancellation
and the cancellation shall thereupon be effective. The second notice
shall be given 20 days or more after the first notice and 90 days or
less after the original filing.
   (e) A partnership becomes registered as a foreign limited
liability partnership at the time of the filing of the initial
registration with the Secretary of State or at any later date or time
specified in the registration and the payment of the fee required by
subdivision (b). A partnership continues to be registered as a
foreign limited liability partnership until a notice that it is no
longer so registered as a foreign limited liability partnership has
been filed pursuant to Section 16960 or, if applicable, once it has
been dissolved and finally wound up. The status of a partnership
registered as a foreign limited liability partnership and the
liability of a partner of that foreign limited liability partnership
shall not be adversely affected by errors or subsequent changes in
the information stated in an application for registration under
subdivision (a) or an amended registration or notice under Section
16960.
   (f) The fact that a registration or amended registration pursuant
to Section 16960 is on file with the Secretary of State is notice
that the partnership is a foreign limited liability partnership and
of those other facts contained therein that are required to be set
forth in the registration or amended registration.
   (g) The Secretary of State shall provide a form for a registration
under subdivision (a), which shall include the form for confirming
compliance with the optional security requirement pursuant to
subdivision (c) of Section 16956. The Secretary of State shall
include with instructional materials, provided in conjunction with
the form for registration under subdivision (a), a notice that filing
the registration will obligate the limited liability partnership to
pay an annual tax for that taxable year to the Franchise Tax Board
pursuant to Section 17948 of the Revenue and Taxation Code. That
notice shall be updated annually to specify the dollar amount of this
tax.
   (h) A foreign limited liability partnership transacting intrastate
business in this state shall not maintain any action, suit, or
proceeding in any court of this state until it has registered in this
state pursuant to this section.
   (i) Any foreign limited liability partnership that transacts
intrastate business in this state without registration is subject to
a penalty of twenty dollars ($20) for each day that unauthorized
intrastate business is transacted, up to a maximum of ten thousand
dollars ($10,000).
   (j) A partner of a foreign limited liability partnership is not
liable for the debts or obligations of the foreign limited liability
partnership solely by reason of its having transacted business in
this state without registration.
   (k) A foreign limited liability partnership, transacting business
in this state without registration, appoints the Secretary of State
as its agent for service of process with respect to causes of action
arising out of the transaction of business in this state.
   (  l  ) "Transact intrastate business" as used in this
section means to repeatedly and successively provide professional
limited liability partnership services in this state, other than in
interstate or foreign commerce.
   (m) Without excluding other activities that may not be considered
to be transacting intrastate business, a foreign limited liability
partnership shall not be considered to be transacting intrastate
business merely because its subsidiary or affiliate transacts
intrastate business, or merely because of its status as any one or
more of the following:
   (1) A shareholder of a domestic corporation.
   (2) A shareholder of a foreign corporation transacting intrastate
business.
   (3) A limited partner of a foreign limited partnership transacting
intrastate business.
   (4) A limited partner of a domestic limited partnership.
   (5) A member or manager of a foreign limited liability company
transacting intrastate business.
   (6) A member or manager of a domestic limited liability company.
   (n) Without excluding other activities that may not be considered
to be transacting intrastate business, a foreign limited liability
partnership shall not be considered to be transacting intrastate
business within the meaning of this subdivision solely by reason of
carrying on in this state any one or more of the following
activities:
   (1) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims or disputes.
   (2) Holding meetings of its partners or carrying on any other
activities concerning its internal affairs.
   (3) Maintaining bank accounts.
   (4) Maintaining offices or agencies for the transfer, exchange,
and registration of the foreign limited liability partnership's
securities or maintaining trustees or depositories with respect to
those securities.
   (5) Effecting sales through independent contractors.
   (6) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where those orders require
acceptance without this state before becoming binding contracts.
   (7) Creating or acquiring evidences of debt or mortgages, liens,
or security interest in real or personal property.
   (8) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.
   (9) Conducting an isolated transaction that is completed within
180 days and not in the course of a number of repeated transactions
of a like nature.
   (o) A person shall not be deemed to be transacting intrastate
business in this state merely because of its status as a partner of a
registered limited liability partnership or a foreign limited
liability company whether or not registered to transact intrastate
business in this state.
