Senate BillNo. 1041


Introduced by Senator Jackson

February 18, 2014


An act to amend Sections 109.5, 1155, 1503, 2101, 2105, 2107, 2112, 2204, 3304, 5120, 5817, 6211, 6611, 6810, 8211, 8611, 8810, 12571, 12631, 12670, 15901.09, 15901.16, 15902.01, 15902.04, 15902.07, 15903.06, 15906.05, 15909.06, 15909.07, 15911.06, 16309, 16906, 16915, 16953, 16959, 16960, 17701.09, 17701.15, 17702.02, 17702.03, 17702.06, 17707.08, 17708.06, 17710.06, 17710.14, and 18210 of the Corporations Code, to amend Section 14101.6 of the Financial Code, and to amend Section 12261 of the Government Code, relating to business.

LEGISLATIVE COUNSEL’S DIGEST

SB 1041, as introduced, Jackson. Business: filings.

Existing law requires certain business entities, including, but not limited to, a corporation, a limited partnership, a foreign corporation, a foreign limited partnership, a limited liability partnership, a foreign limited liability partnership, a flexible purpose corporation, a limited liability company, an unincorporated association, and a credit union, to make various filings with the Secretary of State. Existing law authorizes agents designated for service of process for specified entities to file a written statement of resignation as that agent with the Secretary of State. Existing law allows a person to apply for and reserve a name for a business entity with the Secretary of State. Existing law requires the Secretary of State to reinstate a fraudulently terminated business entity upon court order.

This bill, among other things, would require the written statement of resignation to be made on a form prescribed by the Secretary of State, as specified, and allow the Secretary of State to destroy or otherwise dispose of a resignation after a new form is filed, replacing the agent. This bill would allow a person to cancel the registration of the name of specified business entities by delivering to the Secretary of State a certificate of cancellation of the entity’s name on a form prescribed by the Secretary of State. This bill would additionally condition reinstatement of a fraudulently terminated business entity upon the business entity concurrently submitting for filing an amendment to change its name to eliminate conflict, if there is a conflict with the entity name, 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:

P2    1

SECTION 1.  

Section 109.5 of the Corporations Code is
2amended to read:

3

109.5.  

(a) Provisions of the articles described in paragraph (3)
4of subdivisionbegin delete (e)end deletebegin insert (g)end insert of Section 202 and subdivision (a) and (b)
5of Section 204 may be made dependent upon facts ascertainable
6outside the articles, if the manner in which those facts shall operate
7upon those provisions is clearly and expressly set forth in the
8articles. Similarly, any of the terms of an agreement of merger
9pursuant to Section 1101 may be made dependent upon facts
10ascertainable outside that agreement, if the manner in which those
11facts shall operate upon the terms of the agreement is clearly and
12expressly set forth in the agreement of merger.

13(b) Notwithstanding subdivision (a), when any provisions or
14terms of articles or an agreement of merger are made dependent
15upon facts ascertainable outside the filed instrument through a
16reference to an agreement or similar document, the corporation
17filing that instrument shall (1) maintain at its principal executive
18office a copy of any such agreement or document and all
19amendments and (2) provide to its shareholders, in the case of
20articles, or to shareholders of any constituent corporation, in the
21case of an agreement of merger, a copy of them upon written
22request and without charge.

23(c) If the reference to an agreement or contract is a reference to
24an agreement or contract to which the corporation is a party (a
25“referenced agreement” in this section), any amendment or revision
26of the referenced agreement requires shareholder approval, in
P3    1addition to approvals otherwise required, in the following instances
2and no other:

3(1) If the amendment or revision of the referenced agreement
4would result in a material change in the rights, preferences,
5privileges or restrictions of a class or series of shares, the
6amendment or revision of the referenced agreement is required to
7be approved by the outstanding shares (Section 152) of that class
8or series.

9(2) If the amendment or revision of the referenced agreement
10would result in a material change in the rights or liabilities of any
11class or series of shares with respect to the subject matter of
12paragraph (1), (2), (3), (5), or (9) of subdivision (a) of Section 204,
13the amendment or revision of the referenced agreement is required
14to be approved by the outstanding shares (Section 152) of that
15class or series.

16(3) If the amendment or revision of the referenced agreement
17would result in a material change in the restrictions on transfer or
18hypothecation of any class or series of shares, the amendment or
19revision of the referenced agreement is required to be approved
20by the outstanding shares (Section 152) of that class or series.

21(4) If the amendment or revision of the referenced agreement
22would result in a change of any of the principal terms of an
23agreement of merger, the amendment or revision of the referenced
24agreement is required to be approved in the same manner as
25required by Section 1104 for a change in the principal terms of an
26agreement of merger.

27

SEC. 2.  

Section 1155 of the Corporations Code is amended to
28read:

29

1155.  

(a) To convert a corporation:

30(1) If the corporation is converting into a domestic limited
31partnership, a statement of conversion shall be completed on the
32certificate of limited partnership for the converted entity.

33(2) If the corporation is converting into a domestic partnership,
34a statement of conversion shall be completed on the statement of
35partnership authority for the converted entity, or if no statement
36of partnership authority is filed then a certificate of conversion
37shall be filed separately.

38(3) If the corporation is converting into a domestic limited
39liability company, a statement of conversion shall be completed
40on the articles of organization for the converted entity.

P4    1(4) If the corporation is converting into a flexible purpose
2corporation, a statement of conversion shall be completed on the
3articles for the converted entity.

4(b) Any statement or certificate of conversion of a converting
5corporation shall be executed and acknowledged by those officers
6of the converting corporation as would be required to sign an
7officers’ certificate (Section 173), and shall set forth all of the
8following:

9(1) The name and the Secretary of State’s file number of the
10converting corporation.

11(2) A statement of the total number of outstanding shares of
12each class entitled to vote on the conversion, that the principal
13terms of the plan of conversion were approved by a vote of the
14number of shares of each class which equaled or exceeded the vote
15required under Section 1152, specifying each class entitled to vote
16and the percentage vote required of each class.

17(3) The name, form, and jurisdiction of organization of the
18converted entity.

begin insert

19(4) The name and street address of the corporation’s agent for
20service of process. If a corporation qualified under Section 1505
21is designated, no address for it shall be set forth.

end insert

22(c) For the purposes of this chapter, the certificate of conversion
23shall be on a form prescribed by the Secretary of State.

24(d) The filing with the Secretary of State of a statement of
25conversion on an organizational document or a certificate of
26conversion as set forth in subdivision (a) shall have the effect of
27the filing of a certificate of dissolution by the converting
28corporation and no converting corporation that has made the filing
29is required to file a certificate of election under Section 1901 or a
30certificate of dissolution under Section 1905 as a result of that
31conversion.

32(e) Upon the effectiveness of a conversion pursuant to this
33chapter, a converted entity that is a flexible purpose corporation,
34domestic partnership, domestic limited partnership or domestic
35limited liability company shall be deemed to have assumed the
36liability of the converting corporation (1) to prepare and file or
37cause to be prepared and filed all tax and information returns
38otherwise required of the converting corporation under the
39Corporation Tax Law (Part 11 (commencing with Section 23001)
P5    1of Division 2 of the Revenue and Taxation Code) and (2) to pay
2any tax liability determined to be due pursuant to that law.

3

SEC. 3.  

Section 1503 of the Corporations Code is amended to
4read:

5

1503.  

(a) An agent designated for service of process pursuant
6to Section 202, 1502, 2105, or 2117 maybegin delete fileend deletebegin insert deliver to the
7Secretary of State, on a form prescribed by the Secretary of State
8for filing,end insert
a signed and acknowledged written statement of
9resignation asbegin delete suchend delete agentbegin insert for service of processend insert.begin insert The form shall
10contain the name of the corporation, the Secretary of State’s file
11number of the corporation, the name of the resigning agent for
12service of process, and a statement that the agent is resigning.end insert

13 Thereupon the authority of the agent to act in such capacity shall
14cease and the Secretary of State forthwith shallbegin delete giveend deletebegin insert mail or
15otherwise provideend insert
written notice of the filing of the statement of
16resignationbegin delete by mailend delete to the corporationbegin delete addressed toend deletebegin insert atend insert its principal
17executive office.

18(b) begin deleteUnder regulations adopted by the Secretary of State, the end deletebegin insertThe end insert
19resignation of an agent may be effective ifbegin insert, on a form prescribed
20by the Secretary of State containing the name of the corporation,
21the Secretary of State’s file number for the corporation, and the
22name of the resigning agent for service of process,end insert
the agent
23disclaims having been properly appointed as the agent. Similarly,
24a person named as an officer or director may indicate that the
25person was never properly appointed as the officer or director.

begin insert

26(c) The Secretary of State may destroy or otherwise dispose of
27any resignation filed pursuant to this section after a new form is
28filed pursuant to Section 1502 or 2117 replacing the agent for
29service of process that has resigned.

end insert
30

SEC. 4.  

Section 2101 of the Corporations Code is amended to
31read:

32

2101.  

(a) Any foreign corporation (other than a foreign
33association) not transacting intrastate business may register its
34corporate name with the Secretary of State, provided its corporate
35name would be available pursuant to Section 201 to a new
36corporation organized under this division at the time of such
37registration.

38(b) Such registration may be made by filing (1) anbegin delete applictionend delete
39begin insert applicationend insert for registration signed by a corporate officer stating
40the name of the corporation, the state or place under the laws of
P6    1which it is incorporated, the date of its incorporation, and that it
2desires to register its name under this section; and (2) a certificate
3of an authorized public official of the state or place in which it is
4organized stating that such corporation is in good standing under
5those laws. Such registration shall be effective until the close of
6the calendar year in which the application for registration is filed.

7(c) A corporationbegin delete whichend deletebegin insert thatend insert has in effect a registration of its
8corporate name may renew such registration from year to year by
9annually filing an application for renewal setting forth the facts
10required to be set forth in an original application for registration
11and a certificate of good standing as required for the original
12registration between the first day of October and the 31st day of
13December in each year. Such renewal application shall extend the
14registration for the following calendar year.

begin insert

15(d) A corporation that has in effect a registration of its corporate
16name may cancel the registration by delivering to the Secretary
17of State, on a form prescribed by the Secretary of State, a certificate
18of cancellation of foreign name registration signed by a corporate
19officer containing the name and the Secretary of State’s file number
20of the corporation.

end insert
21

SEC. 5.  

Section 2105 of the Corporations Code is amended to
22read:

23

2105.  

(a) A foreign corporation shall not transact intrastate
24business without having first obtained from the Secretary of State
25a certificate of qualification. To obtain that certificate it shall file,
26on a form prescribed by the Secretary of State, a statement and
27designation signed by a corporate officerbegin insert or, in the case of a foreign
28association that has no officers, signed by a trusteeend insert
stating:

29(1) Its name and the state or place of its incorporation or
30 organization.

31(2) The street address of its principal executive office.

32(3) The street address of its principal office within this state, if
33any.

34(4) The mailing address of its principal executive office, if
35different from the addresses specified pursuant to paragraphs (2)
36and (3).

37(5) The name of an agent upon whom process directed to the
38corporation may be served within this state. The designation shall
39comply with the provisions of subdivision (b) of Section 1502.

P7    1(6) (A) Its irrevocable consent to service of process directed to
2it upon the agent designated and to service of process on the
3Secretary of State if the agent so designated or the agent’s successor
4is no longer authorized to act or cannot be found at the address
5given.

6(B) Consent under this paragraph extends to service of process
7directed to the foreign corporation’s agent in California for a search
8warrant issued pursuant to Section 1524.2 of the Penal Code, or
9for any other validly issued and properly served search warrant,
10for records or documents that are in the possession of the foreign
11corporation and are located inside or outside of this state. This
12subparagraph shall apply to a foreign corporation that is a party
13or a nonparty to the matter for which the search warrant is sought.
14For purposes of this subparagraph, “properly served” means
15delivered by hand, or in a manner reasonably allowing for proof
16of delivery if delivered by United States mail, overnight delivery
17service, or facsimile to a person or entity listed in Section 2110 of
18the Corporations Code.

19(7) If it is a corporation which will be subject to the Insurance
20Code as an insurer, it shall so state that fact.

21(b) Annexed to that statement and designation shall be a
22certificate by an authorized public official of the state or place of
23incorporation of the corporation to the effect that the corporation
24is an existing corporation in good standing in that state or place
25or, in the case of an association, an officers’ certificate stating that
26it is a validly organized and existing business association under
27the laws of a specified foreign jurisdiction.

28(c) Before it may be designated by any foreign corporation as
29its agent for service of process, any corporate agent must comply
30with Section 1505.

31

SEC. 6.  

Section 2107 of the Corporations Code is amended to
32read:

33

2107.  

(a) If any foreign corporation (but not a foreign
34association) qualified to transact intrastate business shall change
35its name or make a change affecting an assumed name under
36Section 2106, it shall file, on a form prescribed by the Secretary
37of State, an amended statement signed by a corporate officer setting
38forth the change made. The amended statement shall set forth the
39name relinquished as well as the new name assumed and there
40shall be annexed to the amended statement a certificate of an
P8    1authorized public official of its state or place of incorporation that
2the change of name was made in accordance with the laws of that
3state or place. Upon the filing of the amended statement, the
4Secretary of State shall issue a new certificate of qualification.

5(b) If any foreign association qualified to transact intrastate
6business shall change its name, the address of its principal office
7in this state, the address of its principal executive office or its agent
8for the service of process, or if the stated address of any natural
9person designated as agent is changed, it shall file, on a form
10prescribed by the Secretary of State, an amended statement and
11designation signed by an officerbegin insert or, in the case of a foreign
12association that has no officers, signed by a trusteeend insert
setting forth
13the change or changes made. In the case of a change of name, the
14amended statement and designation shall set forth the name
15relinquished as well as the new name assumed and there shall be
16annexed to the amended statement and designation an officer’s
17certificatebegin insert, or trustee’s certificate, if applicable,end insert stating that such
18change of name was made in accordance with its declaration of
19trust. If the change includes a change of name, or a change affecting
20an assumed name pursuant to Section 2106, upon the filing of the
21amended statement, the Secretary of State shall issue a new
22certificate of qualification.

23(c) If the change includes a change of name of an insurer subject
24to the Insurance Code, the form shall include a statement that the
25corporation is such an insurer if it does not already so appear.

26(d) If a foreign corporation qualified to transact business in this
27state shall change the address of its principal office in this state,
28the address of its principal executive office, or its agent for the
29service of process, or if the stated address of any natural person
30designated as agent is changed, the filing of a statement pursuant
31to Section 2117 shall supersede the statement and designation with
32respect thereto.

33

SEC. 7.  

Section 2112 of the Corporations Code is amended to
34read:

35

2112.  

(a) Subject to Section 2113, a foreign corporation which
36has qualified to transact intrastate business may surrender its right
37to engage in that business within this state by filing a certificate
38of surrender signed by a corporate officerbegin insert or, in the case of a
39foreign association that has no officers, signed by a trusteeend insert
stating:

P9    1(1) The name of the corporation as shown on the records of the
2Secretary of State, and the state or place of incorporation or
3organization.

4(2) That it revokes its designation of agent for service of process.

