Amended in Assembly March 19, 2013

California Legislature—2013–14 Regular Session

Assembly Bill No. 367

Introduced by Assembly Member Brown

February 14, 2013

An act to amend Section 17060 of the Corporations Code, relating to limited liability companies.

LEGISLATIVE COUNSEL’S DIGEST

AB 367, as amended, Brown. Limited liability companies: filings.

Existing law provides for the formation and governance of various business entities, including, but not limited to, limited liability companies. Existing law requires a limited liability company to begin insert biennially end insert file begin insert , during the company’s applicable filing period, a end insert specified begin delete documents end delete begin insert form end insert disclosing information regarding the company with the Secretary of State. Existing law specifies the information to be provided by the limited liability company in the filings, including, but not limited to, the name of the limited liability company and the Secretary of State’s file number.

This bill would begin delete make a technical, nonsubstantive change to this provision. end delete begin insert instead require a limited liability company to annually file the specified informational form and would revise the applicable filing period for limited liability companies. end insert

Vote: majority. Appropriation: no. Fiscal committee:  begin delete no end delete begin insert yes end insert . State-mandated local program: no.

The people of the State of California do enact as follows:

SECTION 1.  

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 begin delete biennially end delete begin insert annually end insert 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; retail department store; or wholesale
liquor distributor).

(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 begin delete 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. end delete begin insert coincide with the limited liability
company’s due date for their filing requirement, including
extensions, with the Franchise Tax Board and shall file and be
part of the company’s tax return, as required by Chapter 2
(commencing with Section 18501) of Part 10.2 of Division 2 of the
Revenue and Taxation Code. end insert 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.