AB 2180, as amended, 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
P3 1that has complied with Section 1505 and whose capacity to act as
2an agent has not terminated. If a natural person is designated, the
3statement shall set forth that person’s complete business or
4residence street address. If a corporate agent is designated, no
5address for it shall be set forth.
6(c) If there has been no change in the information in the last
7filed statement of the corporation on file in the Secretary of State’s
8office, the corporation may, in lieu of filing the statement required
9by subdivisions (a) and (b), advise the Secretary of State, on a
10form prescribed by the Secretary of State, that no changes in the
11required information have occurred during the applicable filing
12period.
13(d) For the purposes of this section, the applicable filing period
14for a corporation shall be the calendar month during which the
15corporation is required to file a return with the Franchise Tax
16Board, as required by Article 2 (commencing with Section 18601)
17of Chapter 2 of Part 10.2 of Division 2 of the Revenue and Taxation
18Code and the immediately preceding five calendar months,
19excluding extensions. The Secretary of State
shall provide a notice
20to each corporation to comply with this section approximately
21three months prior to the close of the applicable filing period. The
22notice shall state the due date for compliance and shall be sent to
23the last address of the corporation according to the records of the
24Secretary of State or to the last electronic mail address according
25to the records of the Secretary of State if the corporation has elected
26to receive notices from the Secretary of State by electronic mail.
27The failure of the corporation to receive the notice is not an excuse
28for failure to comply 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 which
the
18corporation is required to file a return with the Franchise Tax
19Board, as required by Article 3 (commencing with Section 23771)
20of Chapter 4 of Part 11 of Division 2 of the Revenue and Taxation
21Code and the immediately preceding five calendar months,
22excluding extensions. If the corporation is not required to file a
23return with the Franchise Tax Board, then the applicable filing
24period is May 15 and the immediately preceding five calendar
25months. The Secretary of State shall provide a notice to each
26corporation to comply with this section approximately three months
27prior to the close of the applicable filing period. The notice shall
28state the due date for compliance and shall be sent to the last
29address of the corporation according to the records of the Secretary
30of State or to the last electronic mail address according to the
31records of the Secretary of State if the
corporation has elected to
32receive notices from the Secretary of State by electronic mail.
33Neither the failure of the Secretary of State to send the notice nor
34the failure of the corporation to receive it is an excuse for failure
35to comply with this section.
36(d) Whenever any of the information required by subdivision
37(a) is changed, the corporation may file a current statement
38containing all the information required by subdivisions (a) and
39(b). In order to change its agent for service of process or the address
40of the agent, the corporation must file a current statement
P6 1containing all the information required by subdivisions (a) and
2(b). Whenever any statement is filed pursuant to this section, it
3supersedes any previously filed statement and the statement in the
4articles as to the agent for service of process and the address of
5the
agent.
6(e) The Secretary of State may destroy or otherwise dispose of
7any statement filed pursuant to this section after it has been
8superseded by the filing of a new statement.
9(f) This section shall not be construed to place any person
10dealing with the corporation on notice of, or under any duty to
11inquire about, the existence or content of a statement filed pursuant
12to this section.
Section 8210 of the Corporations Code is amended to
14read:
(a) Every corporation shall, within 90 days after the
16filing of its original articles and biennially thereafter during the
17applicable filing period, file, on a form prescribed by the Secretary
18of State, a statement containing: (1) the name of the corporation
19and the Secretary of State’s file number; (2) the names and
20complete business or residence addresses of its chief executive
21officer, secretary, and chief financial officer; (3) the street address
22of its principal office in this state, if any; (4) the mailing address
23of the corporation, if different from the street address of its
24principal executive office or if the corporation has no principal
25office address in this state; and (5) if the corporation chooses to
26receive renewal notices and any
other notifications from the
27Secretary of State by electronic mail instead of by United States
28mail, a valid electronic mail address for the corporation or for the
29corporation’s designee to receive those notices.
30(b) The statement required by subdivision (a) shall also
31designate, as the agent of the corporation for the purpose of service
32of process, a natural person residing in this state or any domestic
33or foreign or foreign business corporation that has complied with
34Section 1505 and whose capacity to act as an agent has not
35terminated. If a natural person is designated, the statement shall
36set forth the person’s complete business or residence street address.
37If a corporate agent is designated, no address for it shall be set
38forth.
