Amended in Assembly April 9, 2013

California Legislature—2013–14 Regular Session

Assembly Bill No. 554

Introduced by Assembly Member Mullin

February 20, 2013

An act to amend begin insert Sections 1502 and 2117 of the Corporations Code, and to amend, repeal, and add end insert Section 12182 of the Government Code, relating to state government.

LEGISLATIVE COUNSEL’S DIGEST

AB 554, as amended, Mullin. State government: Secretary of State: begin delete Business Fees Fund. end delete begin insert fees. end insert

begin insert

(1) Existing law requires every corporation to file a specified statement of information with the Secretary of State and pay a $5 disclosure fee in addition to any other required fees. Existing law requires one-half of the amount of this disclosure fee to be used for specified purposes, including the development and maintenance of an online database, and the other one-half to be deposited in the Victims of Corporate Fraud Compensation Fund.

end insert begin insert

This bill would instead require the first half of the disclosure fee to be deposited in the Business Programs Modernization Fund, which would be established by this bill. Moneys deposited in the fund would be made available, upon appropriation, to the Secretary of State of the purposes specified in existing law.

end insert begin delete

Existing

end delete

begin insert (2) end insert begin insert   end insert begin insert Existing end insert law states that it is the intent of the Legislature that moneys deposited into the Secretary of State’s Business Fees Fund be used to support the programs from which the fees are collected and provides that they shall be expended to the extent that appropriations are made in the annual Budget Act.

Existing law authorizes the Secretary of State to charge and collect fees for preclearance of documents and expedited filings if the special handling does not cause disruption or delay in the process of the normal handling of documents, and if the implementation of the special handling is supported by an appropriation in the annual Budget Act. Existing law also specifies that copying and special handling fees shall be accounted as Secretary of State expenditure reimbursements.

This bill would instead provide that begin insert , operative July 1, 2014, end insert copying and special handling fees be paid into the Secretary of State’s Business Fees Fund and would delete the requirement that the implementation of special handling be supported by an appropriation in the annual Budget Act.

Vote: majority. Appropriation: no. Fiscal committee: yes. State-mandated local program: no.

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

begin insert

begin insert SECTION 1. end insert   

end insert

begin insert Section 1502 of the end insert begin insert Corporations Code end insert begin insert is amended
to read: end insert

1502.  

(a) Every corporation shall file, within 90 days after the
filing of its original articles and annually thereafter during the
applicable filing period, on a form prescribed by the Secretary of
State, a statement containing all of the following:

(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 incumbent directors.

(3) The number of vacancies on the board, if any.

(4) The names and complete business or residence addresses of
its chief executive officer, secretary, and chief financial officer.

(5) The street address of its principal executive office.

(6) The mailing address of the corporation, if different from the
street address of its principal executive office.

(7) If the address of its principal executive office is not in this
state, the street address of its principal business office in this state,
if any.

(8) 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.

(9) A statement of the general type of business that constitutes
the principal business activity of the corporation (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).

(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 a 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 that person’s complete business or
residence street address. If a corporate agent is designated, no
address for it shall be set forth.

(c) If there has been no change in the information in the last
filed statement of the corporation on file in the Secretary of State’s
office, the corporation may, in lieu of filing the statement required
by subdivisions (a) and (b), 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.

(d) 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. The
failure of the corporation to receive the notice is not an excuse for
failure to comply with this section.

(e) 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.

(f) 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.

(g) 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.

(h) The statement required by subdivision (a) shall be available
and open to the public for inspection. The Secretary of State shall
provide access to all information contained in this statement by
means of an online database.

(i) In addition to any other fees required, a corporation shall
pay a five-dollar ($5) disclosure fee when filing the statement
required by subdivision (a). One-half of the fee shall begin insert ,
notwithstanding Section 12176 of the Government Code, end insert be begin delete utilized
to further the provisions of this section, including the development
and maintenance of the online database required by subdivision
(h) end delete begin insert deposited into the Business Programs Modernization Fund
established in subdivision (k) end insert , and one-half shall be deposited into
the Victims of Corporate Fraud Compensation Fund established
in Section 2280.

(j) A corporation shall certify that the information it provides
pursuant to subdivisions (a) and (b) is true and correct. No claim
may be made against the state for inaccurate information contained
in the statements.

begin insert

(k) There is hereby established the Business Programs
Modernization Fund in the State Treasury. Moneys deposited into
the fund shall, upon appropriation by the Legislature, be available
to the Secretary of State to further the purposes of this section,
including the development and maintenance of the online database
required by subdivision (h), and by subdivision (c) of Section 2117.

end insert

begin insert

begin insert SEC. 2. end insert   

end insert

begin insert Section 2117 of the end insert begin insert Corporations Code end insert begin insert is amended to
read: end insert

2117.  