5(3) That it surrenders its authority to transact intrastate business.

6(4) That it consents that process against it in any action upon
7any liability or obligation incurred within this state prior to the
8filing of the certificate of withdrawal may be served upon the
9Secretary of State.

10(5) A post office address to which the Secretary of State may
11mail a copy of any process against the corporation that is served
12upon the Secretary of State, which address or the name to which
13the process should be sent may be changed from time to time by
14filing a statement signed by a corporate officerbegin insert or, in the case of
15a foreign association that has no officers, signed by a trusteeend insert

16 stating the new address or name or both.

17(6)  Except in the case of a foreign association, that a final
18franchise tax return, as described by Section 23332 of the Revenue
19and Taxation Code, has been or will be filed with the Franchise
20Tax Board, as required under Part 10.2 (commencing with Section
2118401) of Division 2 of the Revenue and Taxation Code.

22(b) The Secretary of State shall notify the Franchise Tax Board
23of the surrender.

24

SEC. 8.  

Section 2204 of the Corporations Code is amended to
25read:

26

2204.  

(a) Upon the failure of a corporation to file the statement
27required by Section 1502, the Secretary of State shall provide a
28notice of that delinquency to the corporation. The notice shall also
29contain information concerning the application of this section,
30advise the corporation of the penalty imposed by Section 19141
31of the Revenue and Taxation Code for failure to timely file the
32required statement after notice of the delinquency has been
33provided by the Secretary of State, and shall advise the corporation
34of its right to request relief from the Secretary of State because of
35reasonable cause or unusual circumstances that justify the failure
36to file. If, within 60 days of providing notice of the delinquency,
37a statement pursuant to Section 1502 has not been filed by the
38corporation, the Secretary of State shall certify the name of the
39corporation to the Franchise Tax Board.

P10   1(b) Upon certification pursuant to subdivision (a), the Franchise
2Tax Board shall assess against the corporation the penalty provided
3in Section 19141 of the Revenue and Taxation Code.

4(c) The penalty herein provided shall not apply to a corporation
5that on or prior to the date of certification pursuant to subdivision
6(a) has dissolvedbegin insert, has converted to another type of business entity,end insert
7 or has been merged into another corporationbegin insert or other business
8entityend insert
.

9(d) The penalty herein provided shall not apply and the Secretary
10of State need not provide a notice of the delinquency to a
11corporation if the corporate powers, rights, and privileges have
12been suspended by the Franchise Tax Board pursuant to Section
1323301, 23301.5, or 23775 of the Revenue and Taxation Code on
14or prior to, and remain suspended on, the last day of the filing
15period pursuant to Section 1502. The Secretary of State need not
16provide notice of the filing requirement pursuant to Section 1502
17to a corporation if the corporate powers, rights, and privileges have
18been so suspended by the Franchise Tax Board on or prior to, and
19remain suspended on, the day the Secretary of State prepares the
20notice for sending.

21(e) If, after certification pursuant to subdivision (a), the Secretary
22of State finds (1) the required statement was filed before the
23expiration of the 60-day period after providing notice of the
24delinquency, or (2) the failure to provide notice of delinquency
25was due to an error of the Secretary of State, the Secretary of State
26 shall promptly decertify the name of the corporation to the
27Franchise Tax Board. The Franchise Tax Board shall then promptly
28abate any penalty assessed against the corporation pursuant to
29Section 19141 of the Revenue and Taxation Code.

30(f) If the Secretary of State determines that the failure of a
31corporation to file the statement required by Section 1502 is
32excusable because of reasonable cause or unusual circumstances
33that justify the failure, the Secretary of State may waive the penalty
34imposed by this section and by Section 19141 of the Revenue and
35Taxation Code, in which case the Secretary of State shall not certify
36the name of the corporation to the Franchise Tax Board, or if
37already certified, the Secretary of State shall promptly decertify
38the name of the corporation.

39

SEC. 9.  

Section 3304 of the Corporations Code is amended to
40read:

P11   1

3304.  

(a) To convert a flexible purpose corporation:

2(1) If the flexible purpose corporation is converting into a
3domestic limited partnership, a statement of conversion shall be
4completed on the certificate of limited partnership for the converted
5entity.

6(2) If the flexible purpose corporation is converting into a
7domestic partnership, a statement of conversion shall be completed
8on the statement of partnership authority for the converted entity,
9or if no statement of partnership authority is filed, then a certificate
10of conversion shall be filed separately.

11(3) If the flexible purpose corporation is converting into a
12domestic limited liability company, a statement of conversion shall
13be completed on the articles of organization for the converted
14entity.

15(4) If the flexible purpose corporation is converting into a
16domestic corporation, a statement of conversion shall be completed
17on the articles for the converted entity.

18(b) Any statement or certificate of conversion of a converting
19flexible purpose corporation shall be executed and acknowledged
20by those officers of the converting flexible purpose corporation as
21would be required to sign an officers’ certificate, and shall set forth
22all of the following:

23(1) The name and the Secretary of State’s file number of the
24converting flexible purpose corporation.

25(2) A statement of the total number of outstanding shares of
26each class entitled to vote on the conversion, that the principal
27terms of the plan of conversion were approved by a vote of the
28number of shares of each class which equaled or exceeded the vote
29required under Sectionbegin delete 3602end deletebegin insert 3301end insert, specifying each class entitled
30to vote and the percentage vote required of each class.

31(3) The name, form, and jurisdiction of organization of the
32converted entity.

begin insert

33(4) The name and street address of the converted entity’s agent
34for service of process. If a corporation qualified under Section
351505 is designated as the agent, no address for it shall be set forth.

end insert

36(c) The certificate of conversion shall be on a form prescribed
37by the Secretary of State.

38(d) The filing with the Secretary of State of a statement of
39conversion on an organizational document or a certificate of
40conversion as set forth in subdivision (a) shall have the effect of
P12   1the filing of a certificate of dissolution by the converting flexible
2purpose corporation and no converting flexible purpose corporation
3that has made the filing is required to file a certificate of election
4under Section 1901 or a certificate of dissolution under Section
51905 as a result of that conversion.

6(e)  Upon the effectiveness of a conversion pursuant to this
7chapter, a converted entity that is a domestic partnership, domestic
8limited partnership or domestic limited liability company shall be
9deemed to have assumed the liability of the converting flexible
10purpose corporation to prepare and file or cause to be prepared
11and filed all tax and information returns otherwise required of the
12converting flexible purpose corporation under the Corporation Tax
13Law (Part 11 (commencing with Section 23001) of Division 2 of
14the Revenue and Taxation Code) and to pay any tax liability
15determined to be due pursuant to that law.

16

SEC. 10.  

Section 5120 of the Corporations Code is amended
17to read:

18

5120.  

(a) One or more persons may form a corporation under
19this part by executing and filing articles of incorporation.

20(b) If initial directors are named in the articles, each director
21named in the articles shall sign and acknowledge the articles; if
22initial directors are not named in the articles, the articles shall be
23signed by one or more persons who thereupon are the incorporators
24of the corporation.

25(c) The corporate existence begins upon the filing of the articles
26and continues perpetually, unless otherwise expressly provided by
27law or in the articles.

28(d) At the time of filing pursuant to this section,begin delete a corporation
29shall furnish an additional copy of its articles toend delete
the Secretary of
30Statebegin delete whoend delete shall forwardbegin delete thatend deletebegin insert aend insert copybegin insert of the filed articles of
31incorporationend insert
to the Attorney General.

32(e) If the corporation was created by the elected legislative body
33in order to exercise authority that may lawfully be delegated by
34the elected governing body to a private corporation or other entity,
35begin delete the corporation shall furnish an additional copy of its articles toend delete
36 the Secretary of Statebegin delete, whoend delete shall forwardbegin delete the additionalend deletebegin insert aend insert copybegin insert of
37the filed articles of incorporationend insert
to the Controller.

38

SEC. 11.  

Section 5817 of the Corporations Code is amended
39to read:

P13   1

5817.  

Upon the filing of the certificate of amendment, the
2articles shall be amended in accordance with the certificate and
3any change, reclassification or cancellation of memberships shall
4be effected, and a copy of the certificate, certified by the Secretary
5of State, is prima facie evidence of the performance of the
6conditions necessary to the adoption of the amendment.begin delete A
7corporation shall furnish an additional copy of the certificate of
8amendment to theend delete
begin insert Theend insert Secretary of Statebegin delete whoend delete shall forwardbegin delete thatend delete
9begin insert aend insert copybegin insert of the filed certificate of amendmentend insert to the Attorney
10General.

11

SEC. 12.  

Section 6211 of the Corporations Code is amended
12to read:

13

6211.  

(a) An agent designated for service of process pursuant
14to Section 6210 maybegin delete fileend deletebegin insert deliver to the Secretary of State, on a
15form prescribed by the Secretary of State for filing,end insert
a signed and
16acknowledged written statement of resignation asbegin delete that agentend deletebegin insert agent
17for service of process containing the name of the corporation, the
18Secretary of State’s file number of the corporation, the name of
19the resigning agent for service of process, and a statement that
20the agent is resigningend insert
. Thereupon the authority of the agent to act
21in that capacity shall cease and the Secretary of State forthwith
22shallbegin delete giveend deletebegin insert mail or otherwise provideend insert written notice of the filing of
23the statement of resignationbegin delete by mailend delete to the corporationbegin delete addressed
24toend delete
begin insert atend insert its principal office.

25(b)  begin deleteUnder regulations adopted by the Secretary of State, the end delete begin insertThe end insert
26resignation of an agent may be effective ifbegin insert, on a form prescribed
27by the Secretary of State containing the name of the corporation,
28the Secretary of State’s file number for the corporation, and the
29name of the agent for service of process,end insert
the agent disclaims having
30been properly appointed as the agent. Similarly, a person named
31as an officer or director may indicate that the person was never
32properly appointed as the officer or director.

begin insert

33(c) The Secretary of State may destroy or otherwise dispose of
34any resignation filed pursuant to this section after a new form is
35filed pursuant to Section 6210 replacing the agent for service of
36process that has resigned.

end insert
37

SEC. 13.  

Section 6611 of the Corporations Code is amended
38to read:

P14   1

6611.  

(a) Whenever a corporation has elected to wind up and
2dissolve a certificate evidencing that election shall forthwith be
3filed and a copy thereof filed with the Attorney General.

4(b) The certificate shall be an officers’ certificate or shall be
5signed and verified by at least a majority of the directors then in
6office or by one or more members authorized to do so by approval
7of a majority of all members (Section 5033) and shall set forth:

8(1) That the corporation has elected to wind up and dissolve.

9(2) If the election was made by the vote of members alone, the
10number of votes for the election and that the election was made
11by a majority of all members (Section 5033).

12(3) If the election was made by the board and members pursuant
13to paragraph (2) of subdivision (a) of Section 6610,begin insert or paragraph
14(1) of subdivision (b) of Section 9680,end insert
the certificate shall state
15that it was made by the board and the members in accordance with
16Section 5034.

17(4) If the certificate is executed by a member or members, that
18the subscribing person or persons were authorized to execute the
19certificate by a majority of all members (Section 5033).

20(5) If the election was made by the board pursuant to subdivision
21(b) of Section 6610,begin insert or paragraph (2) of subdivision (b) of Section
229680,end insert
the circumstances showing the corporation to be within one
23of the categories described in that subdivision.

24(c) If an election to dissolve made pursuant to subdivision (a)
25of Section 6610begin insert or paragraph (1) of subdivision (b) of Section
269680end insert
is made by the vote of all the members of a corporation with
27members or by all members of the board of a corporation without
28membersbegin insert pursuant to subdivision (b) of Section 6610, or paragraph
29(2) of subdivision (b) of Section 9680end insert
and a statement to that effect
30is added to the certificate of dissolution pursuant to Sectionbegin delete 6611end delete
31begin insert 6615end insert, the separate filing of the certificate of election pursuant to
32this section is not required.

33

SEC. 14.  

Section 6810 of the Corporations Code is amended
34to read:

35

6810.  

(a) Upon the failure of a corporation to file the statement
36required by Section 6210, the Secretary of State shall provide a
37notice of that delinquency to the corporation. The notice shall also
38contain information concerning the application of this section, and
39advise the corporation of the penalty imposed by Section 19141
40of the Revenue and Taxation Code for failure to timely file the
P15   1required statement after notice of delinquency has been provided
2by the Secretary of State. If, within 60 days after providing the
3notice of delinquency, a statement pursuant to Section 6210 has
4not been filed by the corporation, the Secretary of State shall certify
5the name of the corporation to the Franchise Tax Board.

6(b) Upon certification pursuant to subdivision (a), the Franchise
7 Tax Board shall assess against the corporation a penalty of fifty
8dollars ($50) pursuant to Section 19141 of the Revenue and
9Taxation Code.

10(c) The penalty herein provided shall not apply to a corporation
11that on or prior to the date of certification pursuant to subdivision
12(a) has dissolvedbegin insert, has converted to another type of business entity,end insert
13 or has been merged into another corporationbegin insert or other business
14entityend insert
.

15(d) The penalty herein provided shall not apply and the Secretary
16of State need not provide a notice of the delinquency to a
17corporation the corporate powers, rights, and privileges of which
18have been suspended by the Franchise Tax Board pursuant to
19Section 23301, 23301.5, or 23775 of the Revenue and Taxation
20Code on or prior to, and remain suspended on, the last day of the
21filing period pursuant to Section 6210. The Secretary of State need
22not provide notice of the filing requirement pursuant to Section
236210 to a corporation the corporate powers, rights, and privileges
24of which have been so suspended by the Franchise Tax Board on
25or prior to, and remain suspended on, the day the Secretary of State
26prepares the notice for sending.

27(e) If, after certification pursuant to subdivision (a), the Secretary
28of State finds the required statement was filed before the expiration
29of the 60-day period after providing notice of the delinquency, the
30Secretary of State shall promptly decertify the name of the
31corporation to the Franchise Tax Board. The Franchise Tax Board
32shall then promptly abate any penalty assessed against the
33corporation pursuant to Section 19141 of the Revenue and Taxation
34Code.

35(f) If the Secretary of State determines that the failure of a
36corporation to file a statement required by Section 6210 is
37excusable because of reasonable cause or unusual circumstances
38that justify the failure, the Secretary of State may waive the penalty
39imposed by this section and by Section 19141 of the Revenue and
40Taxation Code, in which case the Secretary of State shall not certify
P16   1the name of the corporation to the Franchise Tax Board, or if
2already certified, the Secretary of State shall promptly decertify
3the name of the corporation.

4

SEC. 15.  

Section 8211 of the Corporations Code is amended
5to read:

6

8211.  

(a) An agent designated for service of process pursuant
7to Section 8210 maybegin delete fileend deletebegin insert deliver to the Secretary of State, on a
8form prescribed by the Secretary of State for filing,end insert
a signed and
9acknowledged written statement of resignation asbegin delete that agentend deletebegin insert agent
10for service of process containing the name of the corporation, the
11Secretary of State’s file number of the corporation, the name of
12the resigning agent for service of process, and a statement that
13the agent is resigningend insert
. Thereupon the authority of the agent to act
14in that capacity shall cease and the Secretary of State forthwith
15shallbegin delete giveend deletebegin insert mail or otherwise provideend insert written notice of the filing of
16the statement of resignationbegin delete by mailend delete to the corporationbegin delete addressed
17toend delete
begin insert atend insert its principal office.