   (p) The Attorney General may bring an action to restrain a foreign
limited liability partnership from transacting intrastate business
in this state in violation of this chapter.
   (q) Nothing in this section is intended to, or shall, augment,
diminish, or otherwise alter existing provisions of law, statutes, or
court rules relating to services by a California architect,
California public accountant, or California attorney in another
jurisdiction, or services by an out-of-state architect, out-of-state
public accountant, or out-of-state attorney in California.
   (r) This section shall become operative on January 1, 2016.
  SEC. 45.  Section 17051 of the Corporations Code is amended to
read:
   17051.  (a) The articles of organization shall set forth:
   (1) The name of the limited liability company.
   (2) The following statement:

   "The purpose of the limited liability company is to engage in any
lawful act or activity for which a limited liability company may be
organized under the Beverly-Killea Limited Liability Company Act."

   (3) RESERVED]
   (4) The name and street address of the initial agent for service
of process on the limited liability company who meets the
qualifications specified in paragraph (1) of subdivision (d) of
Section 17061, unless a corporate agent is designated, in which case
only the name of the agent shall be set forth.
   (5) The initial street address of the limited liability company.
   (6) The initial mailing address of the limited liability company,
if different from the initial street address.
   (7) If the limited liability company is to be managed by one or
more managers and not by all its members, the statement referred to
in subdivision (b) of Section 17151. If the limited liability company
is to be managed by only one manager, the articles of organization
shall contain a statement to that effect.
   (b) It is not necessary to set out in the articles of organization
any of the powers of a limited liability company enumerated in this
title.
   (c) The articles of organization may contain any other provision
not inconsistent with law, including, but not limited to:
   (1) A provision limiting or restricting the business in which the
limited liability company may engage or the powers that the limited
liability company may exercise or both.
   (2) Provisions governing the admission of members to the limited
liability company.
   (3) The time at which the limited liability company is to
dissolve.
   (4) Any events that will cause a dissolution of the limited
liability company.
   (5) A statement of whether there are limitations on the authority
of managers or members to bind the limited liability company, and, if
so, what the limitations are.
   (6) The names of the managers of the limited liability company.
   (d) No limitation upon the business, purposes, or powers of the
limited liability company contained in or implied by the articles of
organization or the operating agreement may be asserted by any
person, except in one of the following types of proceedings:
   (1) In a proceeding by a member or the state to enjoin the doing
of unauthorized business by the limited liability company or its
managers or officers, if third parties have not acquired rights
thereby.
   (2) In a proceeding to dissolve the limited liability company.
   (3) In a derivative proceeding by the limited liability company or
by a member suing on the company's behalf against the officers or
managers of the limited liability company for violation of their
authority. However, the limitation may not be asserted if the person
asserting the limitation had actual knowledge of the limitation at
the time of the act or event complained of.
   (e) The Secretary of State may cancel the filing of articles of
organization if a check or other remittance accepted in payment of
the filing fee is not paid upon presentation. Upon receiving written
notification that the item presented for payment has not been honored
for payment, the Secretary of State shall give a first written
notice of the applicability of this section to the agent for service
of process or to the person submitting the instrument. Thereafter, if
the amount has not been paid by cashier's check or equivalent, the
Secretary of State shall give a second written notice of cancellation
and the cancellation shall be effective at that time. The second
notice shall be given 20 days or more after the first notice and 90
days or less after the original filing.
  SEC. 46.  Section 17054 of the Corporations Code is amended to
read:
   17054.  (a) Subject to subdivision (b) of Section 17103, the
articles of organization may be amended at any time and in any manner
as the members may determine, as long as the articles of
organization as amended contain only those provisions as it would be
lawful to insert in original articles of organization filed at the
time of the filing of the amendment. The articles of organization may
be amended regardless of whether any provision contained in the
amendment was permissible at the time of the original organization of
the limited liability company.
   (b) The articles of organization shall be amended by filing a
certificate of amendment thereto duly executed by at least one
manager, unless a greater number is provided in the articles of
organization. The certificate of amendment shall be filed with, and
on a form prescribed by, the Secretary of State, and shall set forth
all of the following:
   (1) The name and the Secretary of State's file number of the
limited liability company.
   (2) The text of the amendment to the articles of organization.
