AB 2180, as introduced, Brown. Business filings: statement of information.
Existing law requires a corporation, a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, a nonprofit religious corporation, a consumer cooperative corporation, other specified corporations, a limited liability company, and a credit union, to file a return with the Franchise Tax Board within a specified period following the close of its taxable year, except as otherwise specifically provided, and to file annually or biennially, as provided, a statement with the Secretary of State containing specified information during the calendar month during which the organization’s original articles were filed or during the immediately preceding 5 calendar months. Existing law requires the Secretary of State to provide notice to each organization to comply with this provision approximately 3 months prior to the close of the applicable filing period.
This bill would instead require those corporations, limited liability companies, and credit unions to file the statement with the Secretary of State during the calendar month of, or within the 5 months preceding, the organization’s due date for filing its return, excluding extensions, with the Franchise Tax Board or if no return is required, by May 15, as provided.
Vote: majority. Appropriation: no. Fiscal committee: yes. State-mandated local program: no.
The people of the State of California do enact as follows:
Section 1502 of the Corporations Code is
2amended to read:
(a) Every corporation shall file, within 90 days after the
4filing of its original articles and annually thereafter during the
5applicable filing period, on a form prescribed by the Secretary of
6State, a statement containing all of the following:
7(1) The name of the corporation and the Secretary of State’s
8file number.
9(2) The names and complete business or residence addresses of
10its incumbent directors.
11(3) The number of vacancies on the board, if any.
12(4) The names and complete business or residence addresses of
13its chief executive officer, secretary, and chief financial
officer.
14(5) The street address of its principal executive office.
15(6) The mailing address of the corporation, if different from the
16street address of its principal executive office.
17(7) If the address of its principal executive office is not in this
18state, the street address of its principal business office in this state,
19if any.
20(8) If the corporation chooses to receive renewal notices and
21any other notifications from the Secretary of State by electronic
22mail instead of by United States mail, the corporation shall include
23a valid electronic mail address for the corporation or for the
24corporation’s designee to receive those notices.
25(9) A statement of the general type of business that
constitutes
26the principal business activity of the corporation (for example,
27manufacturer of aircraft; wholesale liquor distributor; or retail
28department store).
29(b) The statement required by subdivision (a) shall also
30designate, as the agent of the corporation for the purpose of service
31of process, a natural person residing in this state or a corporation
32that has complied with Section 1505 and whose capacity to act as
P3 1an agent has not terminated. If a natural person is designated, the
2statement shall set forth that person’s complete business or
3residence street address. If a corporate agent is designated, no
4address for it shall be set forth.
5(c) If there has been no change in the information in the last
6filed statement of the corporation on file in the Secretary of State’s
7office, the corporation may, in lieu of filing the statement required
8by subdivisions (a) and (b), advise
the Secretary of State, on a
9form prescribed by the Secretary of State, that no changes in the
10required information have occurred during the applicable filing
11period.
12(d) For the purposes of this section, the applicable filing period
13for a corporation shall be the calendar month during whichbegin delete its begin insert the corporation is required to file a
14original articles were filedend delete
15return with the Franchise Tax Board, as required by Article 2
16(commencing with Section 18601) of Chapter 2 of Part 10.2 of
17Division 2 of the Revenue and Taxation Codeend insert and the immediately
18preceding five calendar monthsbegin insert, excluding extensionsend insert. The
19Secretary of State shall provide a notice to each
corporation to
20comply with this section approximately three months prior to the
21close of the applicable filing period. The notice shall state the due
22date for compliance and shall be sent to the last address of the
23corporation according to the records of the Secretary of State or
24to the last electronic mail address according to the records of the
25Secretary of State if the corporation has elected to receive notices
26from the Secretary of State by electronic mail. The failure of the
27corporation to receive the notice is not an excuse for failure to
28comply with this section.