(a) Every foreign corporation (other than a foreign
association) qualified to transact intrastate business shall file,
within 90 days after the filing of its original statement and
designation of foreign corporation and annually thereafter during
the applicable filing period, on a form prescribed by the Secretary
of State, a statement containing the following:

(1) The name of the corporation as registered in California and
the California Secretary of State’s file number.

(2) The names and complete business or residence addresses of
its chief executive officer, secretary, and chief financial officer.

(3) The street address of its principal executive office.

(4) The mailing address of the corporation, if different from the
street address of its principal executive office.

(5) The street address of its principal business office in this
state, if any.

(6) 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.

(7) A statement of the general type of business that constitutes
the principal business activity of the corporation (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).

(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 a corporation
that has complied with Section 1505 and whose capacity to act as
the 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) The statement required by subdivision (a) shall be available
and open to the public for inspection. The Secretary of State shall
provide access to all information contained in the statement by
means of an online database.

(d) In addition to any other fees required, a foreign corporation
shall pay a five-dollar ($5) disclosure fee upon filing the statement
required by subdivision (a). One-half of the fee shall begin insert ,
notwithstanding Section 12176 of the Government Code, end insert be begin delete utilized
to further the provisions of this section, including the development
and maintenance of the online database required by subdivision
(d) end delete begin insert deposited into the Business Programs Modernization Fund
established in subdivision (k) of Section 1502 end insert , and one-half shall
be deposited into the Victims of Corporate Fraud Compensation
Fund established in Section 2280.

(e) 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 shall 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
filing pursuant to Section 2105.

(f) Subdivisions (c), (d), (f), and (g) of Section 1502 apply to
statements filed pursuant to this section, except that “articles” shall
mean the filing pursuant to Section 2105, and “corporation” shall
mean a foreign corporation.

begin insert

begin insert SEC. 3. end insert   

end insert

begin insert Section 12182 of the end insert begin insert Government Code end insert begin insert is amended to
read: end insert

12182.  

(a) The Secretary of State shall charge and collect fees
as provided in this article and may also by regulation establish fees
to be charged and collected for copying and special handling in
connection with filing documents, issuing of certificates, and other
services performed by the office.

(b) Except as provided in subdivision (c), the fees shall
approximate the estimated cost of copying and special handling.

(c) Fees charged for preclearance of documents and expedited
filings may be in different amounts, which shall not exceed one
thousand dollars ($1,000). Those fees may be charged only if the
special handling does not cause disruption or delay in the process
of normal handling of documents, and if the implementation of
the special handling is supported by an appropriation in the Budget
Act.

(d) Copying and special handling fees shall be accounted as
Secretary of State expenditure reimbursements.

(e) The preclearance or expedited filing of documents by the
Secretary of State or his or her employees pursuant to this section
shall be considered discretionary pursuant to Section 820.2.

begin insert

(f) This section shall become inoperative on June 30, 2014 and,
as of January 1, 2015, is repealed.

end insert

begin insert

begin insert SEC. 4. end insert   

end insert

begin insert Section 12182 is added to the end insert begin insert Government Code end insert begin insert , to
read: end insert

begin insert

begin insert 12182. end insert   

(a) The Secretary of State shall charge and collect fees
as provided in this article and may also by regulation establish
fees to be charged and collected for copying and special handling
in connection with filing documents, issuing of certificates, and
other services performed by the office.

(b) Except as provided in subdivision (c), the fees shall
approximate the estimated cost of copying and special handling.

(c) Fees charged for preclearance of documents and expedited
filings may be in different amounts, that shall not exceed one
thousand dollars ($1,000). Those fees may be charged only if the
special handling does not cause disruption or delay in the process
of normal handling of documents.

(d) Copying and special handling fees shall be paid into the
Secretary of State’s Business Fees Fund.

(e) The preclearance or expedited filing of documents by the
Secretary of State or his or her employees pursuant to this section
shall be considered discretionary pursuant to Section 820.2.

(f) This section shall become operative commencing July 1,
2014.

end insert

begin delete

SECTION 1.  

Section 12182 of the Government Code is
amended to read:

12182.  

(a) The Secretary of State shall charge and collect fees
as provided in this article and may also by regulation establish fees
to be charged and collected for copying and special handling in
connection with filing documents, issuing of certificates, and other
services performed by the office.

(b) Except as provided in subdivision (c), the fees shall
approximate the estimated cost of copying and special handling.

(c) Fees charged for preclearance of documents and expedited
filings may be in different amounts, that shall not exceed one
thousand dollars ($1,000). Those fees may be charged only if the
special handling does not cause disruption or delay in the process
of normal handling of documents.

(d) Copying and special handling fees shall be paid into the
Secretary of State’s Business Fees Fund.

(e) The preclearance or expedited filing of documents by the
Secretary of State or his or her employees pursuant to this section
shall be considered discretionary pursuant to Section 820.2.

end delete