39(c) For the purposes of this section,
the applicable filing period
40for a corporation shall be the calendar month during which
the
P7 1corporation is required to file a return with the Franchise Tax
2Board, as required by Article 3 (commencing with Section 23771)
3of Chapter 4 of Part 11 of Division 2 of the Revenue and Taxation
4Code and the immediately preceding five calendar months,
5excluding extensions. The Secretary of State shall provide a notice
6to each corporation to comply with this section approximately
7three months prior to the close of the applicable filing period. The
8notice shall state the due date for compliance and shall be sent to
9the last address of the corporation according to the records of the
10Secretary of State or to the last electronic mail address according
11to the records of the Secretary of State if the corporation has elected
12to receive notices from the Secretary of State by electronic mail.
13Neither the failure of the Secretary of State to send the notice nor
14the failure of the corporation to
receive it is an excuse for failure
15to comply with this section.
16(d) Whenever any of the information required by subdivision
17(a) is changed, the corporation may file a current statement
18containing all the information required by subdivisions (a) and
19(b). In order to change its agent for service of process or the address
20of the agent, the corporation must file a current statement
21containing all the information required by subdivisions (a) and
22(b). Whenever any statement is filed pursuant to this section, it
23supersedes any previously filed statement and the statement in the
24articles as to the agent for service of process and the address of
25the agent.
26(e) The Secretary of State may destroy or otherwise dispose of
27any statement filed pursuant to this section after it has been
28superseded
by the filing of a new statement.
29(f) This section shall not be construed to place any person
30dealing with the corporation on notice of, or under any duty to
31inquire about, the existence or content of a statement filed pursuant
32to this section.
Section 12570 of the Corporations Code is amended
34to read:
(a) Every corporation shall, within 90 days after the
36filing of its original articles and annually thereafter during the
37applicable filing period in each year, file, on a form prescribed by
38the Secretary of State, a statement containing: (1) the name of the
39corporation and the Secretary of State’s file number; (2) the names
40and complete business or residence addresses of its chief executive
P8 1officer or general manager, secretary, and chief financial officer;
2(3) the street address of its principal office in this state, if any; (4)
3the mailing address of the corporation, if different from the street
4address of its principal office in this state; and (5) if the corporation
5chooses to receive renewal notices and any other notifications from
6the
Secretary of State by electronic mail instead of by United States
7mail, the corporation shall include a valid electronic mail address
8for the corporation or for the corporation’s designee to receive
9those notices.
10(b) The statement required by subdivision (a) shall also
11designate, as the agent of the corporation for the purpose of service
12of process, a natural person residing in this state or any domestic
13or foreign corporation that has complied with Section 1505 and
14whose capacity to act as an agent has not terminated. If a natural
15person is designated, the statement shall set forth the person’s
16complete business or residence street address. If a corporate agent
17is designated, no address for it shall be set forth.
18(c) For the purposes of this section, the applicable filing period
19for
a corporation shall be the calendar month during which
the
20corporation is required to file a return with the Franchise Tax
21Board, as required by Chapter 11 (commencing with Section
2223771) of Partbegin delete 10.2end deletebegin insert 11end insert of Division 2 of the Revenue and Taxation
23Code and the immediately preceding five calendar months,
24excluding extensions. The Secretary of State shall provide a notice
25to each corporation to comply with this section approximately
26three months prior to the close of the applicable filing period. The
27notice shall state the due date for compliance and shall be sent to
28the last address of the corporation according to the records of the
29Secretary of State or to the last electronic mail address according
30to the records of the Secretary of State if the corporation has elected
31to
receive notices from the Secretary of State by electronic mail.
32Neither the failure of the Secretary of State to send the notice nor
33the failure of the corporation to receive it is an excuse for failure
34to comply with this section.
35(d) Whenever any of the information required by subdivision
36(a) is changed, the corporation may file a current statement
37containing all the information required by subdivisions (a) and
38(b). In order to change its agent for service of process or the address
39of the agent, the corporation must file a current statement
40containing all the information required by subdivisions (a) and
P9 1(b). Whenever any statement is filed pursuant to this section, it
2supersedes any previously filed statement and the statement in the
3articles as to the agent for service of process and the address of
4the agent.
5(e) The Secretary of State may destroy or otherwise dispose of
6any statement filed pursuant to this section after it has been
7superseded by the filing of a new statement.