29(e) Whenever any of the information required by subdivision
30(a) is changed, the corporation may file a current statement
31containing all the information required by subdivisions (a) and
32(b). In order to change its agent for service of process or the address
33of the agent, the corporation must file a current statement
34containing all the information required by subdivisions (a) and
35
(b). Whenever any statement is filed pursuant to this section, it
36supersedes any previously filed statement and the statement in the
37articles as to the agent for service of process and the address of
38the agent.
P4 1(f) The Secretary of State may destroy or otherwise dispose of
2any statement filed pursuant to this section after it has been
3superseded by the filing of a new statement.
4(g) This section shall not be construed to place any person
5dealing with the corporation on notice of, or under any duty to
6inquire about, the existence or content of a statement filed pursuant
7to this section.
8(h) The statement required by subdivision (a) shall be available
9and open to the public for inspection. The Secretary of State shall
10provide access to all information contained in this statement by
11means of an online database.
12(i) In addition to any other fees required, a corporation shall
13pay a five-dollar ($5) disclosure fee when filing the statement
14required by subdivision (a). One-half of the fee shall,
15notwithstanding Section 12176 of the Government Code, be
16deposited into the Business Programs Modernization Fund
17established in subdivision (k), and one-half shall be deposited into
18the Victims of Corporate Fraud Compensation Fund established
19in Section 2280.
20(j) A corporation shall certify that the information it provides
21pursuant to subdivisions (a) and (b) is true and correct. No claim
22may be made against the state for inaccurate information contained
23in the statements.
24(k) There is hereby established the Business Programs
25Modernization Fund in the State Treasury. Moneys deposited into
26the fund shall, upon appropriation by the
Legislature, be available
27to the Secretary of State to further the purposes of this section,
28including the development and maintenance of the online database
29required by subdivision (h), and by subdivision (c) of Section 2117.
Section 6210 of the Corporations Code is amended to
31read:
(a) Every corporation shall, within 90 days after the
33filing of its original articles and biennially thereafter during the
34applicable filing period, file, on a form prescribed by the Secretary
35of State, a statement containing: (1) the name of the corporation
36and the Secretary of State’s file number; (2) the names and
37complete business or residence addresses of its chief executive
38officer, secretary, and chief financial officer; (3) the street address
39of its principal office in this state, if any; (4) the mailing address
40of the corporation, if different from the street address of its
P5 1principal executive office or if the corporation has no principal
2office address in this state; and (5) if the corporation chooses to
3receive renewal notices and any other notifications from the
4Secretary of State by electronic mail instead of by
United States
5mail, a valid electronic mail address for the corporation or for the
6corporation’s designee to receive those notices.
7(b) The statement required by subdivision (a) shall also
8designate, as the agent of the corporation for the purpose of service
9of process, a natural person residing in this state or any domestic
10or foreign or foreign business corporation that has complied with
11Section 1505 and whose capacity to act as an agent has not
12terminated. If a natural person is designated, the statement shall
13set forth the person’s complete business or residence street address.
14If a corporate agent is designated, no address for it shall be set
15forth.
16(c) For the purposes of this section, the applicable filing period
17for a corporation shall be the calendar month during whichbegin delete its begin insert
the corporation is required to file a
18original articles were filedend delete
19return with the Franchise Tax Board, as required by Article 3
20(commencing with Section 23771) of Chapter 4 of Part 11 of
21Division 2 of the Revenue and Taxation Codeend insert and the immediately
22preceding five calendar months,begin insert excluding extensions. If the
23corporation is not required to file a return with the Franchise Tax
24Board, then the applicable filing period is May 15 and the
25immediately preceding five calendar monthsend insert. The Secretary of
26State shall provide a notice to each corporation to comply with
27this section approximately three months prior to the close of the
28applicable filing period. The notice shall state the due date for
29compliance and shall be sent to the last address of the corporation
30according to the records of the Secretary of State or to the last
31electronic mail address according to the records of the Secretary
32of State
if the corporation has elected to receive notices from the
33Secretary of State by electronic mail. Neither the failure of the
34Secretary of State to send the notice nor the failure of the
35corporation to receive it is an excuse for failure to comply with
36this section.