18(b)  begin deleteUnder regulations adopted by the Secretary of State, the end delete begin insertThe end insert
19resignation of an agent may be effective ifbegin insert, on a form prescribed
20by the Secretary of State containing the name of the corporation,
21the Secretary of State’s file number for the corporation, and the
22name of the agent for service of process,end insert
the agent disclaims having
23been properly appointed as the agent. Similarly, a person named
24as an officer or director may indicate that the person was never
25properly appointed as the officer or director.

begin insert

26(c) The Secretary of State may destroy or otherwise dispose of
27any statement of resignation filed pursuant to this section after a
28new form is filed pursuant to Section 8210 replacing the agent for
29 service of process that has resigned.

end insert
30

SEC. 16.  

Section 8611 of the Corporations Code is amended
31to read:

32

8611.  

(a) Whenever a corporation has elected to wind up and
33dissolve a certificate evidencing that election shall forthwith be
34filed. A copy of that certificate shall be filed with the Attorney
35General if the corporation holds assets in charitable trust or has a
36charitable dissolution clause.

37(b) The certificate shall be an officers’ certificate or shall be
38signed and verified by at least a majority of the directors then in
39office or by one or more members authorized to do so by approval
40of a majority of all members (Section 5033) and shall set forth:

P17   1(1) That the corporation has elected to wind up and dissolve.

2(2) If the election was made by the vote of members alone, the
3number of votes for the election and that the election was made
4by a majority of all members (Section 5033).

5(3) If the election was made by the board and the members
6pursuant to paragraph (2) of subdivision (a) of Section 8610, the
7certificate shall state that it was made by the board and the
8members in accordance with Section 5034.

9(4) If the certificate is executed by a member or members, that
10the subscribing person or persons were authorized to execute the
11certificate a majority of all members (Section 5033).

12(5) If the election was made by the board pursuant to subdivision
13(b) of Section 8610, the circumstances showing the corporation to
14be within one of the categories described in that subdivision.

15(c) If an election to dissolve made pursuant to subdivision (a)
16of Section 8610 is made by the vote of all the members of a
17corporation with members or bybegin insert a vote ofend insert all members of the board
18of a corporation without membersbegin insert pursuant to subdivision (b) of
19Section 8610end insert
and a statement to that effect is added to the certificate
20of dissolution pursuant to Sectionbegin delete 8611end deletebegin insert 8615end insert, the separate filing
21of the certificate of election pursuant to this section is not required.

22

SEC. 17.  

Section 8810 of the Corporations Code is amended
23to read:

24

8810.  

(a) Upon the failure of a corporation to file the statement
25required by Section 8210, the Secretary of State shall provide a
26notice of such delinquency to the corporation. The notice shall
27also contain information concerning the application of this section,
28and advise the corporation of the penalty imposed by Section 19141
29of the Revenue and Taxation Code for failure to timely file the
30required statement after notice of delinquency has been provided
31by the Secretary of State. If, within 60 days after providing notice
32of the delinquency, a statement pursuant to Section 8210 has not
33been filed by the corporation, the Secretary of State shall certify
34the name of the corporation to the Franchise Tax Board.

35(b) Upon certification pursuant to subdivision (a), the Franchise
36 Tax Board shall assess against the corporation a penalty of fifty
37dollars ($50) pursuant to Section 19141 of the Revenue and
38Taxation Code.

39(c) The penalty herein provided shall not apply to a corporation
40which on or prior to the date of certification pursuant to subdivision
P18   1(a) has dissolvedbegin insert, has converted to another type of business entity,end insert
2 or has been merged into another corporationbegin insert or other business
3entityend insert
.

4(d) The penalty herein provided shall not apply and the Secretary
5of State need not provide a notice of the delinquency to a
6corporation the corporate powers, rights, and privileges of which
7have been suspended by the Franchise Tax Board pursuant to
8Section 23301, 23301.5, or 23775 of the Revenue and Taxation
9Code on or prior to, and remain suspended on, the last day of the
10filing period pursuant to Section 8210. The Secretary of State need
11not provide notice of the filing requirement pursuant to Section
128210, to a corporation the corporate powers, rights, and privileges
13of which have been so suspended by the Franchise Tax Board on
14or prior to, and remain suspended on, the day the Secretary of State
15prepares the notice for sending.

16(e) If, after certification pursuant to subdivision (a) the Secretary
17of State finds the required statement was filed before the expiration
18of the 60-day period after providing the notice of delinquency, the
19Secretary of State shall promptly decertify the name of the
20corporation to the Franchise Tax Board. The Franchise Tax Board
21shall then promptly abate any penalty assessed against the
22corporation pursuant to Section 19141 of the Revenue and Taxation
23Code.

24(f) If the Secretary of State determines that the failure of a
25corporation to file a statement required by Section 8210 is
26excusable because of reasonable cause or unusual circumstances
27which justify the failure, the Secretary of State may waive the
28penalty imposed by this section and by Section 19141 of the
29Revenue and Taxation Code, in which case the Secretary of State
30shall not certify the name of the corporation to the Franchise Tax
31Board, or if already certified, the Secretary of State shall promptly
32decertify the name of the corporation.

33

SEC. 18.  

Section 12571 of the Corporations Code is amended
34to read:

35

12571.  

(a) An agent designated for service of process pursuant
36to Section 12570 maybegin delete fileend deletebegin insert deliver to the Secretary of State, on a
37form prescribed by the Secretary of State for filing,end insert
a signed and
38acknowledged written statement of resignation asbegin delete that agentend deletebegin insert agent
39for service of process containing the name of the corporation, the
40Secretary of State’s file number of the corporation, the name of
P19   1the resigning agent for service of process, and a statement that
2the agent is resigningend insert
. Thereupon the authority of the agent to act
3in that capacity shall cease and the Secretary of State forthwith
4shallbegin delete giveend deletebegin insert mail or otherwise provideend insert written notice of the filing of
5the statement of resignationbegin delete by mailend delete to the corporationbegin delete addressed
6toend delete
begin insert atend insert its principal office.

7(b)  begin deleteUnder regulations adopted by the Secretary of State, the end delete begin insertThe end insert
8resignation of an agent may be effective ifbegin insert, on a form prescribed
9by the Secretary of State containing the name of the corporation,
10the Secretary of State’s file number for the corporation, and the
11name of the resigning agent for service of process,end insert
the agent
12disclaims having been properly appointed as the agent. Similarly,
13a person named as an officer or director may indicate that the
14person was never properly appointed as the officer or director.

begin insert

15(c) The Secretary of State may destroy or otherwise dispose of
16any resignation filed pursuant to this section after a new form is
17filed pursuant to Section 12570 replacing the agent for service of
18process that has resigned.

end insert
19

SEC. 19.  

Section 12631 of the Corporations Code is amended
20to read:

21

12631.  

(a) Whenever a corporation has elected to wind up and
22dissolve a certificate evidencing that election shall forthwith be
23filed.

24(b) The certificate shall be an officers’ certificate or shall be
25signed and verified by at least a majority of the directors then in
26office or by one or more members authorized to do so by approval
27of a majority of all members (Section 12223) and shall set forth:

28(1) That the corporation has elected to wind up and dissolve.

29(2) If the election was made by the vote of members alone, the
30number of votes for the election and that the election was made
31by persons holding at least a majority of the voting power.

32(3) If the certificate is executed by a member or members, that
33the subscribing person or persons were authorized to execute the
34certificate by persons representing at least a majority of the voting
35power.

36(4) If the election was made by the board pursuant to subdivision
37(b) of Section 12630, the certificate shall also set forth the
38circumstances showing the corporation to be within one of the
39categories described in that subdivision.

P20   1(c) If an election to dissolve made pursuant to subdivision (a)
2of Section 12630 is made by the vote of all the members of a
3corporation with members or bybegin insert a vote ofend insert all members of the board
4of a corporation without membersbegin insert pursuant to subdivision (b) of
5Section 12630end insert
and a statement to that effect is added to the
6certificate of dissolution pursuant to Sectionbegin delete 12631end deletebegin insert 12635end insert, the
7separate filing of the certificate of election pursuant to this section
8is not required.

9

SEC. 20.  

Section 12670 of the Corporations Code is amended
10to read:

11

12670.  

(a) Upon the failure of a corporation to file the
12statement required by Section 12570, the Secretary of State shall
13provide a notice of that delinquency to the corporation. The notice
14shall also contain information concerning the application of this
15section, and shall advise the corporation of the penalty imposed
16by Section 19141 of the Revenue and Taxation Code for failure
17to timely file the required statement after notice of delinquency
18has been provided by the Secretary of State. If, within 60 days
19after providing notice of the delinquency, a statement pursuant to
20Section 12570 has not been filed by the corporation, the Secretary
21of State shall certify the name of the corporation to the Franchise
22Tax Board.

23(b) Upon certification pursuant to subdivision (a), the Franchise
24Tax Board shall assess against the corporation a penalty of fifty
25dollars ($50) pursuant to Section 19141 of the Revenue and
26Taxation Code.

27(c) The penalty herein provided shall not apply to a corporation
28which on or prior to the date of certification pursuant to subdivision
29(a) has dissolvedbegin insert, has been converted to another type of business
30entity,end insert
or has been merged into another corporationbegin insert or other
31business entityend insert
.

32(d) The penalty herein provided shall not apply and the Secretary
33of State need not provide a notice of the delinquency to a
34corporation the corporate powers, rights, and privileges of which
35have been suspended by the Franchise Tax Board pursuant to
36Section 23301, 23301.5, or 23775 of the Revenue and Taxation
37Code on or prior to, and remain suspended on, the last day of the
38filing period pursuant to Section 12570. The Secretary of State
39need not provide notice of the filing requirement pursuant to
40Section 12570, to a corporation the corporate powers, rights, and
P21   1privileges of which have been so suspended by the Franchise Tax
2Board on or prior to, and remain suspended on, the day the
3Secretary of State prepares the notice for sending.

4(e) If, after certification pursuant to subdivision (a) the Secretary
5of State finds the required statement was filed before the expiration
6of the 60-day period after providing notice of the delinquency, the
7Secretary of State shall promptly decertify the name of the
8corporation to the Franchise Tax Board. The Franchise Tax Board
9shall then promptly abate any penalty assessed against the
10corporation pursuant to Section 19141 of the Revenue and Taxation
11 Code.

12(f) If the Secretary of State determines that the failure of a
13corporation to file a statement required by Section 12570 is
14excusable because of reasonable cause or unusual circumstances
15which justify the failure, the Secretary of State may waive the
16penalty imposed by this section and by Section 19141 of the
17Revenue and Taxation Code, in which case the Secretary of State
18shall not certify the name of the corporation to the Franchise Tax
19Board, or if already certified, the Secretary of State shall promptly
20decertify the name of the corporation.

21

SEC. 21.  

Section 15901.09 of the Corporations Code is
22amended to read:

23

15901.09.  

(a) The exclusive right to the use of a name that
24complies with Section 15901.08 may be reserved by:

25(1) a person intending to organize a limited partnership under
26this chapter and to adopt the name;

27(2) a limited partnership or a foreign limited partnership
28authorized to transact business in this state intending to adopt the
29name;

30(3) a foreign limited partnership intending to obtain a certificate
31of registration to transact business in this state and adopt the name;

32(4) a person intending to organize a foreign limited partnership
33 and intending to have it obtain a certificate of registration to
34transact business in this state and adopt the name;

35(5) a foreign limited partnership formed under the name; or

36(6) a foreign limited partnership formed under a name that does
37not comply with subdivision (b) or (c) of Section 15901.08, but
38the name reserved under this paragraph may differ from the foreign
39limited partnership’s name only to the extent necessary to comply
40with subdivision (b) or (c) of Section 15901.08.

P22   1(b) begin deleteA end deletebegin insertUpon payment of the fee prescribed by the Government
2Code, any end insert
person may apply to reserve a name under subdivision
3(a)begin delete by delivering to the Secretary of State an application that states
4the name to be reserved and the paragraph of subdivision (a) which
5applies.end delete
begin insert, and obtain from the Secretary of State a certificate of
6reservation of any name not prohibited by Section 15901.08.end insert
If
7the Secretary of State finds that the name is available for use by
8the applicant, the Secretary of State shall issue a certificate of name
9reservation and thereby reserve the name for the exclusive use of
10the applicant for 60 days.

11(c) An applicant that has reserved a name pursuant to subdivision
12(b) may reserve the same name for an additional 60-day period.
13The Secretary of State shall not issue a certificate reserving the
14same name for two or more consecutive 60-day periods to the same
15applicant or for the use or benefit of the same person.

16(d) A person that has reserved a name under this section may
17transfer the reserved name to another person, effective upon
18delivery to the Secretary of State of a notice of transfer that states
19the reserved namebegin delete,end deletebegin insert andend insert the name and address of the person to
20which the reservation is to be transferredbegin delete, and the paragraph of
21subdivision (a) which applies to the other personend delete
.

22

SEC. 22.  

Section 15901.16 of the Corporations Code is
23amended to read:

24

15901.16.  

(a) In addition to Chapter 4 (commencing with
25Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure,
26process may be served upon limited partnerships and foreign
27limited partnerships as provided in this section.

28(b) Personal service of a copy of any process against the limited
29partnership or the foreign limited partnership will constitute valid
30service on the limited partnership if delivered either (1) to any
31individual designated by it as agent or, if a limited partnership, to
32any general partner or (2) if the designated agent or, if a limited
33partnership, general partner is a corporation, to any person named
34in the latest certificate of the corporate agent filed pursuant to
35Section 1505 of the Corporations Code at the office of the corporate
36agent or to any officer of the general partner, shall constitute valid
37service on the limited partnership or the foreign limited partnership.
38No change in the address of the agent for service of process where
39the agent is an individual or appointment of a new agent for service
40of process shall be effective (1) for a limited partnership until an
P23   1amendment to the certificate of limited partnership is filed or (2)
2for a foreign limited partnership until an amendment to the
3application for registration is filed. In the case of a foreign limited
4partnership that has appointed the Secretary of State as agent for
5service of process by reason of subdivision (b) of Section 15909.07,
6process shall be delivered by hand to the Secretary of State, or to
7any person employed in the capacity of assistant or deputy, which
8shall be one copy of the process for each defendant to be served,
9together with a copy of the court order authorizing the service and
10the fee therefor. The order shall include and set forth an address
11to which the process shall be sent by the Secretary of State.

12(c) (1) If an agent for service of process has resigned and has
13not been replaced or if the agent designated cannot with reasonable
14diligence be found at the address designated for personal delivery
15of the process, and it is shown by affidavit to the satisfaction of
16the court that process against a limited partnership or foreign
17limited partnership cannot be served with reasonable diligence
18upon the designated agent or, if a foreign limited partnership, upon
19any general partner by hand in the manner provided in Section
20415.10, subdivision (a) of Section 415.20, or subdivision (a) of
21Section 415.30 of the Code of Civil Procedure, the court may make
22an order that the service shall be made upon a domestic limited
23partnership which has filed a certificate or upon a foreign limited
24partnership which has a certificate of registration to transact
25business in this state by delivering by hand to the Secretary of
26State, or to any person employed in the Secretary of State’s office
27in the capacity of assistant or deputy, one copy of the process for
28each defendant to be served, together with a copy of the order
29authorizing the service. Service in this manner shall be deemed
30complete on the 10th day after delivery of the process to the
31Secretary of State.