8(f) This section shall not be construed to place any person
9dealing with the corporation on notice of, or under any duty to
10inquire about, the existence or content of a statement filed pursuant
11to this section.
Section 17702.09 of the Corporations Code is amended
13to read:
(a) Every limited liability company and every
15foreign limited liability company registered to transact intrastate
16business in this state shall deliver to the Secretary of State for filing
17within 90 days after the filing of its original articles of organization
18or registering to transact intrastate business and biennially
19thereafter during the applicable filing period, on a form prescribed
20by the Secretary of State, a statement of information containing:
21(1) The name of the limited liability company and the Secretary
22of State’s file number and, in the case of a foreign limited liability
23company, the name under which the foreign limited liability
24company is authorized to transact
intrastate business in this state
25and the state or other jurisdiction under the laws of which it is
26organized.
27(2) The name and street address of the agent in this state for
28service of process required to be maintained pursuant to Section
2917701.13. If a corporate agent is designated, only the name of the
30agent shall be set forth.
31(3) The street address of its principal office. In the case of a
32foreign limited liability company, the street address of its principal
33business office in this state, if any, and, in the case of a domestic
34limited liability company, the street address of the office required
35to be maintained pursuant to Section 17701.13.
36(4) The mailing address of the limited liability company or
37foreign
limited liability company, if different from the street
38address of its principal office, or principal business office in this
39state, or, in the case of a domestic limited liability company, the
P10 1street address of the office required to be maintained pursuant to
2Section 17701.13.
3(5) The name and complete business or residence addresses of
4any manager or managers and the chief executive officer, if any,
5appointed or elected in accordance with the articles of organization
6or operating agreement or, if no manager has been so elected or
7appointed, the name and business or residence address of each
8member.
9(6) If the limited liability company or foreign limited liability
10company chooses to receive renewal notices and any other
11notifications from the Secretary of State by electronic
mail instead
12of by United States mail, the limited liability company or foreign
13limited liability company shall include a valid electronic mail
14address for the limited liability company or foreign limited liability
15company, or for the limited liability company’s or foreign limited
16liability company’s designee to receive those notices.
17(7) The general type of business that constitutes the principal
18business activity or the limited liability company or foreign limited
19liability company, such as, for example, manufacture of aircraft,
20wholesale liquor distributor, or retail department store.
21(b) If there has been no change in the information contained in
22the last filed statement of information of the limited liability
23company or foreign limited liability company on file in the office
24of
Secretary of State, the limited liability company or foreign
25limited liability company may, in lieu of filing the statement of
26information required by subdivision (a), advise the Secretary of
27State, on a form prescribed by the Secretary of State, that no
28changes in the required information have occurred during the
29applicable filing period.
30(c) For purposes of this section, the applicable filing period for
31a limited liability company or a foreign limited liability company
32shall be the calendar month during which the limited liability
33company or foreign limited liability company is required to file a
34return with the Franchise Tax Board, as required by Chapter 2
35(commencing with Section 18501) of Part 10.2 of Division 2 of
36the Revenue and Taxation Code and the immediately preceding
37five calendar months, excluding extensions. The
Secretary of State
38shall provide a notice to each limited liability company or foreign
39limited liability company to comply with this section approximately
40three months prior to the close of the applicable filing period. The
P11 1notice shall state the due date for compliance and shall be sent to
2the last mailing address of the limited liability company or foreign
3limited liability company according to the records of the Secretary
4of State, or if none, to the street address of the principal office, or,
5in the case of a domestic limited liability company, the office
6required to be maintained pursuant to Section 17701.13, or to the
7last electronic mail address according to the records of the
8Secretary of State if the limited liability company or foreign limited
9liability company has elected to receive notices from the Secretary
10of State by electronic mail. The failure of the limited liability
11company or foreign
limited liability company to receive the notice
12shall not exempt the limited liability company or foreign limited
13liability company from complying with this section.
14(d) Whenever any of the information required by subdivision
15(a) changes, other than the name and address of the agent for
16service of process, the limited liability company or foreign limited
17liability company may file a current statement containing all the
18information required by subdivision (a). When changing its agent
19for service of process or when the address of the agent changes,
20the limited liability company or foreign limited liability company
21shall file a current statement containing all the information required
22by subdivision (a). Whenever any statement is filed pursuant to
23this section, that statement supersedes any previously filed
24statement pursuant to this section,
the statement in the original
25articles of organization, and the statement in any previously filed
26amended or restated articles of organization that have been filed,
27or in the case of a foreign limited liability company, in the
28application for registration.