37(d) Whenever any of the information required by subdivision
38(a) is changed, the corporation may file a current statement
39containing all the information required by subdivisions (a) and
40(b). In order to change its agent for service of process or the address
P6 1of the agent, the corporation must file a current statement
2containing all the information required by subdivisions (a) and
3(b). Whenever any statement is filed pursuant to this section, it
4supersedes any previously filed statement and the statement in the
5articles as to the agent for service of process and the address of
6the agent.
7(e) The Secretary of State may
destroy or otherwise dispose of
8any statement filed pursuant to this section after it has been
9superseded by the filing of a new statement.
10(f) This section shall not be construed to place any person
11dealing with the corporation on notice of, or under any duty to
12inquire about, the existence or content of a statement filed pursuant
13to this section.
Section 8210 of the Corporations Code is amended to
15read:
(a) Every corporation shall, within 90 days after the
17filing of its original articles and biennially thereafter during the
18applicable filing period, file, on a form prescribed by the Secretary
19of State, a statement containing: (1) the name of the corporation
20and the Secretary of State’s file number; (2) the names and
21complete business or residence addresses of its chief executive
22officer, secretary, and chief financial officer; (3) the street address
23of its principal office in this state, if any; (4) the mailing address
24of the corporation, if different from the street address of its
25principal executive office or if the corporation has no principal
26office address in this state; and (5) if the corporation chooses to
27receive renewal notices and any other notifications from the
28Secretary of State by electronic mail instead of by
United States
29mail, a valid electronic mail address for the corporation or for the
30corporation’s designee to receive those notices.
31(b) The statement required by subdivision (a) shall also
32designate, as the agent of the corporation for the purpose of service
33of process, a natural person residing in this state or any domestic
34or foreign or foreign business corporation that has complied with
35Section 1505 and whose capacity to act as an agent has not
36terminated. If a natural person is designated, the statement shall
37set forth the person’s complete business or residence street address.
38If a corporate agent is designated, no address for it shall be set
39forth.
P7 1(c) For the purposes of this section, the applicable filing period
2for a corporation shall be the calendar month during whichbegin delete its begin insert
the corporation is required to file a
3original articles were filedend delete
4return with the Franchise Tax Board, as required by Article 3
5(commencing with Section 23771) of Chapter 4 of Part 11 of
6Division 2 of the Revenue and Taxation Codeend insert and the immediately
7preceding five calendar monthsbegin insert, excluding extensionsend insert. The
8Secretary of State shall provide a notice to each corporation to
9comply with this section approximately three months prior to the
10close of the applicable filing period. The notice shall state the due
11date for compliance and shall be sent to the last address of the
12corporation according to the records of the Secretary of State or
13to the last electronic mail address according to the records of the
14Secretary of State if the corporation has elected to receive notices
15from the Secretary of State by electronic mail. Neither the failure
16of the Secretary of State to send the notice nor the
failure of the
17corporation to receive it is an excuse for failure to comply with
18this section.
19(d) Whenever any of the information required by subdivision
20(a) is changed, the corporation may file a current statement
21containing all the information required by subdivisions (a) and
22(b). In order to change its agent for service of process or the address
23of the agent, the corporation must file a current statement
24containing all the information required by subdivisions (a) and
25(b). Whenever any statement is filed pursuant to this section, it
26supersedes any previously filed statement and the statement in the
27articles as to the agent for service of process and the address of
28the agent.
29(e) The Secretary of State may destroy or otherwise dispose of
30any statement filed pursuant to this section after it has been
31superseded by the filing of a new statement.
32(f) This section shall not be construed to place any person
33dealing with the corporation on notice of, or under any duty to
34inquire about, the existence or content of a statement filed pursuant
35to this section.