32(2) Upon receipt of any such copy of process and the fee
33therefor, the Secretary of State shall give notice of the service of
34the process to the limited partnership or foreign limited partnership,
35at its principal office, by forwarding to that office, by registered
36mail with request for return receipt, the copy of the process.

37(3) The Secretary of State shall keep a record of all process
38served upon the Secretary of State under this chapter and shall
39record therein the time of service and the Secretary of State’s action
40with reference thereto. A certificate under the Secretary of State’s
P24   1official seal, certifying to the receipt of process, the giving of notice
2thereof to the limited partnership or foreign limited partnership,
3and the forwarding of the process pursuant to this section, shall
4be competent and prima facie evidence of the matters stated therein.

5(d) (1) The certificate of a limited partnership and the
6application for a certificate of registration of a foreign limited
7partnership shall designate, as the agent for service of process, an
8individual residing in this state or a corporation which has complied
9with Section 1505 of the Corporations Code and whose capacity
10to act as an agent has not terminated. If an individual is designated,
11the statement shall set forth that person’s complete business or
12residence street address in this state. If a corporate agent is
13designated, no address for it shall be set forth.

14(2) An agent designated for service of process maybegin delete file with the
15Secretary of Stateend delete
begin insert deliver to the Secretary of State, on a form
16prescribed by the Secretary of State for filing,end insert
a signed and
17acknowledged written statement of resignation asbegin delete an agentend deletebegin insert agent
18for service of process containing the name of the limited
19partnership, the Secretary of State’s file number for the limited
20partnership, the name of the resigning agent for service of process,
21and a statement that the agent is resigningend insert
. Thereupon the authority
22of the agent to act in that capacity shall cease and the Secretary of
23State forthwith shallbegin delete giveend deletebegin insert mail or otherwise provideend insert written notice
24of the filing of thebegin delete certificateend deletebegin insert statementend insert of resignationbegin delete by mailend delete to
25the limited partnership or foreign limited partnershipbegin delete addressed toend delete
26begin insert atend insert its designated office.

begin insert

27(3) The resignation of an agent may be effective if, on a form
28prescribed by the Secretary of State containing the name of the
29limited partnership, the Secretary of State’s file number for the
30limited partnership, and the name of the agent for service of
31process, the agent disclaims having been properly appointed as
32the agent.

end insert
begin insert

33(4) The Secretary of State may destroy or otherwise dispose of
34any statement of resignation filed pursuant to this section after an
35amended certificate of limited partnership or amended foreign
36limited partnership registration is filed pursuant to Section
3715902.02 or 15909.06 replacing the agent for service of process
38that has resigned.

end insert
begin delete

39(3)

end delete

P25   1begin insert(5)end insert If an individual who has been designated agent for service
2of process dies or resigns or no longer resides in the state or if the
3corporate agent for that purpose, resigns, dissolves, withdraws
4from the state, forfeits its right to transact intrastate business, has
5its corporate rights, powers and privileges suspended or ceases to
6exist, (A) the limited partnership shall promptly file an amendment
7to the certificate designating a new agent or (B) the foreign limited
8partnership shall promptly file an amendment to the application
9for registration.

10(e) In addition to any other discovery rights which may exist,
11in any case pending in a California court having jurisdiction in
12which a party seeks records from a partnership formed under this
13chapter, whether or not the partnership is a party, the court shall
14have the power to order the production in California of the books
15and records of the partnership on the terms and conditions that the
16court deems appropriate.

17

SEC. 23.  

Section 15902.01 of the Corporations Code is
18amended to read:

19

15902.01.  

(a) In order for a limited partnership to be formed,
20a certificate of limited partnership must be filed with and on a form
21prescribed by the Secretary of State and, either before or after the
22filing of a certificate of limited partnership, the partners shall have
23entered into a partnership agreement. The certificate must state:

24(1) the name of the limited partnership, which shall comply with
25Section 15901.08;

26(2) the street address of the initial designated office;

27(3) the name and street address of the initial agent for service
28of process in accordance with paragraph (1) of subdivision (d) of
29Section 15901.16;

30(4) the name and the address of each general partner; and

31(5) the mailing address of the limited partnership, if different
32from the address of the initial designated office.

33(b) A certificate of limited partnership may also contain any
34other matters but may not vary or otherwise affect the provisions
35specified in subdivision (b) of Section 15901.10 in a manner
36inconsistent with that section.

37(c) begin deleteSubject to subdivision (c) of Section 15902.06 a end deletebegin insertA end insertlimited
38partnership is formed when the Secretary of State files the
39certificate of limited partnership.

P26   1(d) Subject to subdivision (b), if any provision of a partnership
2agreement is inconsistent with the filed certificate of limited
3partnership or with a filed certificate of dissociation, cancellation,
4or amendment or filed certificate of conversion or merger:

5(1) the partnership agreement prevails as to partners and
6transferees; and

7(2) the filed certificate of limited partnership, certificate of
8dissociation, cancellation, or amendment or filed certificate of
9conversion or merger prevails as to persons, other than partners
10and transferees, that reasonably rely on the filed record to their
11detriment.

12(e) A limited partnership may record in the office of the county
13recorder of any county in this state a certified copy of the certificate
14of limited partnership, or any amendment thereto, which has been
15filed by the Secretary of State. A foreign limited partnership may
16record in the office of the county recorder of any county in the
17state a certified copy of the application for registration to transact
18business, together with the certificate of registration, referred to
19in Section 15909.02, or any amendment thereto, which has been
20filed by the Secretary of State. The recording shall create a
21conclusive presumption in favor of any bona fide purchaser or
22encumbrancer for value of the partnership real property located in
23the county in which the certified copy has been recorded, that the
24persons named as general partners therein are the general partners
25of the partnership named and that they are all of the general
26partners of the partnership.

27(f) The Secretary of State may cancel the filing of certificates
28of limited partnership if a check or other remittance accepted in
29payment of the filing fee is not paid upon presentation. For partners
30and transferees, the partnership agreement is paramount. Upon
31receiving written notification that the item presented for payment
32has not been honored for payment, the Secretary of State shall give
33a first written notice of the applicability of this section to the agent
34for service of process or to the person submitting the instrument.
35Thereafter, if the amount has not been paid by cashier’s check or
36equivalent, the Secretary of State shall give a second written notice
37of cancellation and the cancellation shall thereupon be effective.
38The second notice shall be given 20 days or more after the first
39notice and 90 days or less after the original filing.

P27   1(g) The Secretary of State shall include with instructional
2materials, provided in conjunction with the form for filing a
3certificate of limited partnership under subdivision (a), a notice
4that the filing of the certificate of limited partnership will obligate
5the limited partnership to pay an annual tax for that taxable year
6to the Franchise Tax Board pursuant to Section 17935 of the
7Revenue and Taxation Code. That notice shall be updated annually
8to specify the dollar amount of the annual tax.

9

SEC. 24.  

Section 15902.04 of the Corporations Code is
10amended to read:

11

15902.04.  

(a) Each record delivered to the Secretary of State
12for filing pursuant to this chapter must be signed in the following
13manner:

14(1) An initial certificate of limited partnership must be signed
15by all general partners listed in the certificate.

16(2) An amendment designating as general partner a person
17admitted under paragraph (2) of subdivision (c) of Section
1815908.01 following the dissociation of a limited partnership’s last
19general partner must be signed by that person.

20(3) An amendment required by subdivision (c) of Section
2115908.03 following the appointment of a person to wind up the
22dissolved limited partnership’s activities must be signed by that
23person.

24(4) Any other amendment must be signed by:

25(A) at least one general partner listed in the certificate of limited
26partnership;

27(B) each other person designated in the amendment as a new
28general partner; and

29(C) each person that the amendment indicates has dissociated
30as a general partner, unless:

31(i) the person is deceased or a guardian or general conservator
32has been appointed for the person and the amendment so states;
33or

34(ii) the person has previously delivered to the Secretary of State
35for filing a certificate of dissociation.

36(5) A restated certificate of limited partnership must be signed
37by at least one general partner listed in the certificate, and, to the
38extent the restated certificate effects a change under any other
39paragraph of this subdivision, the restated certificate must be signed
40in a manner that satisfies that paragraph.

P28   1(6) A certificate of cancellation must be signed by all general
2partners listed in the certificate of limited partnership or, if the
3certificate of limited partnership of a dissolved limited partnership
4lists no general partners, by the person appointed pursuant to
5subdivisions (c) or (d) of Section 15908.03 to wind up the dissolved
6limited partnership’s activities.

7(7)  Certificates of conversion must be signed as provided in
8subdivision (b) of Section 15911.06.

9(8)  Certificates of merger must be signed as provided in
10subdivision (a) of Section 15911.14.

begin insert

11(9) A certificate of correction shall be executed in the same
12manner in which the record being corrected was required to be
13executed.

end insert
begin delete

14(9)

end delete

15begin insert(10)end insert Any other record delivered on behalf of a limited
16partnership to the Secretary of State for filing must be signed by
17at least one general partner listed in the certificate of limited
18partnership.

begin delete

19(10)

end delete

20begin insert(11)end insert A certificate of dissociation by a person pursuant to
21paragraph (4) of subdivision (a) of Section 15906.05 stating that
22the person has dissociated as a general partner must be signed by
23that person.

begin delete

24(11)

end delete

25begin insert(12)end insert A certificate of withdrawal by a person pursuant to Section
2615903.06 must be signed by that person.

begin delete

27(12)

end delete

28begin insert(13)end insert A record delivered on behalf of a foreign limited partnership
29to the Secretary of State for filing must be signed by at least one
30general partner of the foreign limited partnership.

begin delete

31(13)

end delete

32begin insert(14)end insert Any other record delivered on behalf of any person to the
33Secretary of State for filing must be signed by that person.

34(b) Any person may sign by an attorney in fact any record to
35be filed pursuant to this chapter.

36(c) The Secretary of State shall not be required to verify that
37the person withdrawing or dissociating was ever actually named
38in an official filing as a general or limited partner.

39

SEC. 25.  

Section 15902.07 of the Corporations Code is
40amended to read:

P29   1

15902.07.  

(a) A limited partnership or foreign limited
2partnership may deliver to and on a form prescribed by the
3Secretary of State for filing a certificate of correctionbegin insert containing
4the name of the limited partnership or foreign limited partnership
5and the Secretary of State’s file number for the limited partnership
6or foreign limited partnershipend insert
to correct a record previously
7delivered by the limited partnership or foreign limited partnership
8to the Secretary of State and filed by the Secretary of State, if at
9the time of filing the record contained false or erroneous
10information or was defectively signed.

11(b) A certificate of correction may not state a delayed effective
12date and must:

13(1) describe the record to be corrected, including its filing date
14and file number;

15(2) specify the incorrect information and the reason it is incorrect
16or the manner in which the signing was defective; and

17(3) correct the incorrect information or defective signature.

18(c) When filed by the Secretary of State, a certificate of
19correction is effective retroactively as of the effective date of the
20record the certificate corrects, but the certificate is effective when
21filed:

22(1) for the purposes of subdivisions (c) and (d) of Section
2315901.03; and

24(2) as to persons relying on the uncorrected record and adversely
25affected by the correction.

26

SEC. 26.  

Section 15903.06 of the Corporations Code is
27amended to read:

28

15903.06.  

(a) Except as otherwise provided in subdivision (b),
29a person that makes an investment in a business enterprise and
30erroneously but in good faith believes that the person has become
31a limited partner in the enterprise is not liable for the enterprise’s
32obligations by reason of making the investment, receiving
33distributions from the enterprise, or exercising any rights of or
34appropriate to a limited partner, if, on ascertaining the mistake,
35the person:

36(1) causes an appropriate certificate of limited partnership,
37amendment, or certificate of correction to be signed and delivered
38to the Secretary of State for filing; or

39(2) withdraws from future participation as an owner in the
40enterprise by signing and delivering to and on a form prescribed
P30   1by the Secretary of State for filing a certificate of withdrawal
2begin insert containing the name and the Secretary of State’s file number of
3the limited partnershipend insert
under this section.

4(b) A person that makes an investment described in subdivision
5(a) is liable to the same extent as a general partner to any third
6party that enters into a transaction with the enterprise, believing
7in good faith that the person is a general partner, before the
8Secretary of State files a certificate of withdrawal, certificate of
9limited partnership, amendment, or certificate of correction to
10show that the person is not a general partner.

11(c) If a person makes a diligent effort in good faith to comply
12with paragraph (1) of subdivision (a) and is unable to cause the
13appropriate certificate of limited partnership, amendment, or
14certificate of correction to be signed and delivered to the Secretary
15of State for filing, the person has the right to withdraw from the
16enterprise pursuant to paragraph (2) of subdivision (a) even if the
17withdrawal would otherwise breach an agreement with others that
18are or have agreed to become co-owners of the enterprise.

19

SEC. 27.  

Section 15906.05 of the Corporations Code is
20amended to read:

21

15906.05.  

(a) Upon a person’s dissociation as a general partner
22begin insert all of the following applyend insert:

23(1) begin deletethe end deletebegin insertThe end insertperson’s right to participate as a general partner in
24the management and conduct of the partnership’s activities
25begin delete terminates;end deletebegin insert terminates.end insert

26(2)  begin deletethe end delete begin insertThe end insertperson’s duty of loyalty as a general partner under
27paragraph (3) of subdivision (b) of Section 15904.08begin delete terminates;end delete
28begin insert terminates.end insert

29(3) begin deletethe end deletebegin insertThe end insertperson’s duty of loyalty as a general partner under
30paragraphs (1) and (2) of subdivision (b) of Section 15904.08 and
31duty of care under subdivision (c) of Section 15904.08 continue
32only with regard to matters arising and events occurring before
33the person’s dissociation as a generalbegin delete partner;end deletebegin insert partner.end insert

34(4) begin deletethe end deletebegin insertThe end insertperson may sign and deliver to the Secretary of State
35forbegin delete filing ,end deletebegin insert filingend insert on a form prescribed by the Secretary of State
36begin insert containing the name and the Secretary of State’s file number of
37the limited partnershipend insert
, a certificate of dissociation pertaining to
38the person and, at the request of the limited partnership, shall sign
39an amendment to the certificate of limited partnership which states
40that the person has dissociatedbegin delete; andend deletebegin insert.end insert

P31   1(5) begin deletesubject end deletebegin insertSubject end insertto Section 15907.04 and Article 11
2(commencing with Section 15911.01), any transferable interest
3owned by the person immediately before dissociation in the
4person’s capacity as a general partner is owned by the person as
5a mere transferee.

6(b) A person’s dissociation as a general partner does not of itself
7discharge the person from any obligation to the limited partnership
8or the other partners which the person incurred while a general
9 partner.