   (c) A limited liability company shall not amend its articles of
organization to alter any statement that may appear in the original
articles of organization of the street address and mailing address of
the limited liability company, or name and address of the initial
agent for service of process, except to correct an error in the
statement or to delete the information after filing a statement
pursuant to Section 17060. A certificate of amendment to the articles
of organization shall be filed to effect any of the following:
   (1) A change in the name of the limited liability company.
   (2) Any change in the statement referred to in subdivision (b) of
Section 17151.
   (3) Any change in the time as stated in the articles of
organization for the dissolution of the limited liability company.
   (4) Any change in the events that will cause a dissolution of the
limited liability company.
   (d) The managers shall cause to be filed a certificate of
amendment to the articles of organization within 30 days of the
discovery by any of the managers of any false or erroneous material
statement contained in the articles of organization or any amendment
thereto.
   (e) Any manager who executes a certificate of amendment shall be
liable for any statement materially inconsistent with the operating
agreement or any material misstatement of fact contained in the
certificate of amendment if the manager knew or should have known
that the statement was false when made or that the statement became
false and an amendment required by subdivision (d) was not filed, and
the person suffering the loss relied on the statement or
misstatement.
   (f) Articles of organization may be restated at any time. Restated
articles of organization shall be filed with, and on a form
prescribed by, the Secretary of State, shall be specifically
designated as restated in the heading, shall set forth the limited
liability company's name and the Secretary of State's file number,
and may set forth any other matters that may be set forth as
authorized by Section 17051, except that if the limited liability
company has filed the statement required by Section 17060, the
initial street address and initial mailing address of the limited
liability company, and name and address of the initial agent for
service of process shall not be set forth. If the name of the limited
liability company is to be changed by the filing of the restated
articles of organization, the old name shall also be set forth in a
manner to indicate the intent to change the name. The restated
articles of organization shall supersede the initial articles of
organization and all amendments thereto previously filed with the
Secretary of State.
  SEC. 47.  Section 17060 of the Corporations Code is amended to
read:
   17060.  (a) Every limited liability company and every foreign
limited liability company registered to transact intrastate business
in this state shall file within 90 days after the filing of its
original articles of organization and biennially thereafter during
the applicable filing period, on a form prescribed by the Secretary
of State, a statement containing:
   (1) The name of the limited liability company and the Secretary of
State's file number and, in the case of a foreign limited liability
company, the state under the laws of which it is organized.
   (2) The name and street address of the agent for service of
process required to be maintained pursuant to subdivision (b) of
Section 17057. If a corporate agent is designated, only the name of
the agent shall be set forth.
   (3) The street address of its principal executive office. In the
case of a domestic limited liability company, the street address of
the office required to be maintained pursuant to Section 17057, and
in the case of a foreign limited liability company, the street
address of its principal business office in this state, if any.
   (4) The mailing address of the limited liability company or
foreign limited liability company, if different from the street
address of its principal executive office or principal business
address in this state, or in the case of a domestic limited liability
company, the office required to be maintained pursuant to Section
17057.
   (5) The name and complete business or residence addresses of any
manager or managers and the chief executive officer, if any,
appointed or elected in accordance with the articles of organization
or operating agreement or, if no manager has been so elected or
appointed, the name and business or residence address of each member.

   (6) If the limited liability company chooses to receive renewal
notices and any other notifications from the Secretary of State by
electronic mail instead of by United States mail, the limited
liability company shall include a valid electronic mail address for
the limited liability company or for the limited liability company's
designee to receive those notices.
   (7) The general type of business that constitutes the principal
business activity of the limited liability company (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).
   (b) If there has been no change in the information in the last
filed statement of the limited liability company on file in the
Secretary of State's office, the limited liability company may, in
lieu of filing the statement required by subdivision (a), advise the
Secretary of State, on a form prescribed by the Secretary of State,
that no changes in the required information have occurred during the
applicable filing period.
   (c) For the purposes of this section, the applicable filing period
for a limited liability company shall be the calendar month during
which its original articles of organization were filed or, in the
case of a foreign limited liability company, the month during which
its application for registration was filed, and the immediately
preceding five calendar months. The Secretary of State shall provide
a notice to each limited liability company to comply with this
section approximately three months prior to the close of the
applicable filing period. The notice shall state the due date for
compliance and shall be sent to the last address of the limited
liability company according to the records of the Secretary of State
or to the last electronic mail address according to the records of
the Secretary of State if the limited liability company has elected
to receive notices from the Secretary of State by electronic mail.