29(e) If a statement of information delivered to the Secretary of
30State for filing under this section does not contain the information
31required by subdivision (a), the Secretary of State shall promptly
32return the statement of information to the reporting limited liability
33company or foreign limited liability company for correction.
34(f) The Secretary of State may destroy or otherwise dispose of
35any statement filed pursuant to this section after it has been
36superseded by the filing of a new
statement.
Section 14101.6 of the Financial Code is amended to
38read:
(a) Every credit union shall, within 90 days after the
40filing of its original articles and annually thereafter during the
P12 1applicable filing period in each year, file, in a form prescribed by
2the Secretary of State, a statement containing: (1) the name of the
3credit union and the Secretary of State’s file number; (2) the names
4and complete business or residence addresses of its chief executive
5officers, secretary, and chief financial officer; (3) the street address
6of its principal office, if any; (4) if the credit union chooses to
7receive renewal notices and any other notifications from the
8Secretary of State by electronic mail instead of by United States
9mail, a valid electronic mail address for the credit union or for the
10credit union’s designee
to receive those notices; and (5) the mailing
11address of the credit union, if different from the street address of
12its principal office.
13(b) The statement required by subdivision (a) shall also
14designate, as the agent of the credit union for the purpose of service
15of process, a natural person residing in this state or any domestic
16or foreign business corporation that has complied with Section
171505 of the Corporations Code and whose capacity to act as an
18agent has not terminated. If a natural person is designated, the
19statement shall set forth that person’s complete business or
20residence street address. If a corporate agent is designated, no
21address for it shall be set forth.
22(c) For the purposes of this section, the applicable filing period
23for a credit union shall be the
calendar month during which
the
24credit union is required to file a return with the Franchise Tax
25Board, as required by Chapter 11 (commencing with Section
2623771) of Partbegin delete 10.2end deletebegin insert 11end insert of Division 2 of the Revenue and Taxation
27Code and the immediately preceding five calendar months,
28excluding extensions. The Secretary of State shall provide a notice
29to each credit union to comply with this section approximately
30three months prior to the close of the applicable filing period. The
31notice shall state the due date for compliance and shall be sent to
32the last address of the credit union according to the records of the
33Secretary of State if the credit union has elected to receive notices
34from the Secretary of State by electronic mail. Neither the
failure
35of the Secretary of State to provide the notice nor the failure of
36the credit union to receive it is an excuse for failure to comply
37with this section.
38(d) Whenever any of the information required by subdivision
39(a) is changed, the credit union may file a current statement
40containing all the information required thereby. In order to change
P13 1its agent for service of process or the address of the agent, the
2corporation must file a current statement containing all the
3information required by subdivisions (a) and (b). Whenever any
4statement is filed pursuant to this section, it supersedes any
5previously filed statement and the statement in the articles as to
6the agent for service of process and the address of the agent.
7(e) An agent designated for service of process pursuant to
8subdivision
(b) may file a signed and acknowledged written
9statement of resignation as such agent. Thereupon the authority
10of the agent to act in such capacity shall cease and the Secretary
11of State forthwith shall notify the credit union of the filing of the
12statement of resignation.
13(f) If a natural person who has been designated agent for service
14of process pursuant to subdivision (b) dies or resigns or no longer
15resides in the state, or if the corporate agent for such purpose
16resigns, dissolves, withdraws from the state, forfeits its right to
17transact intrastate business, has its corporate rights, powers, and
18privileges suspended or ceases to exist, the credit union shall
19forthwith file a new statement designating a new agent conforming
20to the requirements of subdivision (a).
21(g) Under
regulations adopted by the Secretary of State, the
22resignation of an agency may be effective if the agent disclaims
23having been properly appointed as the agent.
24(h) The Secretary of State may destroy or otherwise dispose of
25any statement filed pursuant to this section after it has been
26superseded by the filing of a new statement.
27(i) This section shall not be construed to place any person
28dealing with the credit union on notice of or in any duty to inquire
29about the existence or content of the statement filed pursuant to
30this section.
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