10

SEC. 28.  

Section 15909.06 of the Corporations Code is
11amended to read:

12

15909.06.  

If any statement in the application for registration
13of a foreign limited partnership was false when made or any
14statements made have become erroneous, the foreign limited
15partnership shall promptly deliver to, and on a form prescribed by,
16the Secretary of State an amendment to the application for
17registrationbegin insert containing the name and the Secretary of State’s file
18number of the foreign limited partnershipend insert
signed and acknowledged
19by the general partner amending the statement.begin insert If a foreign limited
20partnership delivers an amendment changing the name of the
21foreign limited partnership in its jurisdiction of organization,
22 annexed to the amendment to the application for registration shall
23be a certificate from an authorized public official of the foreign
24limited partnership’s jurisdiction of organization to the effect that
25the foreign limited partnership is in good standing and that the
26change of name was made in accordance with the laws of that
27jurisdiction, if the laws of that jurisdiction permit the issuance of
28those certificates, or, in the alternative, a statement by the foreign
29limited partnership that the laws of its jurisdiction of organization
30do not permit the issuance of those certificates. Unless the
31Secretary of State determines that the amendment to the application
32changing the name or alternate name of a foreign limited
33partnership does not comply with the filing requirements of this
34chapter, the Secretary of State, upon payment of all requisite fees,
35shall file the amended application and shall issue to the foreign
36limited partnership a new certificate of registration stating the
37date of filing of the amendment to the application changing the
38name and that the foreign limited partnership is qualified to
39transact intrastate business, subject to any licensing requirements
40otherwise imposed by the laws of this state.end insert

P32   1

SEC. 29.  

Section 15909.07 of the Corporations Code is
2amended to read:

3

15909.07.  

(a) In order to cancel its certificate of registration
4to transact business in this state, a foreign limited partnership must
5deliver to and on a form prescribed by the Secretary of State for
6 filing a certificate of cancellationbegin insert containing the name and the
7Secretary of State’s file number of the foreign limited partnershipend insert

8 signed and acknowledged by a general partner of the foreign
9limited partnership. The registration is canceled when the certificate
10becomes effective under Section 15902.06.

11(b) A foreign limited partnership transacting business in this
12state may not maintain an action or proceeding in this state unless
13it has a certificate of registration to transact business in this state.

14(c) Any foreign limited partnership that transacts intrastate
15business in this state without registration is subject to a penalty of
16twenty dollars ($20) for each day that the unauthorized intrastate
17business is transacted, up to a maximum of ten thousand dollars
18($10,000). An action to recover this penalty may be brought, and
19any recovery shall be paid, as provided in Section 2258.

20(d) The failure of a foreign limited partnership to have a
21certificate of registration to transact business in this state does not
22impair the validity of a contract or act of the foreign limited
23partnership or prevent the foreign limited partnership from
24defending an action or proceeding in this state.

25(e) A partner of a foreign limited partnership is not liable for
26the obligations of the foreign limited partnership solely by reason
27of the foreign limited partnership’s having transacted business in
28this state without a certificate of registration.

29(f) If a foreign limited partnership transacts business in this state
30without a certificate of registration or cancels its certificate of
31registration, it appoints the Secretary of State as its agent for service
32of process for rights of action arising out of the transaction of
33business in this state.

34

SEC. 30.  

Section 15911.06 of the Corporations Code is
35amended to read:

36

15911.06.  

(a) Upon conversion of a limited partnership, one
37of the following applies:

38(1) If the limited partnership is converting into a domestic
39limited liability company, a statement of conversion shall be
P33   1completed on the articles of organization for the converted entity
2and shall be filed with the Secretary of State.

3(2) If the limited partnership is converting into a domestic
4partnership, a statement of conversion shall be completed on the
5statement of partnership authority for the converted entity. If no
6statement of partnership authority is filed, a certificate of
7conversion shall be filed separately with the Secretary of State.

8(3) If the limited partnership is converting into a domestic
9corporation, a statement of conversion shall be completed on the
10articles of incorporation for the converted entity and shall be filed
11with the Secretary of State.

12(4) If the limited partnership is converting to a foreign limited
13partnership or foreign other business entity, a certificate of
14conversion shall be filed with the Secretary of State.

15(b) Any certificate or statement of conversion shall be executed
16and acknowledged by all generalbegin delete partners, unless a lesser number
17is provided in the certificate of limited partnership,end delete
begin insert partnersend insert and
18shall set forth all of the following:

19(1) The name and the Secretary of State’s file number of the
20converting limited partnership.

21(2) A statement that the principal terms of the plan of conversion
22were approved by a vote of the partners, that equaled or exceeded
23the vote required under Section 15911.03, specifying each class
24entitled to vote and the percentage vote required of each class.

25(3) The form of organization of the converted entity.

26(4) Thebegin delete mailingend deletebegin insert streetend insert address of the converted entity’s agent
27for service of process andbegin insert the mailing address ofend insert the chief executive
28office of the converted entity.begin insert If a corporation that has complied
29with Section 1505 is designated as the agent, no address for it
30shall be set forth.end insert

31(c) The filing with the Secretary of State of a certificate of
32conversion or a statement of partnership authority, articles of
33organization, or articles of incorporation containing a statement
34of conversion as set forth in subdivision (a) shall have the effect
35of the filing of a certificate of cancellation by the converting limited
36partnership, and no converting limited partnership that has made
37the filing is required to file a certificate of cancellation under
38Section 15902.03 as a result of that conversion.

39

SEC. 31.  

Section 16309 of the Corporations Code is amended
40to read:

P34   1

16309.  

(a) The statement of partnership authority may
2designate an agent for service of process. The agent may be an
3individual residing in this state or a corporation that has complied
4with Section 1505 and whose capacity to act as an agent has not
5terminated. If an individual is designated, the statement shall
6include that person’s complete business or residence street address
7in this state. If a corporate agent is designated, no address for that
8agent shall be set forth.

9(b) An agent designated for service of process maybegin delete file with the
10Secretary of Stateend delete
begin insert deliver to the Secretary of State for filing, on a
11 form prescribed by the Secretary of State,end insert
a signed and
12acknowledged written statement of resignation as an agentbegin insert for
13service of process containing the name and the Secretary of State’s
14file number of the partnershipend insert
. On filing of the statement of
15resignation, the authority of the agent to act in that capacity shall
16cease and the Secretary of State shallbegin delete giveend deletebegin insert mail or otherwise
17provideend insert
written notice of the filing of the statement of resignation
18begin delete by mailend delete to the partnershipbegin delete, addressed toend deletebegin insert atend insert its principal executive
19office.

begin insert

20(c) The resignation of an agent may be effective if, on a form
21prescribed by the Secretary of State containing the name and the
22Secretary of State’s file number for the partnership and the name
23of the agent for service of process, the agent disclaims having been
24properly appointed as the agent.

end insert
begin delete

25(c)

end delete

26begin insert(d)end insert If an individual who has been designated agent for service
27of process dies or resigns or no longer resides in the state, or if the
28 corporate agent for that purpose resigns, dissolves, withdraws from
29the state, forfeits its right to transact intrastate business, has its
30corporate rights, powers, and privileges suspended, or ceases to
31exist, the partnership or foreign partnership shall promptly file an
32amended statement of partnership authority, designating a new
33agent.

begin insert

34(e) The Secretary of State may destroy or otherwise dispose of
35any statement of resignation filed pursuant to this section after a
36new statement of partnership authority is filed pursuant to Section
3716303 replacing the agent for service of process that has resigned.

end insert
38

SEC. 32.  

Section 16906 of the Corporations Code is amended
39to read:

P35   1

16906.  

(a) If the converting partnership has filed a statement
2of partnership authority under Section 16303 that is effective at
3the time of the conversion, then upon conversion to a domestic
4limited partnership, limited liability company, or corporation, the
5certificate of limited partnership, articles of organization, or articles
6of incorporation filed by the converted entity, as applicable, shall
7contain a statement of conversion, in that form as may be
8prescribed by the Secretary of State. If the converting partnership
9has not filed a statement of partnership authority under Section
1016303 that is effective at the time of the conversion, upon
11conversion to a domestic limited partnership, limited liability
12company, or corporation, the converted entity may, but is not
13required to file, on its certificate of limited partnership, articles of
14organization, or articles of incorporation, a statement of conversion.
15A statement of conversion shall set forth all of the following:

16(1) The name and the Secretary of State’s file number, if any,
17of the converting partnership.

18(2) A statement that the principal terms of the plan of conversion
19were approved by a vote of the partners, which equaled or exceeded
20the vote required under Section 16903.

begin insert

21(3) The name and street address of the partnership’s agent for
22service of process. If a corporation qualified under Section 1505
23is designated, no address for it shall be set forth.

end insert

24(b) A partnership converting to a foreign other business entity
25that has filed a statement of partnership authority under Section
2616303 that is effective at the time of conversion may file a
27certificate of conversion with the Secretary of State. The certificate
28of conversion shall contain the following:

29(1) The names of the converting partnership and the converted
30entity.

31(2) The street address of the converted entity’s chief executive
32office and of an office in this state, if any.

33(3) The form of organization of the converted entity.

begin insert

34(4) The name, street address, and mailing address of the
35partnership’s agent for service of process. If a corporation
36qualified under Section 1505 is designated as the agent, no address
37for it shall be set forth.

end insert

38(c) The filing with the Secretary of State of a certificate of
39limited partnership, articles of organization, or articles of
40incorporation containing a statement of conversion as set forth in
P36   1subdivision (a) or a certificate of conversion filed pursuant to
2subdivision (b) shall have the effect of the filing of a cancellation
3by the converting partnership of any statement of partnership
4authority filed by it.

5

SEC. 33.  

Section 16915 of the Corporations Code is amended
6to read:

7

16915.  

(a) In a merger involving a domestic partnership, in
8which another partnership or a foreign other business entity is a
9party, but in which no other domestic other business entity is a
10party, the surviving partnership or surviving foreign other business
11entity may file with the Secretary of State a statement that one or
12more partnerships have merged into the surviving partnership or
13surviving foreign other business entity, or that one or more
14partnerships or foreign other business entities have merged into
15the surviving domestic partnership. A statement of merger shall
16contain the following:

17(1) The name of each partnership or foreign other business entity
18that is a party to the merger.

19(2) The name of the surviving entity into which the other
20partnerships or foreign other business entities were merged.

21(3) The street address of the surviving entity’s chief executive
22office and of an office in this state, if any.

23(4) Whether the surviving entity is a partnership or a foreign
24other business entity, specifying the type of the entity.

25(b) In a merger involving a domestic partnership in which a
26domestic other business entity is also a party, after approval of the
27merger by the constituent partnerships and any constituent other
28business entities, the constituent partnerships and constituent other
29business entities shall file a certificate of merger in the office of,
30and on a form prescribed by, the Secretary of State, but if the
31surviving entity is a domestic corporation or a foreign corporation
32in a merger in which a domestic corporation is a constituent party,
33the surviving corporation shall file in the office of the Secretary
34of State a copy of the agreement of merger and attachments
35required under paragraph (1) of subdivision (g) of Section 1113.
36The certificate of merger shall be executed and acknowledged by
37each domestic constituent partnership by two partners (unless a
38lesser number is provided in the partnership agreement) and by
39each foreign constituent partnership by one or more partners, and
40by each constituent other business entity by those persons required
P37   1to execute the certificate of merger by the laws under which the
2constituent other business entity is organized. The certificate of
3merger shall set forth all of the following:

4(1) The names and the Secretary of State’s file numbers, if any,
5of each of the constituent partnerships and constituent other
6business entities, separately identifying the disappearing
7partnerships and disappearing other business entities and the
8surviving partnership or surviving other business entity.

9(2) If a vote of the partners was required under Section 16911,
10a statement that the principal terms of the agreement of merger
11were approved by a vote of the partners, which equaled or exceeded
12the vote required.

13(3) If the surviving entity is a domestic partnership and not an
14other business entity, any change to the information set forth in
15any filed statement of partnership authority of the surviving
16partnership resulting from the merger, including any change in the
17name of the surviving partnership resulting from the merger. The
18filing of a certificate of merger setting forth any changes to any
19filed statement of partnership authority of the surviving partnership
20shall have the effect of the filing of a certificate of amendment of
21the statement of partnership authority by the surviving partnership,
22and the surviving partnership need not file a certificate of
23amendment under Sectionbegin delete 16015end deletebegin insert 16105end insert to reflect those changes.

24(4) The future effective date or time (which shall be a date or
25time certain not more than 90 days subsequent to the date of filing)
26of the merger, if the merger is not to be effective upon the filing
27of the certificate of merger with the office of the Secretary of State.

28(5) If the surviving entity is an other business entity or a foreign
29partnership, the full name, type of entity, legal jurisdiction in which
30the entity was organized and by whose laws its internal affairs are
31 governed, and the address of the principal place of business of the
32entity.

33(6) Any other information required to be stated in the certificate
34of merger by the laws under which each constituent other business
35entity is organized.

36(c) A statement of merger or a certificate of merger, as is
37applicable under subdivision (a) or (b), shall have the effect of the
38filing of a cancellation for each disappearing partnership of any
39statement of partnership authority filed by itbegin insert, and shall have the
P38   1effect of filing the notice of cessation required by Section 16954
2or 16960, if applicableend insert
.

3

SEC. 34.  

Section 16953 of the Corporations Code is amended
4to read:

5

16953.  

(a) To become a registered limited liability partnership,
6a partnership, other than a limited partnership, shall file with the
7Secretary of State a registration, executed by one or more partners
8authorized to execute a registration, stating all of the following:

9(1) The name of the partnership.

10(2) The street address of its principal office.

11(3) The mailing address of its principal office, if different from
12the street address.

13(4) The name and street address of the agent for service of
14process on the limited liability partnership in California in
15accordance with subdivision (a) of Section 16309.

16(5) A brief statement of the business in which the partnership
17engages.

18(6) Any other matters that the partnership determines to include.

19(7) That the partnership is registering as a registered limited
20liability partnership.

21(b) The registration shall be accompanied by a fee as set forth
22in subdivision (a) of Section 12189 of the Government Code.

23(c) The Secretary of State shall register as a registered limited
24liability partnership any partnership that submits a completed
25registration with the required fee.

26(d) The Secretary of State may cancel the filing of the
27registration if a check or other remittance accepted in payment of
28the filing fee is not paid upon presentation. Upon receiving written
29notification that the item presented for payment has not been
30honored for payment, the Secretary of State shall give a first written
31notice of the applicability of this section to the agent for service
32of process or to the person submitting the instrument. Thereafter,
33if the amount has not been paid by cashier’s check or equivalent,
34the Secretary of State shall give a second written notice of
35cancellation and the cancellation shall thereupon be effective. The
36second notice shall be given 20 days or more after the first notice
37and 90 days or less after the date of the original filing.