Section 12570 of the Corporations Code is amended
37to read:
(a) Every corporation shall, within 90 days after the
39filing of its original articles and annually thereafter during the
40applicable filing period in each year, file, on a form prescribed by
P8 1the Secretary of State, a statement containing: (1) the name of the
2corporation and the Secretary of State’s file number; (2) the names
3and complete business or residence addresses of its chief executive
4officer or general manager, secretary, and chief financial officer;
5(3) the street address of its principal office in this state, if any; (4)
6the mailing address of the corporation, if different from the street
7address of its principal office in this state; and (5) if the corporation
8chooses to receive renewal notices and any other notifications from
9the Secretary of State by electronic mail instead of by United States
10mail, the corporation
shall include a valid electronic mail address
11for the corporation or for the corporation’s designee to receive
12those notices.
13(b) The statement required by subdivision (a) shall also
14designate, as the agent of the corporation for the purpose of service
15of process, a natural person residing in this state or any domestic
16or foreign corporation that has complied with Section 1505 and
17whose capacity to act as an agent has not terminated. If a natural
18person is designated, the statement shall set forth the person’s
19complete business or residence street address. If a corporate agent
20is designated, no address for it shall be set forth.
21(c) For the purposes of this section, the applicable filing period
22for a corporation shall be the calendar month during whichbegin delete its begin insert
the corporation is required to file a
23original articles were filedend delete
24returnend insertbegin insert with the Franchise Tax Board, as required by Chapter 11
25(commencing with Section 23771) of Part 10.2 of Division 2 of the
26Revenue and Taxation Codeend insert and the immediately preceding five
27calendar monthsbegin insert, excluding extensionsend insert. The Secretary of State shall
28provide a notice to each corporation to comply with this section
29approximately three months prior to the close of the applicable
30filing period. The notice shall state the due date for compliance
31and shall be sent to the last address of the corporation according
32to the records of the Secretary of State or to the last electronic mail
33address according to the records of the Secretary of State if the
34corporation has elected to receive notices from the Secretary of
35State
by electronic mail. Neither the failure of the Secretary of
36State to send the notice nor the failure of the corporation to receive
37it is an excuse for failure to comply with this section.
38(d) Whenever any of the information required by subdivision
39(a) is changed, the corporation may file a current statement
40containing all the information required by subdivisions (a) and
P9 1(b). In order to change its agent for service of process or the address
2of the agent, the corporation must file a current statement
3containing all the information required by subdivisions (a) and
4(b). Whenever any statement is filed pursuant to this section, it
5supersedes any previously filed statement and the statement in the
6articles as to the agent for service of process and the address of
7the agent.
8(e) The Secretary of State may destroy or otherwise dispose of
9any statement filed pursuant to this section after
it has been
10superseded by the filing of a new statement.
11(f) This section shall not be construed to place any person
12dealing with the corporation on notice of, or under any duty to
13inquire about, the existence or content of a statement filed pursuant
14to this section.
Section 17702.09 of the Corporations Code is amended
16to read:
(a) Every limited liability company and every
18foreign limited liability company registered to transact intrastate
19business in this state shall deliver to the Secretary of State for filing
20within 90 days after the filing of its original articles of organization
21or registering to transact intrastate business and biennially
22thereafter during the applicable filing period, on a form prescribed
23by the Secretary of State, a statement of information containing:
24(1) The name of the limited liability company and the Secretary
25of State’s file number and, in the case of a foreign limited liability
26company, the name under which the foreign limited liability
27company is authorized to transact intrastate business in this state
28and the state or other jurisdiction under the laws
of which it is
29organized.
30(2) The name and street address of the agent in this state for
31service of process required to be maintained pursuant to Section
3217701.13. If a corporate agent is designated, only the name of the
33agent shall be set forth.