The failure of the limited liability company to receive the form
shall not exempt the limited liability company from complying with
this section.
   (d) Whenever any of the information required by subdivision (a)
changes, other than the name and address of the agent for service of
process, or whenever the street address, mailing address, or
electronic mail address of the limited liability company changes, the
limited liability company may file a current statement containing
all the information required by subdivision (a). Whenever changing
its agent for service of process or whenever the address of the agent
changes, or whenever the street address, mailing address, or
electronic mail address of the limited liability company changes, the
limited liability company shall file a current statement containing
all the information required by subdivision (a). Whenever any
statement is filed pursuant to this section, that statement
supersedes any previously filed statement pursuant to this section,
the statement in the original articles of organization, and the
statement in any previously filed restated articles of organization
that have been filed, or in the case of a foreign limited liability
company, in the application for registration.
   (e) The Secretary of State may destroy or otherwise dispose of any
statement filed pursuant to this section after it has been
superseded by the filing of a new statement.
   (f) This section shall not be construed to place any person
dealing with the limited liability company on notice of, or under any
duty to inquire about, the existence or content of a statement filed
pursuant to this section.
  SEC. 48.  Section 17062 of the Corporations Code is amended to
read:
   17062.  An instrument shall be deemed filed, and the date of
filing endorsed thereon, upon receipt by the Secretary of State of
any instrument accompanied by the fee prescribed in Article 3
(commencing with Section 12180) of Chapter 3 of Part 2 of Division 3
of Title 2 of the Government Code. The date of filing shall be the
date the instrument is received by the Secretary of State unless the
instrument provides that it is to be withheld from filing until a
future date not to exceed 90 days from receipt or unless, in the
judgment of the Secretary of State, the filing is intended to be
coordinated with the filing of some other document that cannot be
filed. The Secretary of State shall file a document as of any
requested future date not more than 90 days after its receipt,
including a Saturday, Sunday, or legal holiday, if that document is
received in the Secretary of State's office at least one business day
prior to the requested date of filing. Upon receipt and after filing
of any document under this title, the Secretary of State may
microfilm or reproduce by other techniques any filings or documents
and destroy the original filing or document. The microfilm or other
reproduction of any document under the provision of this section
shall be admissible in any court of law.
  SEC. 49.  Section 17451 of the Corporations Code is amended to
read:
   17451.  (a) Before transacting intrastate business in this state,
a foreign limited liability company shall register with the Secretary
of State. In order to register, a foreign limited liability company
shall submit to the Secretary of State an application for
registration as a foreign limited liability company, signed by a
person with authority to do so under the laws of the state of its
organization, on a form prescribed by the Secretary of State and
setting forth:
   (1) The name of the foreign limited liability company and, if
different, the name under which it proposes to transact business in
this state.
   (2) The state and date of its organization and a statement that
the foreign limited liability company is authorized to exercise its
powers and privileges in that state.
   (3) The name and street address of an agent for service of process
on the foreign limited liability company meeting the qualifications
specified in paragraph (1) of subdivision (d) of Section 17061,
unless a corporate agent is designated, in which case only the name
of the agent shall be set forth.
   (4) A statement that the Secretary of State is appointed the agent
of the foreign limited liability company for service of process if
the agent has resigned and has not been replaced or if the agent
cannot be found or served with the exercise of reasonable diligence.
   (5) The street address of the principal executive office of the
foreign limited liability company and of its principal business
office in this state, if any.
   (6) The mailing address of the foreign limited liability company
if different from the street address of the principal executive
office or principal business office in this state.
   (b) Annexed to the application for registration shall be a
certificate from an authorized public official of the foreign limited
liability company's jurisdiction of organization to the effect that
the foreign limited liability company is in good standing in that
jurisdiction, if the laws of that jurisdiction permit the issuance of
those certificates; or, in the alternative, a statement by the
foreign limited liability company that the laws of its jurisdiction
of organization do not permit the issuance of those certificates.
   (c) The Secretary of State may cancel the application and
certificate of registration of a foreign limited liability company if
a check or other remittance accepted in payment of the filing fee is
not paid upon presentation. Upon receiving written notification that
the item presented for payment has not been honored for payment, the
Secretary of State shall give a first written notice of the
applicability of this section to the agent for service of process or
to the person submitting the instrument. Thereafter, if the amount
has not been paid by cashier's check or equivalent, the Secretary of
State shall give a second written notice of cancellation and the
cancellation shall thereupon be effective. The second notice shall be
given 20 days or more after the first notice and 90 days or less
after the original filing.