38(e) A partnership becomes a registered limited liability
39partnership at the time of the filing of the initial registration with
40the Secretary of State or at any later date or time specified in the
P39   1registration and the payment of the fee required by subdivision
2 (b). A partnership continues as a registered limited liability
3partnership until a notice that it is no longer a registered limited
4liability partnership has been filed pursuant to subdivision (b) of
5Section 16954 or, if applicable, until it has been dissolved and
6finally wound up. The status of a partnership as a registered limited
7liability partnership and the liability of a partner of the registered
8limited liability partnership shall not be adversely affected by
9errors or subsequent changes in the information stated in a
10registration under subdivision (a) or an amended registration or
11notice under Section 16954.

12(f) The fact that a registration or amended registration pursuant
13to this section is on file with the Secretary of State is notice that
14the partnership is a registered limited liability partnership and of
15those other facts contained therein that are required to be set forth
16in the registration or amended registration.

17(g) The Secretary of State shall provide a form for a registration
18under subdivision (a), which shall include the form for confirming
19compliance with the optional security requirement pursuant to
20subdivision (c) of Section 16956. The Secretary of State shall
21include with instructional materials provided in conjunction with
22the form for a registration under subdivision (a) a notice that filing
23the registration will obligate the limited liability partnership to pay
24an annual tax for that taxable year to the Franchise Tax Board
25pursuant to Section 17948 of the Revenue and Taxation Code.
26That notice shall be updated annually to specify the dollar amount
27of the tax.

28(h) A limited liability partnership providing professional limited
29liability partnership services in this state shall comply with all
30statutory and administrative registration or filing requirements of
31the state board, commission, or other agency that prescribes the
32rules and regulations governing the particular profession in which
33the partnership proposes to engage, pursuant to the applicable
34provisions of the Business and Professions Code relating to that
35profession. The state board, commission, or other agency shall not
36disclose, unless compelled by a subpoena or other order of a court
37of competent jurisdiction, any information it receives in the course
38of evaluating the compliance of a limited liability partnership with
39applicable statutory and administrative registration or filing
40requirements, provided that nothing in this section shall be
P40   1construed to prevent a state board, commission, or other agency
2from disclosing the manner in which the limited liability
3partnership has complied with the requirements of Section 16956,
4or the compliance or noncompliance by the limited liability
5partnership with any other requirements of the state board,
6commission, or other agency.

begin insert

7(i) An agent designated for service of process may deliver to
8the Secretary of State, on a form prescribed by the Secretary of
9State for filing, a signed and acknowledged written statement of
10resignation as an agent for service of process containing the name
11and the Secretary of State’s file number of the limited liability
12partnership, the name of the resigning agent for service of process,
13and a statement that the agent is resigning. On filing of the
14statement of resignation, the authority of the agent to act in that
15capacity shall cease and the Secretary of State shall mail or
16otherwise provide written notice of the filing of the statement of
17resignation to the limited liability partnership at its principal office.

end insert
begin insert

18(j) The resignation of an agent may be effective if, on a form
19prescribed by the Secretary of State containing the name and
20Secretary of State’s file number for the limited liability partnership
21and the name of the agent for service of process, the agent
22disclaims having been properly appointed as the agent.

end insert
begin insert

23(k) If an individual who has been designated agent for service
24of process dies, resigns, or no longer resides in the state or if the
25corporate agent for that purpose resigns, dissolves, withdraws
26from the state, forfeits its right to transact intrastate business, has
27its corporate rights, powers, and privileges suspended, or ceases
28to exist, the limited liability partnership shall promptly file an
29amended registration as a limited liability partnership designating
30a new agent.

end insert
begin insert

31(l) The Secretary of State may destroy or otherwise dispose of
32any statement of resignation filed pursuant to this section after a
33new registration is filed pursuant to this section replacing the
34agent for service of process that has resigned.

end insert
35

SEC. 35.  

Section 16959 of the Corporations Code, as amended
36by Section 43 of Chapter 494 of the Statutes of 2012, is amended
37to read:

38

16959.  

(a) (1) Before transacting intrastate business in this
39state, a foreign limited liability partnership shall comply with all
40statutory and administrative registration or filing requirements of
P41   1the state board, commission, or agency that prescribes the rules
2and regulations governing a particular profession in which the
3partnership proposes to be engaged, pursuant to the applicable
4provisions of the Business and Professions Code relating to the
5profession or applicable rules adopted by the governing board. A
6foreign limited liability partnership that transacts intrastate business
7in this state shall within 30 days after the effective date of the act
8enacting this section or the date on which the foreign limited
9liability partnership first transacts intrastate business in this state,
10whichever is later, register with the Secretary of State by submitting
11to the Secretary of State an application for registration as a foreign
12limited liability partnership, signed by a person with authority to
13do so under the laws of the jurisdiction of formation of the foreign
14limited liability partnership, stating the name of the partnership,
15the street address of its principal office, the mailing address of the
16principal office if different from the street address, the name and
17street address of its agent for service of process in this state in
18accordance with subdivision (a) of Section 16309, a brief statement
19of the business in which the partnership engages, and any other
20matters that the partnership determines to include.

21(2) Annexed to the application for registration shall be a
22certificate from an authorized public official of the foreign limited
23liability partnership’s jurisdiction of organization to the effect that
24the foreign limited liability partnership is in good standing in that
25jurisdiction, if the laws of that jurisdiction permit the issuance of
26those certificates, or, in the alternative, a statement by the foreign
27limited liability partnership that the laws of its jurisdiction of
28organization do not permit the issuance of those certificates.

29(b) The registration shall be accompanied by a fee as set forth
30in subdivision (b) of Section 12189 of the Government Code.

31(c) begin deleteThe Secretary of State shall register as a foreign limited
32liability partnership any partnership that submits a completed
33application for registration with the required fee. end delete
begin insertIf the Secretary
34of State finds that an application for registration conforms to law
35and all requisite fees have been paid, the Secretary of State shall
36issue a certificate of registration to transact intrastate business in
37this state.end insert

38(d) The Secretary of State may cancel the filing of the
39registration if a check or other remittance accepted in payment of
40the filing fee is not paid upon presentation. Upon receiving written
P42   1notification that the item presented for payment has not been
2honored for payment, the Secretary of State shall give a first written
3notice of the applicability of this section to the agent for service
4of process or to the person submitting the instrument. Thereafter,
5if the amount has not been paid by cashier’s check or equivalent,
6the Secretary of State shall give a second written notice of
7cancellation and the cancellation shall thereupon be effective. The
8second notice shall be given 20 days or more after the first notice
9and 90 days or less after the original filing.

10(e) A partnership becomes registered as a foreign limited liability
11partnership at the time of the filing of the initial registration with
12the Secretary of State or at any later date or time specified in the
13registration and the payment of the fee required by subdivision
14(b). A partnership continues to be registered as a foreign limited
15liability partnership until a notice that it is no longer so registered
16as a foreign limited liability partnership has been filed pursuant to
17Section 16960 or, if applicable, once it has been dissolved and
18finally wound up. The status of a partnership registered as a foreign
19limited liability partnership and the liability of a partner of that
20foreign limited liability partnership shall not be adversely affected
21by errors or subsequent changes in the information stated in an
22application for registration under subdivision (a) or an amended
23registration or notice under Section 16960.

24(f) The fact that a registration or amended registration pursuant
25to Section 16960 is on file with the Secretary of State is notice that
26the partnership is a foreign limited liability partnership and of those
27other facts contained therein that are required to be set forth in the
28registration or amended registration.

29(g) The Secretary of State shall provide a form for a registration
30under subdivision (a), which shall include the form for confirming
31compliance with the optional security requirement pursuant to
32subdivision (c) of Section 16956. The Secretary of State shall
33include with instructional materials, provided in conjunction with
34the form for registration under subdivision (a), a notice that filing
35the registration will obligate the limited liability partnership to pay
36an annual tax for that taxable year to the Franchise Tax Board
37pursuant to Section 17948 of the Revenue and Taxation Code.
38That notice shall be updated annually to specify the dollar amount
39of this tax.

P43   1(h) A foreign limited liability partnership transacting intrastate
2business in this state shall not maintain any action, suit, or
3proceeding in any court of this state until it has registered in this
4state pursuant to this section.

5(i) Any foreign limited liability partnership that transacts
6intrastate business in this state without registration is subject to a
7penalty of twenty dollars ($20) for each day that unauthorized
8intrastate business is transacted, up to a maximum of ten thousand
9dollars ($10,000).

10(j) A partner of a foreign limited liability partnership is not liable
11for the debts or obligations of the foreign limited liability
12partnership solely by reason of its having transacted business in
13this state without registration.

14(k) A foreign limited liability partnership, transacting business
15in this state without registration, appoints the Secretary of State
16as its agent for service of process with respect to causes of action
17arising out of the transaction of business in this state.

18(l) “Transact intrastate business” as used in this section means
19to repeatedly and successively provide professional limited liability
20partnership services in this state, other than in interstate or foreign
21commerce.

22(m) Without excluding other activities that may not be
23considered to be transacting intrastate business, a foreign limited
24liability partnership shall not be considered to be transacting
25intrastate business merely because its subsidiary or affiliate
26transacts intrastate business, or merely because of its status as any
27one or more of the following:

28(1) A shareholder of a domestic corporation.

29(2) A shareholder of a foreign corporation transacting intrastate
30business.

31(3) A limited partner of a foreign limited partnership transacting
32intrastate business.

33(4) A limited partner of a domestic limited partnership.

34(5) A member or manager of a foreign limited liability company
35transacting intrastate business.

36(6) A member or manager of a domestic limited liability
37company.

38(n) Without excluding other activities that may not be considered
39to be transacting intrastate business, a foreign limited liability
40partnership shall not be considered to be transacting intrastate
P44   1business within the meaning of this subdivision solely by reason
2of carrying on in this state any one or more of the following
3activities:

4(1) Maintaining or defending any action or suit or any
5administrative or arbitration proceeding, or effecting the settlement
6thereof or the settlement of claims or disputes.

7(2) Holding meetings of its partners or carrying on any other
8activities concerning its internal affairs.

9(3) Maintaining bank accounts.

10(4) Maintaining offices or agencies for the transfer, exchange,
11and registration of the foreign limited liability partnership’s
12securities or maintaining trustees or depositories with respect to
13those securities.

14(5) Effecting sales through independent contractors.

15(6) Soliciting or procuring orders, whether by mail or through
16employees or agents or otherwise, where those orders require
17acceptance without this state before becoming binding contracts.

18(7) Creating or acquiring evidences of debt or mortgages, liens,
19or security interest in real or personal property.

20(8) Securing or collecting debts or enforcing mortgages and
21security interests in property securing the debts.

22(9) Conducting an isolated transaction that is completed within
23180 days and not in the course of a number of repeated transactions
24of a like nature.

25(o) A person shall not be deemed to be transacting intrastate
26business in this state merely because of its status as a partner of a
27registered limited liability partnership or a foreign limited liability
28company whether or not registered to transact intrastate business
29in this state.

30(p) The Attorney General may bring an action to restrain a
31foreign limited liability partnership from transacting intrastate
32business in this state in violation of this chapter.

33(q) Nothing in this section is intended to, or shall, augment,
34diminish, or otherwise alter existing provisions of law, statutes,
35or court rules relating to services by a California architect,
36California public accountant, California engineer, California land
37surveyor, or California attorney in another jurisdiction, or services
38by an out-of-state architect, out-of-state public accountant,
39out-of-state engineer, out-of-state land surveyor, or out-of-state
40attorney in California.

begin insert

P45   1(r) An agent designated for service of process may deliver to
2the Secretary of State, on a form prescribed by the Secretary of
3State, a signed and acknowledged written statement of resignation
4as an agent for service of process containing the name and
5Secretary of State’s file number of the foreign limited liability
6partnership, the name of the resigning agent for service of process,
7and a statement that the agent is resigning. On filing of the
8statement of resignation, the authority of the agent to act in that
9capacity shall cease and the Secretary of State shall mail or
10otherwise provide written notice of the filing of the statement of
11resignation to the foreign limited liability partnership at its
12principal office.

end insert
begin insert

13(s) The resignation of an agent may be effective if, on a form
14prescribed by the Secretary of State containing the name and
15Secretary of State’s file number for the foreign limited liability
16partnership and the name of the agent for service of process, the
17agent disclaims having been properly appointed as the agent.

end insert
begin insert

18(t) If an individual who has been designated agent for service
19of process dies or resigns or no longer resides in the state, or if
20the corporate agent for that purpose resigns, dissolves, withdraws
21from the state, forfeits its right to transact intrastate business, has
22its corporate rights, powers, and privileges suspended, or ceases
23to exist, the foreign limited liability partnership shall promptly file
24an amended application for registration as a foreign limited
25liability partnership designating a new agent.

end insert
begin insert

26(u) The Secretary of State may destroy or otherwise dispose of
27any resignation filed pursuant to this section after a new
28application for registration as a foreign limited liability partnership
29is filed pursuant to this section replacing the agent for service of
30process that has resigned.

end insert
begin delete

31(r)

end delete

32begin insert(v)end insert This section shall remain in effect only until January 1, 2016,
33and as of that date is repealed, unless a later enacted statute, that
34is enacted before January 1, 2016, deletes or extends that date.

35

SEC. 36.  

Section 16959 of the Corporations Code, as amended
36by Section 44 of Chapter 494 of the Statutes of 2012, is amended
37to read:

38

16959.  

(a) (1) Before transacting intrastate business in this
39state, a foreign limited liability partnership shall comply with all
40statutory and administrative registration or filing requirements of
P46   1the state board, commission, or agency that prescribes the rules
2and regulations governing a particular profession in which the
3partnership proposes to be engaged, pursuant to the applicable
4provisions of the Business and Professions Code relating to the
5profession or applicable rules adopted by the governing board. A
6foreign limited liability partnership that transacts intrastate business
7in this state shall within 30 days after the effective date of the act
8enacting this section or the date on which the foreign limited
9liability partnership first transacts intrastate business in this state,
10whichever is later, register with the Secretary of State by submitting
11to the Secretary of State an application for registration as a foreign
12limited liability partnership, signed by a person with authority to
13do so under the laws of the jurisdiction of formation of the foreign
14limited liability partnership, stating the name of the partnership,
15the street address of its principal office, the mailing address of the
16principal office if different from the street address, the name and
17street address of its agent for service of process in this state in
18accordance with subdivision (a) of Section 16309, a brief statement
19of the business in which the partnership engages, and any other
20matters that the partnership determines to include.

21(2) Annexed to the application for registration shall be a
22certificate from an authorized public official of the foreign limited
23liability partnership’s jurisdiction of organization to the effect that
24the foreign limited liability partnership is in good standing in that
25jurisdiction, if the laws of that jurisdiction permit the issuance of
26those certificates, or, in the alternative, a statement by the foreign
27limited liability partnership that the laws of its jurisdiction of
28organization do not permit the issuance of those certificates.

29(b) The registration shall be accompanied by a fee as set forth
30in subdivision (b) of Section 12189 of the Government Code.