34(3) The street address of its principal office. In the case of a
35foreign limited liability company, the street address of its principal
36business office in this state, if any, and, in the case of a domestic
37limited liability company, the street address of the office required
38to be maintained pursuant to Section 17701.13.
39(4) The mailing address of the limited liability company or
40foreign limited liability company, if different from the street
P10 1address of its principal office, or principal business office in this
2state, or, in the case of a domestic limited liability company,
the
3street address of the office required to be maintained pursuant to
4Section 17701.13.
5(5) The name and complete business or residence addresses of
6any manager or managers and the chief executive officer, if any,
7appointed or elected in accordance with the articles of organization
8or operating agreement or, if no manager has been so elected or
9appointed, the name and business or residence address of each
10member.
11(6) If the limited liability company or foreign limited liability
12company chooses to receive renewal notices and any other
13notifications from the Secretary of State by electronic mail instead
14of by United States mail, the limited liability company or foreign
15limited liability company shall include a valid electronic mail
16address for the limited liability company or foreign limited liability
17company, or for the limited liability company’s or foreign limited
18liability
company’s designee to receive those notices.
19(7) The general type of business that constitutes the principal
20business activity or the limited liability company or foreign limited
21liability company, such as, for example, manufacture of aircraft,
22wholesale liquor distributor, or retail department store.
23(b) If there has been no change in the information contained in
24the last filed statement of information of the limited liability
25company or foreign limited liability company on file in the office
26of Secretary of State, the limited liability company or foreign
27limited liability company may, in lieu of filing the statement of
28information required by subdivision (a), advise the Secretary of
29State, on a form prescribed by the Secretary of State, that no
30changes in the required information have occurred during the
31applicable filing period.
32(c) For purposes of this section, the applicable filing period for
33a limited liability companybegin insert or a foreign limited liability companyend insert
34 shall be the calendar month during whichbegin delete its original articles of begin insert the limited liability company or foreign limited liability
35organization was filed or, in the case of a foreign limited liability
36company, the month during which its application for registration
37was filed,end delete
38companyend insertbegin insert is required to file a return with the Franchise Tax Board,
39as required by Chapter 2 (commencing with Section 18501) of
40Part 10.2 of Division 2 of the Revenue and
Taxation Codeend insert and the
P11 1immediately preceding five calendar monthsbegin insert, excluding extensionsend insert.
2The Secretary of State shall provide a notice to each limited
3liability company or foreign limited liability company to comply
4with this section approximately three months prior to the close of
5the applicable filing period. The notice shall state the due date for
6compliance and shall be sent to the last mailing address of the
7limited liability company or foreign limited liability company
8according to the records of the Secretary of State, or if none, to
9the street address of the principal office, or, in the case of a
10domestic limited liability company, the office required to be
11maintained pursuant to Section 17701.13, or to the last electronic
12mail address according to the records of the Secretary of State if
13the limited liability company or foreign limited liability company
14has elected to
receive notices from the Secretary of State by
15electronic mail. The failure of the limited liability company or
16foreign limited liability company to receive the notice shall not
17exempt the limited liability company or foreign limited liability
18company from complying with this section.
19(d) Whenever any of the information required by subdivision
20(a) changes, other than the name and address of the agent for
21service of process, the limited liability company or foreign limited
22liability company may file a current statement containing all the
23information required by subdivision (a). When changing its agent
24for service of process or when the address of the agent changes,
25the limited liability company or foreign limited liability company
26shall file a current statement containing all the information required
27by subdivision (a). Whenever any statement is filed pursuant to
28this section, that statement supersedes any previously filed
29statement pursuant to
this section, the statement in the original
30articles of organization, and the statement in any previously filed
31amended or restated articles of organization that have been filed,
32or in the case of a foreign limited liability company, in the
33application for registration.
34(e) If a statement of information delivered to the Secretary of
35State for filing under this section does not contain the information
36required by subdivision (a), the Secretary of State shall promptly
37return the statement of information to the reporting limited liability
38company or foreign limited liability company for correction.