   (d) The Secretary of State shall include with instructional
materials, provided in conjunction with registration under
subdivision (a), a notice that filing the registration will obligate
the limited liability company to pay an annual tax to the Franchise
Tax Board pursuant to Section 17941 of the Revenue and Taxation Code.
That notice shall be updated annually to specify the dollar amount
of the tax.
  SEC. 50.  Section 17454 of the Corporations Code is amended to
read:
   17454.  If any statement in the application for registration of a
foreign limited liability company (other than the initial street
address and initial mailing address or the name of the initial agent
for service of process if a statement has been filed pursuant to
Section 17060), was false when made or any statements made have
become erroneous, the foreign limited liability company shall
promptly file in the office of the Secretary of State an amendment to
the application for registration, signed by a person with authority
to do so under the laws of the state of its organization, amending
the statement.
  SEC. 51.  Section 17654 of the Corporations Code is amended to
read:
   17654.  (a) A limited liability company that (1) fails to file a
statement pursuant to Section 17060 for an applicable filing period,
(2) has not filed a statement pursuant to Section 17060 during the
preceding 24 months, and (3) was certified for penalty pursuant to
Section 17653 for the same filing period, shall be subject to
suspension pursuant to this section rather than to penalty pursuant
to Section 17653.
                                              (b) When subdivision
(a) is applicable, the Secretary of State shall notify the limited
liability company that its powers, rights, and privileges will be
suspended after 60 days if it fails to file a statement pursuant to
Section 17060.
   (c) After the expiration of the 60-day period without any
statement filed pursuant to Section 17060, the Secretary of State
shall notify the Franchise Tax Board of the suspension, and provide a
notice of the suspension to the limited liability company and
thereupon, except for the purpose of amending the articles of
organization to set forth a new name, the powers, rights, and
privileges of the limited liability company are suspended.
   (d) A statement pursuant to Section 17060 may be filed
notwithstanding suspension of the powers, rights, and privileges
pursuant to this section or Section 23301 or 23301.5 of the Revenue
and Taxation Code. Upon the filing of a statement pursuant to Section
17060 by a limited liability company that has suffered suspension
pursuant to this section, the Secretary of State shall certify that
fact to the Franchise Tax Board and the limited liability company may
thereupon be relieved from suspension unless the limited liability
company is held in suspension by the Franchise Tax Board by reason of
Section 23301 or 23301.5 of the Revenue and Taxation Code.
  SEC. 52.  Section 18200 of the Corporations Code is amended to
read:
   18200.  (a) An unincorporated association may file with the
Secretary of State, on a form prescribed by the Secretary of State, a
statement containing either of the following:
   (1) A statement designating the location and complete street
address of the unincorporated association's principal office in this
state. Only one place may be designated.
   (2) A statement (A) designating the location and complete street
address of the unincorporated association's principal office in this
state in accordance with paragraph (1) or, if the unincorporated
association does not have an office in this state, designating the
complete street address and mailing address, if different, of the
unincorporated association to which the Secretary of State shall send
any notices required to be sent to the association under Sections
18210 and 18215, and (B) designating as agent of the association for
service of process any natural person residing in this state or any
corporation that has complied with Section 1505 and whose capacity to
act as an agent has not terminated.
   (b) If a natural person is designated as agent for service of
process, the statement shall include the person's complete business
or residence street address. If a corporate agent is designated, no
address for it shall be included.
   (c) Filing is deemed complete on acceptance by the Secretary of
State of the statement and the filing fee.
   (d) At any time, an unincorporated association that has filed a
statement under this section may file a new statement superseding the
last previously filed statement. If the new statement does not
designate an agent for service of process, the filing of the new
statement shall be deemed to revoke the designation of an agent
previously designated. A statement filed under this section expires
five years from December 31 following the date it was filed in the
office of the Secretary of State, unless previously superseded by the
filing of a new statement.
   (e) Delivery by hand of a copy of any process against the
unincorporated association (1) to any natural person designated by it
as agent, or (2) if the association has designated a corporate
agent, to any person named in the last certificate of the corporate
agent filed pursuant to Section 1505 at the office of the corporate
agent shall constitute valid service on the association.