31(c) begin deleteThe Secretary of State shall register as a foreign limited
32liability partnership any partnership that submits a completed
33application for registration with the required fee. end delete
begin insertIf the Secretary
34of State finds that an application for registration conforms to law
35and all requisite fees have been paid, the Secretary of State shall
36issue a certificate of registration to transact intrastate business in
37this state.end insert

38(d) The Secretary of State may cancel the filing of the
39registration if a check or other remittance accepted in payment of
40the filing fee is not paid upon presentation. Upon receiving written
P47   1notification that the item presented for payment has not been
2honored for payment, the Secretary of State shall give a first written
3notice of the applicability of this section to the agent for service
4of process or to the person submitting the instrument. Thereafter,
5if the amount has not been paid by cashier’s check or equivalent,
6the Secretary of State shall give a second written notice of
7cancellation and the cancellation shall thereupon be effective. The
8second notice shall be given 20 days or more after the first notice
9and 90 days or less after the original filing.

10(e) A partnership becomes registered as a foreign limited liability
11partnership at the time of the filing of the initial registration with
12the Secretary of State or at any later date or time specified in the
13registration and the payment of the fee required by subdivision
14(b). A partnership continues to be registered as a foreign limited
15liability partnership until a notice that it is no longer so registered
16as a foreign limited liability partnership has been filed pursuant to
17Section 16960 or, if applicable, once it has been dissolved and
18finally wound up. The status of a partnership registered as a foreign
19limited liability partnership and the liability of a partner of that
20foreign limited liability partnership shall not be adversely affected
21by errors or subsequent changes in the information stated in an
22application for registration under subdivision (a) or an amended
23registration or notice under Section 16960.

24(f) The fact that a registration or amended registration pursuant
25to Section 16960 is on file with the Secretary of State is notice that
26the partnership is a foreign limited liability partnership and of those
27other facts contained therein that are required to be set forth in the
28registration or amended registration.

29(g) The Secretary of State shall provide a form for a registration
30under subdivision (a), which shall include the form for confirming
31compliance with the optional security requirement pursuant to
32subdivision (c) of Section 16956. The Secretary of State shall
33include with instructional materials, provided in conjunction with
34the form for registration under subdivision (a), a notice that filing
35the registration will obligate the limited liability partnership to pay
36an annual tax for that taxable year to the Franchise Tax Board
37pursuant to Section 17948 of the Revenue and Taxation Code.
38That notice shall be updated annually to specify the dollar amount
39of this tax.

P48   1(h) A foreign limited liability partnership transacting intrastate
2business in this state shall not maintain any action, suit, or
3proceeding in any court of this state until it has registered in this
4state pursuant to this section.

5(i) Any foreign limited liability partnership that transacts
6intrastate business in this state without registration is subject to a
7penalty of twenty dollars ($20) for each day that unauthorized
8intrastate business is transacted, up to a maximum of ten thousand
9dollars ($10,000).

10(j) A partner of a foreign limited liability partnership is not liable
11for the debts or obligations of the foreign limited liability
12partnership solely by reason of its having transacted business in
13this state without registration.

14(k) A foreign limited liability partnership, transacting business
15in this state without registration, appoints the Secretary of State
16as its agent for service of process with respect to causes of action
17arising out of the transaction of business in this state.

18(l) “Transact intrastate business” as used in this section means
19to repeatedly and successively provide professional limited liability
20partnership services in this state, other than in interstate or foreign
21commerce.

22(m) Without excluding other activities that may not be
23considered to be transacting intrastate business, a foreign limited
24liability partnership shall not be considered to be transacting
25intrastate business merely because its subsidiary or affiliate
26transacts intrastate business, or merely because of its status as any
27one or more of the following:

28(1) A shareholder of a domestic corporation.

29(2) A shareholder of a foreign corporation transacting intrastate
30business.

31(3) A limited partner of a foreign limited partnership transacting
32intrastate business.

33(4) A limited partner of a domestic limited partnership.

34(5) A member or manager of a foreign limited liability company
35transacting intrastate business.

36(6) A member or manager of a domestic limited liability
37company.

38(n) Without excluding other activities that may not be considered
39to be transacting intrastate business, a foreign limited liability
40partnership shall not be considered to be transacting intrastate
P49   1business within the meaning of this subdivision solely by reason
2of carrying on in this state any one or more of the following
3activities:

4(1) Maintaining or defending any action or suit or any
5administrative or arbitration proceeding, or effecting the settlement
6thereof or the settlement of claims or disputes.

7(2) Holding meetings of its partners or carrying on any other
8activities concerning its internal affairs.

9(3) Maintaining bank accounts.

10(4) Maintaining offices or agencies for the transfer, exchange,
11and registration of the foreign limited liability partnership’s
12securities or maintaining trustees or depositories with respect to
13those securities.

14(5) Effecting sales through independent contractors.

15(6) Soliciting or procuring orders, whether by mail or through
16employees or agents or otherwise, where those orders require
17acceptance without this state before becoming binding contracts.

18(7) Creating or acquiring evidences of debt or mortgages, liens,
19or security interest in real or personal property.

20(8) Securing or collecting debts or enforcing mortgages and
21security interests in property securing the debts.

22(9) Conducting an isolated transaction that is completed within
23180 days and not in the course of a number of repeated transactions
24of a like nature.

25(o) A person shall not be deemed to be transacting intrastate
26business in this state merely because of its status as a partner of a
27registered limited liability partnership or a foreign limited liability
28company whether or not registered to transact intrastate business
29in this state.

30(p) The Attorney General may bring an action to restrain a
31foreign limited liability partnership from transacting intrastate
32business in this state in violation of this chapter.

33(q) Nothing in this section is intended to, or shall, augment,
34diminish, or otherwise alter existing provisions of law, statutes,
35or court rules relating to services by a California architect,
36California public accountant, or California attorney in another
37jurisdiction, or services by an out-of-state architect, out-of-state
38public accountant, or out-of-state attorney in California.

begin insert

39(r) An agent designated for service of process may deliver to
40the Secretary of State, on a form prescribed by the Secretary of
P50   1State, a signed and acknowledged written statement of resignation
2as an agent for service of process containing the name and
3Secretary of State’s file number of the foreign limited liability
4partnership, the name of the resigning agent for service of process,
5and a statement that the agent is resigning. On filing of the
6statement of resignation, the authority of the agent to act in that
7capacity shall cease and the Secretary of State shall mail or
8otherwise provide written notice of the filing of the statement of
9resignation to the foreign limited liability partnership at its
10principal office.

end insert
begin insert

11(s) The resignation of an agent may be effective if, on a form
12prescribed by the Secretary of State containing the name and
13Secretary of State’s file number for the foreign limited liability
14partnership and the name of the agent for service of process, the
15agent disclaims having been properly appointed as the agent.

end insert
begin insert

16(t) If an individual who has been designated agent for service
17of process dies or resigns or no longer resides in the state, or if
18the corporate agent for that purpose resigns, dissolves, withdraws
19from the state, forfeits its right to transact intrastate business, has
20its corporate rights, powers, and privileges suspended, or ceases
21to exist, the foreign limited liability partnership shall promptly file
22an amended application for registration as a foreign limited
23liability partnership designating a new agent.

end insert
begin insert

24(u) The Secretary of State may destroy or otherwise dispose of
25any resignation filed pursuant to this section after a new
26application for registration as a foreign limited liability partnership
27is filed pursuant to this section replacing the agent for service of
28process that has resigned.

end insert
begin delete

29(r)

end delete

30begin insert(v)end insert This section shall become operative on January 1, 2016.

31

SEC. 37.  

Section 16960 of the Corporations Code is amended
32to read:

33

16960.  

(a) The registration of a foreign limited partnership
34may be amended by an amended registration executed by one or
35more partners authorized to execute an amended registration and
36filed with the Secretary of State, as soon as reasonably practical
37after any information set forth in the registration or previously
38filed amended registration becomes inaccurate, to add information
39to the registration or amended registration or to withdraw its
40registration as a foreign limited liability partnership.

P51   1(b) If a foreign limited partnership ceases to be a limited liability
2partnership, it shall file with the Secretary of State a notice,
3executed by one or more partners authorized to execute the notice,
4that it is no longer a foreign limited liability partnership. The notice
5shall state that a final annual tax return, as described by Section
617948.3 of the Revenue and Taxation Code, has been or will be
7filed with the Franchise Tax Board, as required under Part 10.2
8(commencing with Section 18401) of the Revenue and Taxation
9Code.

10(c) A foreign limited liability partnership that is, but is no longer
11required to be, registered under Section 16959 may withdraw its
12registration by filing a notice with the Secretary of State, executed
13by one or more partners authorized to execute the notice.

14(d) The Secretary of State shall provide forms for an amended
15registration under subdivision (a) and notices under subdivisions
16(b) and (c).

begin insert

17(e) If a foreign limited liability partnership files an amendment
18changing the name of the foreign limited liability partnership in
19its jurisdiction of organization, annexed to the application for
20registration shall be a certificate from an authorized public official
21of the foreign limited liability partnership’s jurisdiction of
22organization certifying that the foreign limited liability partnership
23is in good standing and that the change of name was made in
24accordance with the laws of that jurisdiction, if the laws of that
25jurisdiction permit the issuance of those certificates, or, in the
26alternative, a statement by the foreign limited liability partnership
27that the laws of its jurisdiction of organization do not permit the
28issuance of those certificates. Unless the Secretary of State
29determines that the amendment to the application changing the
30name or alternate name of a foreign limited liability partnership
31does not comply with the filing requirements of this chapter, the
32Secretary of State, upon payment of all requisite fees, shall file the
33amended application and shall issue to the foreign limited liability
34partnership a new certificate of registration stating the date of
35filing of the amendment to the application changing the name and
36that the foreign limited liability partnership is qualified to transact
37intrastate business, subject to any licensing requirements otherwise
38imposed by the laws of this state.

end insert
begin delete

39(e)

end delete

P52   1begin insert(f)end insert The filing of amended registration forms pursuant to
2subdivision (a) and a notice pursuant to subdivision (b) or (c) shall
3each be accompanied by a fee as set forth in subdivision (d) of
4Section 12189 of the Government Code.

begin delete

5(f)

end delete

6begin insert(g)end insert A notice of cessation, signed pursuant to subdivision (b),
7shall be filed with the Secretary of State. The Secretary of State
8shall notify the Franchise Tax Board of the cessation.

9

SEC. 38.  

Section 17701.09 of the Corporations Code is
10amended to read:

11

17701.09.  

(a) begin deleteA end deletebegin insertUpon payment of the fee prescribed by the
12Government Code, a end insert
person maybegin insert apply toend insert reserve the exclusive
13use of the name of a limited liability company or foreign limited
14liability company, including an alternative name for a foreign
15limited liability company whose name is not availablebegin delete, by
16delivering an application to the Secretary of Stateend delete
. The application
17shall state the name and address of the applicant and the name
18proposed to be reserved. If the Secretary of State finds that the
19name applied for is available, it shallbegin delete be reservedend deletebegin insert reserve the nameend insert
20 for the applicant’s exclusive use for up to 60 daysbegin insert and issue a
21certificate of reservationend insert
. The Secretary of State shall not issue
22certificates reserving the same name for two or more consecutive
2360-day periods to the same applicant or for the use or benefit of
24the same person; nor shall consecutive reservations be made by
25or for the use or benefit of the same person for a name so similar
26as to fall within the prohibitions of subdivision (b) of Section
2717701.08.

28(b) The owner of a name reserved for a limited liability company
29or foreign limited liability company may transfer the reservation
30to another person by delivering to the Secretary of State for filing
31a signed notice of the transfer which states the name and address
32of the transferee.

33

SEC. 39.  

Section 17701.15 of the Corporations Code is
34amended to read:

35

17701.15.  

(a) To resign as an agent for service of process of
36a limited liability company or foreign limited liability company,
37the agent shall deliver to the Secretary of State for filingbegin insert, on a form
38prescribed by the Secretary of State,end insert
a signed and acknowledged
39statement of resignationbegin insert as an agent for service of processend insert
40 containing the limited liability company name, the Secretary of
P53   1State’s file number, the name of resigning agent for service of
2process, and a statement that the agent is resigning.

3(b) The Secretary of State shallbegin delete file a statement of resignation
4delivered under subdivision (a) andend delete
mail or otherwise providebegin delete or
5deliver a copyend delete
begin insert written notice of the statement of resignationend insert to the
6designated office of the limited liability company or, in the case
7of a foreign limited liability company, to the principal office.

8(c) Upon filing of the statement of resignation, the authority of
9the agent to act in that capacity shall cease.

begin insert

10(d) The resignation of an agent may be effective if, on a form
11prescribed by the Secretary of State containing the name and
12Secretary of State’s file number for the limited liability company
13and the name of the agent for service of process, the agent
14disclaims having been properly appointed as the agent.

end insert
begin delete

15(d)

end delete

16begin insert(e)end insert If an individual who has been designated agent for service
17of process dies or resigns or no longer resides in the state, or if the
18corporate agent for that purpose resigns, dissolves, withdraws from
19the state, forfeits its right to transact intrastate business in this state,
20has its corporate rights, powers, and privileges suspended, or ceases
21to exist, the limited liability company or foreign limited liability
22company shall promptly file an initial or amended statement of
23information as set forth in Section 17702.09.

begin insert

24(f) The Secretary of State may destroy or otherwise dispose of
25a resignation filed pursuant to this section after a new form is filed
26pursuant to Section 17702.09 replacing the agent for service of
27process that has resigned.

end insert
28

SEC. 40.  

Section 17702.02 of the Corporations Code is
29amended to read:

30

17702.02.  

(a) The articles of organization may be amended
31or restated at any time.

32(b) To amend its articles of organization, a limited liability
33company shall deliver to the Secretary of State for filing a
34certificate of amendment, on a form prescribed by the Secretary
35of State, stating all of the following:

36(1) The present name of the limited liability company.

37(2) The Secretary of State’s file number for the limited liability
38company.

39(3) The changes the amendment makes to the articles of
40organization as most recently amended or restated.

P54   1(c) To restate its articles of organization, a limited liability
2company shall deliver to the Secretary of State for filingbegin delete a
3restatementend delete
, on a form prescribed by the Secretary of Statebegin insert entitled
4“Restated Articles of Organization”end insert
, stating, as applicable, the
5following:

6(1) The present name of the limited liability company and the
7Secretary of State’s file number for the limited liability company.

8(2) Thebegin delete changes the restatement makes toend deletebegin insert entire text ofend insert the
9articles of organization asbegin delete most recentlyend delete amendedbegin delete or restatedend deletebegin insert to
10the date of filing, except that if the limited liability company has
11filed a statement of information under Section 17702.09, the initial
12street address, the initial mailing address, and the name and
13address of the initial agent for service of process shall not be set
14forthend insert
.

15(d) Subject to subdivision (c) of Section 17701.12 and
16subdivision (c) of Section 17702.05, an amendment to or
17restatement of the articles of organization is effective when filed
18by the Secretary of State and shall be duly executed by at least one
19manager of a manager-managed limited liability company or at
20least one member of a member-managed limited liability company
21unless a greater number is provided in the articles of organization.

22(e) If a member of a member-managed limited liability company,
23or a manager of a manager-managed limited liability company,
24knows that any information in filed articles of organization was
25inaccurate when the articles were filed or has become inaccurate
26owing to changed circumstances, the member or manager shall
27promptly do the following:

28(1) Cause the articles to be amended.

29(2) If appropriate, deliver to the Secretary of State for filing a
30statement of information under Section 17701.14 or a certificate
31of correction under Section 17702.06.