P12 1(f) The Secretary of State may destroy or otherwise dispose of
2any statement filed pursuant to this section after it has been
3superseded by the filing of a new statement.
Section 14101.6 of the Financial Code is amended to
5read:
(a) Every credit union shall, within 90 days after the
7filing of its original articles and annually thereafter during the
8applicable filing period in each year, file, in a form prescribed by
9the Secretary of State, a statement containing: (1) the name of the
10credit union and the Secretary of State’s file number; (2) the names
11and complete business or residence addresses of its chief executive
12officers, secretary, and chief financial officer; (3) the street address
13of its principal office, if any; (4) if the credit union chooses to
14receive renewal notices and any other notifications from the
15Secretary of State by electronic mail instead of by United States
16mail, a valid electronic mail address for the credit union or for the
17credit union’s designee to receive those notices; and (5) the mailing
18address of the credit union, if
different from the street address of
19its principal office.
20(b) The statement required by subdivision (a) shall also
21designate, as the agent of the credit union for the purpose of service
22of process, a natural person residing in this state or any domestic
23or foreign business corporation that has complied with Section
241505 of the Corporations Code and whose capacity to act as an
25agent has not terminated. If a natural person is designated, the
26statement shall set forth that person’s complete business or
27residence street address. If a corporate agent is designated, no
28address for it shall be set forth.
29(c) For the purposes of this section, the applicable filing period
30for a credit union shall be the calendar month during whichbegin delete its begin insert
the credit unionend insertbegin insert is required to file a
31original articles were filedend delete
32return with the Franchise Tax Board, as required by Chapter 11
33(commencing with Section 23771) of Part 10.2 of Division 2 of the
34Revenue and Taxation Codeend insert and the immediately preceding five
35calendar monthsbegin insert, excluding extensionsend insert. The Secretary of State shall
36provide a notice to each credit union to comply with this section
37approximately three months prior to the close of the applicable
38filing period. The notice shall state the due date for compliance
39and shall be sent to the last address of the credit union according
40to the records of the Secretary of State if the credit union has
P13 1elected to receive notices from the Secretary of State by electronic
2mail. Neither the failure of the Secretary of State to provide the
3notice
nor the failure of the credit union to receive it is an excuse
4for failure to comply with this section.
5(d) Whenever any of the information required by subdivision
6(a) is changed, the credit union may file a current statement
7containing all the information required thereby. In order to change
8its agent for service of process or the address of the agent, the
9corporation must file a current statement containing all the
10information required by subdivisions (a) and (b). Whenever any
11statement is filed pursuant to this section, it supersedes any
12previously filed statement and the statement in the articles as to
13the agent for service of process and the address of the agent.
14(e) An agent designated for service of process pursuant to
15subdivision (b) may file a signed and acknowledged written
16statement of resignation as such agent. Thereupon the authority
17of the agent to act in such
capacity shall cease and the Secretary
18of State forthwith shall notify the credit union of the filing of the
19statement of resignation.
20(f) If a natural person who has been designated agent for service
21of process pursuant to subdivision (b) dies or resigns or no longer
22resides in the state, or if the corporate agent for such purpose
23resigns, dissolves, withdraws from the state, forfeits its right to
24transact intrastate business, has its corporate rights, powers, and
25privileges suspended or ceases to exist, the credit union shall
26forthwith file a new statement designating a new agent conforming
27to the requirements of subdivision (a).
28(g) Under regulations adopted by the Secretary of State, the
29resignation of an agency may be effective if the agent disclaims
30having been properly appointed as the agent.
31(h) The Secretary
of State may destroy or otherwise dispose of
32any statement filed pursuant to this section after it has been
33superseded by the filing of a new statement.
34(i) This section shall not be construed to place any person
35dealing with the credit union on notice of or in any duty to inquire
36about the existence or content of the statement filed pursuant to
37this section.
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