   (f) For filing a statement as provided in this section, the
Secretary of State shall charge and collect the fee provided in
paragraph (1) of subdivision (b) of Section 12191 of the Government
Code for filing a designation of agent.
   (g) Notwithstanding Section 18055, a statement filed by a
partnership under former Section 24003 is subject to this chapter
until the statement is revoked or expires.
  SEC. 53.  Section 14101 of the Financial Code is amended to read:
   14101.  The articles of incorporation of every credit union shall
set forth the following:
   (a) The name of the corporation, which shall include the phrase
"credit union."
   (b) (1) The following statement:
   The purpose of the corporation is to engage in credit union
business and any other lawful activities which are not prohibited to
a credit union by applicable laws or regulations.
   (2) By December 31, 2003, each credit union that immediately prior
to the enactment of this section was authorized to operate as a
credit union shall amend its articles to comply with the provisions
of paragraph (1). Notwithstanding Section 7813.5 of the Corporations
Code, the amendment of the articles of a credit union as required by
paragraph (1) may be adopted by approval of the board alone.
   (c) The name and street address in this state of the corporation's
initial agent for service of process in accordance with subdivision
(b) of Section 8210 of the Corporations Code.
   (d) The names and addresses of five or more persons appointed to
act as initial directors.
   (e) The street address of the corporation.
   (f) The mailing address of the corporation, if different from the
street address.
  SEC. 54.  Section 12178.1 of the Government Code is amended to
read:
   12178.1.  (a) Except for copies of documents on file prepared
pursuant to Section 12182, the fee for preparing a copy of any law,
resolution, record, or other document on file in the office of the
Secretary of State, is one dollar ($1) for the first page, and fifty
cents ($0.50) for each additional page.
   (b) Except for copies of documents on file prepared pursuant to
subdivision (a), the Secretary of State shall provide compilations,
indexes, extracts, or summaries of information, including computer
information, contained in the public records of the Secretary of
State at a charge sufficient to recover costs. Except where a fee or
charge is prescribed by statute, the fee or charge imposed pursuant
to this subdivision shall not exceed ten dollars ($10) per inquiry.
   (c) The Secretary of State may enter into contracts to provide
information and copies and access to information, including direct
access to computer information. The contracts may include reasonable
conditions for access to information. The amounts payable pursuant to
these contracts shall be sufficient to recover costs.
   (d) The Secretary of State may require persons and firms regularly
using the research facilities of the Secretary of State to use those
research facilities only pursuant to a contract under subdivision
(c).
   (e) All fees, reimbursements, and contract amounts pursuant to
this section shall be accounted as Secretary of State expenditure
reimbursements.
   (f) Fees for special handling pursuant to Section 12182 are in
addition to amounts pursuant to this section.
  SEC. 55.  Section 12185 of the Government Code is amended to read:
   12185.  Upon the filing of any document pursuant to any provision
of the Corporations Code for which there is a filing fee of
twenty-five dollars ($25) or more, at the time of filing the
Secretary of State shall provide a copy without charge.
  SEC. 56.  Section 12191 of the Government Code is amended to read:
   12191.  The miscellaneous business entity filing fees are the
following:
   (a) Foreign Associations, as defined in Sections 170 and 171 of
the Corporations Code:
   (1) Filing the statement and designation upon the qualification of
a foreign association pursuant to Section 2105 of the Corporations
Code: One hundred dollars ($100).
   (2) Filing an amended statement and designation by a foreign
association pursuant to Section 2107 of the Corporations Code: Thirty
dollars ($30).
   (3) Filing a certificate showing the surrender of the right of a
foreign association to transact intrastate business pursuant to
Section 2112 of the Corporations Code: No fee.
   (b) Unincorporated Associations:
   (1) Filing a statement in accordance with Section 18200 of the
Corporations Code as to principal place of office or place for
sending notices or designating agent for service: Twenty-five dollars
($25).
   (2) Insignia Registrations: Ten dollars ($10).
   (c) Community Associations and Common Interest Developments:
   (1) Filing a statement by a community association in accordance
with Section 1363.6 of the Civil Code to register the common interest
development that it manages: An amount not to exceed thirty dollars
($30).
   (2) Filing an amended statement by a community association in
accordance with Section 1363.6 of the Civil Code: No fee.