32(f) A limited liability company shall not amend its articles of
33organization pursuant to subdivision (b) or restate its articles of
34organization pursuant to subdivision (c) in order to change its
35designated office, its mailing address, its agent for service of
36process, or the address of its agent for service of process. To change
37that information, the limited liability company shall deliver to the
38Secretary of State for filing a statement of information under
39Section 17701.14.

P55   1

SEC. 41.  

Section 17702.03 of the Corporations Code is
2amended to read:

3

17702.03.  

(a) A record delivered to the Secretary of State for
4filing pursuant to this title shall be signed as follows:

5(1) Except as otherwise provided in paragraphs (2) and (3), a
6record signed on behalf of a limited liability company shall be
7signed by a person authorized by the limited liability company.

8(2) A limited liability company’s initial articles of organization
9shall be signed by at least one person acting as an organizer.

10(3) A record filed on behalf of a dissolved limited liability
11company that has no members shall be signed by the person
12winding up the limited liability company’s activities or a person
13appointed under Section 17707.04 to wind up those activities.

14(4) A certificate of cancellation under Section 17707.02 shall
15be signed by each organizer that signed the initial articles of
16organization, but a personal representative of a deceased or
17incompetent organizer may sign in the place of the decedent or
18incompetent.

begin insert

19(5) A certificate of cancellation under Section 17707.08 shall
20be signed by a majority of managers unless the event causing the
21dissolution that is specified in subdivision (c) of Section 17707.01
22occurs, in which case the certificate of cancellation shall be signed
23as provided in paragraph (3).

end insert
begin insert

24(6) A certificate of correction shall be executed in the same
25manner in which the record being corrected was required to be
26executed.

end insert

27(b) Any record filed under this title may be signed by an agent.

28(c) A limited liability company may record in the office of the
29county recorder of any county in this state, and county recorders,
30on request, shall record a certified copy of the limited liability
31company articles of organization and any exhibit or attachment,
32or any amendment or correction thereto, that has been filed in the
33office of the Secretary of State. A foreign limited liability company
34may record in the office of the county recorder of any county in
35the state a certified copy of the application for registration of the
36foreign limited liability company, or any amendment thereto, that
37has been filed in the office of the Secretary of State. The recording
38shall create a conclusive presumption in favor of any bona fide
39purchaser or encumbrancer for value of the limited liability
P56   1company real property located in the county in which the certified
2copy has been recorded, of the statements contained therein.

3(d) If the Secretary of State determines that an instrument
4submitted for filing or otherwise submitted does not conform to
5the law and returns it to the person submitting it, the instrument
6may be resubmitted accompanied by a written opinion of a member
7of the State Bar of California submitting the instrument or
8representing the person submitting it, to the effect that the specific
9provisions of the instrument objected to by the Secretary of State
10do conform to law and stating the points and authorities upon
11which the opinion is based. The Secretary of State shall rely, with
12respect to any disputed point of law, other than the application of
13Sections 17701.08, 17701.09, 17708.02, and 17708.03, upon that
14written opinion in determining whether the instrument conforms
15to law. The date of filing in that case shall be the date the
16instrument is received on resubmission.

17

SEC. 42.  

Section 17702.06 of the Corporations Code is
18amended to read:

19

17702.06.  

(a) A limited liability company or foreign limited
20liability company may deliver to the Secretary of State for filing
21a certificate of correction on a form prescribed by the Secretary
22of State to correct a record previously delivered by the limited
23liability company or foreign limited liability company to the
24Secretary of State and filed by the Secretary of State, if at the time
25of filing the record contained inaccurate information or was
26defectively signed.

27(b) A certificate of correction under subdivision (a) may not
28state a delayed effective date and shall do all of the following:

29(1) State the present name of the limited liability company or
30foreign limited liability company and the Secretary of State’s file
31number.

32(2) Describe the title to the document to be corrected, including
33its filing date.

34(3) Set forth the name of each party to the document to be
35corrected.

36(4) Specify the inaccurate information and the reason it is
37inaccurate or the manner in which the signing was defective.

38(5) Correct the defective signature or inaccurate information.

begin insert

P57   1(c) A certificate of correction shall be executed in the same
2manner in which the record being corrected was required to be
3executed.

end insert
begin delete

4(c)

end delete

5begin insert(d)end insert When filed by the Secretary of State, a certificate of
6correction under subdivision (a) is effective retroactively as of the
7effective date of the record the certificate corrects, but the statement
8is effective when filed as to persons that previously relied on the
9uncorrected record and would be adversely affected by the
10retroactive effect.

11

SEC. 43.  

Section 17707.08 of the Corporations Code is
12amended to read:

13

17707.08.  

(a) (1) The managers shallbegin insert sign andend insert cause to be
14filed in the office of, and on a form prescribed by, the Secretary
15of State, a certificate of dissolution upon the dissolution of the
16limited liability company pursuant to Article 7 (commencing with
17Section 17707.01), unless the event causing the dissolution is that
18specified in subdivision (c) of Section 17707.01, in which case the
19persons conducting the winding up of the limited liability
20company’s affairs pursuant to Section 17707.04 shall have the
21obligation tobegin delete fileend deletebegin insert sign and cause to be filedend insert the certificate of
22dissolution.

23(2) The certificate of dissolution shall set forth all of the
24following:

25(A) The name of the limited liability company and the Secretary
26of State’s file number.

27(B) Any other information the persons filing the certificate of
28dissolution determine to include.

begin insert

29(C) The event listed in Section 17707.01 causing dissolution.

end insert

30(3) If a dissolution pursuant to subdivision (b) of Section
3117707.01 is made by the vote of all of the members and a statement
32to that effect is added to the certificate of cancellation of articles
33of organization pursuant to subdivision (b), the separate filing of
34a certificate of dissolution pursuant to this subdivision is not
35required.

36(b) (1) The persons who filed the certificate of dissolution shall
37begin insert sign andend insert cause to be filed in the office of, and on a form prescribed
38by, the Secretary of State, a certificate of cancellation of articles
39of organization upon the completion of the winding up of the affairs
40of the limited liability company pursuant to Section 17707.06,
P58   1unless the event causing the dissolution is that specified in
2subdivision (c) of Section 17707.01, in that case the persons
3conducting the winding up of the limited liability company’s affairs
4pursuant to Section 17707.04 shall have the obligation tobegin delete fileend deletebegin insert sign
5and cause to be filedend insert
the certificate of cancellation of articles of
6organization.

7(2) The certificate of cancellation of articles of organization
8shall set forth all of the following:

9(A) The name of the limited liability company and the Secretary
10of State’s file number.

11(B) That a final franchise tax return, as described by Section
1223332 of the Revenue and Taxation Code, or a final annual tax
13return, as described by Section 17947 of the Revenue and Taxation
14Code, has been or will be filed with the Franchise Tax Board, as
15required under Part 10.2 (commencing with Section 18401) of
16Division 2 of the Revenue and Taxation Code.

begin insert

17(C) That upon the filing of the certificate of cancellation, the
18limited liability company shall be canceled and its powers, rights,
19and privileges shall cease.

end insert
begin delete

20(C)

end delete

21begin insert(D)end insert Any other information the persons filing the certificate of
22cancellation of articles of organization determine to include.

23(3) The Secretary of State shall notify the Franchise Tax Board
24of the filing.

25(c) Upon filing a certificate of cancellation pursuant to
26subdivision (b), a limited liability company shall be canceled and
27its powers, rights, and privileges shall cease.

28

SEC. 44.  

Section 17708.06 of the Corporations Code is
29amended to read:

30

17708.06.  

(a) To cancel itsbegin delete certificate ofend delete registration to transact
31intrastate business in this state, a foreign limited liability company
32shall deliver to the Secretary of State for filing a certificate of
33cancellationbegin insert, signed by a person with authority to do so under the
34law of the state of its organization,end insert
statingbegin delete theend deletebegin insert all of the following:end insert

35begin insert(1)end insertbegin insertend insertbegin insertTheend insert name under which the foreign limited liability company
36is authorized to transact intrastate business in this state, and the
37Secretary of State’s file number.begin delete The certificate of registrationend delete

begin insert

38(2) That a final franchise tax return, as described by Section
3923332 of the Revenue and Taxation Code, or a final annual tax
40return, as described by Section 17947 of the Revenue and Taxation
P59   1Code, has been or will be filed with the Franchise Tax Board, as
2required under Part 10.2 (commencing with Section 18401) of
3Division 2 of the Revenue and Taxation Code.

end insert
begin insert

4(3) That upon the filing of the certificate of cancellation the
5registration of the foreign limited liability company shall be
6canceled and its right to conduct intrastate business shall cease.

end insert

7begin insert(b)end insertbegin insertend insertbegin insertThe registrationend insert is canceled when thebegin delete noticeend deletebegin insert certificate of
8cancellationend insert
becomes effective.

begin delete

9(b)

end delete

10begin insert(c)end insert The Secretary of State may cancel the application and
11certificate of registration of a foreign limited liability company if
12a check or other remittance accepted in payment of the filing fee
13is not paid upon presentation. Upon receiving written notification
14that the item presented for payment has not been honored for
15payment, the Secretary of State shall give a first written notice of
16the applicability of the section to the agent for service of process
17or to the person submitting the instrument. Thereafter, if the amount
18has not been paid by cashier’s check or equivalent, the Secretary
19of State shall give a second written notice of cancellation and the
20cancellation shall thereupon be effective. The second notice shall
21be given 20 days or more after the first notice, and 90 days or less
22after the original filing.

23

SEC. 45.  

Section 17710.06 of the Corporations Code is
24amended to read:

25

17710.06.  

(a) Upon conversion of a limited liability company,
26one of the following applies:

27(1) If the limited liability company is converting into a domestic
28limited partnership, a statement of conversion shall be completed
29on a certificate of limited partnership for the converted entity and
30shall be filed with the Secretary of State.

31(2) If the limited liability company is converting into a domestic
32partnership, a statement of conversion shall be completed on the
33statement of partnership authority for the converted entity. If no
34statement of partnership authority is filed, a certificate of
35conversion shall be filed separately with the Secretary of State.

36(3) If the limited liability company is converting into a domestic
37corporation, a statement of conversion shall be completed on the
38articles of incorporation for the converted entity and shall be filed
39with the Secretary of State.

P60   1(4) If the limited liability company is converting to a foreign
2limited liability company or foreign other business entity, a
3certificate of conversion shall be filed with the Secretary of State.

4(b) Any certificate or statement of conversion shall be executed
5and acknowledged by all members, unless a lesser number is
6provided in the articles of organization or operating agreement,
7and shall set forth all of the following:

8(1) The name and the Secretary of State’s file number of the
9converting limited liability company.

10(2) A statement that the principal terms of the plan of conversion
11were approved by a vote of the members, that equaled or exceeded
12the vote required under Section 17710.03, specifying each class
13entitled to vote and the percentage vote required of each class.

begin delete

14(3) The name, form and jurisdiction of organization, and
15Secretary of State’s file number, if any, of the converted entity.

end delete
begin delete

16(4) The mailing address of the converted entity’s agent for
17service of process and the chief executive office of the converted
18entity.

end delete
begin insert

19(c) A certificate of conversion shall set forth all of the following:

end insert
begin insert

20(1) The name, form, and jurisdiction of organization of the
21converted entity.

end insert
begin insert

22(2) The name, street, and mailing address of the converted
23entity’s agent for service of process.

end insert
begin insert

24(3) The street address of the converted entity’s chief executive
25office.

end insert
begin delete

26(c)

end delete

27begin insert(d)end insert The filing with the Secretary of State of a certificate of
28conversion, a certificate of limited partnership, a statement of
29partnership authority, or articles of incorporation containing a
30statement of conversion as set forth in subdivision (a) shall have
31the effect of the filing of a certificate of cancellation by the
32converting limited liability company, and no converting limited
33liability company that has made the filing is required to take any
34action under Article 7 (commencing with Section 17707.01) as a
35result of that conversion.

begin delete

36(d)

end delete

37begin insert(e)end insert For the purposes of this title, the certificate of conversion
38shall be on a form prescribed by the Secretary of State.

39

SEC. 46.  

Section 17710.14 of the Corporations Code is
40amended to read:

P61   1

17710.14.  

(a) If the surviving entity is a limited liability
2company or an other business entity, other than a corporation in a
3merger in which a domestic corporation is a constituent party, after
4approval of a merger by the constituent limited liability companies
5and any constituent other business entities, the constituent limited
6liability companies and constituent other business entities shall
7file a certificate of merger in the office of, and on a form prescribed
8by, the Secretary of State. The certificate of merger shall be
9executed and acknowledged by each domestic constituent limited
10liability company by all managers, or if none, all members unless
11a lesser number is provided in the articles of organization or
12operating agreement of the domestic constituent limited liability
13company and by each foreign constituent limited liability company
14by one or more managers, or if none, members, and by each
15constituent other business entity by those persons required to
16execute the certificate of merger by the laws under which the
17constituent other business entity is organized. The certificate of
18merger shall set forth all of the following:

19(1) The names and the Secretary of State’s file numbers, if any,
20of each of the constituent limited liability companies and
21constituent other business entities, separately identifying the
22disappearing limited liability companies and disappearing other
23business entities and the surviving limited liability company or
24surviving other business entity.

25(2) If a vote of the members was required pursuant to Section
2617710.12, a statement setting forth the total number of outstanding
27interests of each class entitled to vote on the merger and that the
28principal terms of the agreement of merger were approved by a
29vote of the number of interests of each class that equaled or
30exceeded the vote required, specifying each class entitled to vote
31and the percentage vote required of each class.

32(3) If the surviving entity is a limited liability company and not
33an other business entity, any change required to the information
34set forth in the articles of organization of the surviving limited
35liability company resulting from the merger, including any change
36in the name of the surviving limited liability company resulting
37from the merger. The filing of a certificate of merger setting forth
38any such changes to the articles of organization of the surviving
39limited liability company shall have the effect of the filing of a
40certificate of amendment by the surviving limited liability
P62   1company, and the surviving limited liability company need not
2file an amendment under Section 17702.02 to reflect those changes.

3(4) The future effective date, that shall be a date certain not
4more than 90 days subsequent to the date of filing of the merger,
5if the merger is not to be effective upon the filing of the certificate
6of merger with the office of the Secretary of State.

7(5) If the surviving entity is an other business entity or a foreign
8limited liability company, the full name of the entity, type of entity,
9legal jurisdiction where the entity was organized and by whose
10laws its internal affairs are governed, and the address of the
11principal place of business of the entity.

12(6) Any other information required to be stated in the certificate
13of merger by the laws where each constituent other business entity
14is organized, including if a domestic corporation is a party to the
15merger, as required under paragraph (2) of subdivision (g) of
16 Section 1113. If the surviving entity is a foreign limited liability
17company in a merger where a domestic corporation is a
18disappearing other business entity, a copy of the agreement of
19merger and attachments as required under paragraph (1) of
20subdivision (g) of Section 1113 shall be filed at the same time as
21the filing of the certificate of merger.

22(b) If the surviving entity is a domestic corporation or a foreign
23corporation in a merger that a domestic corporation is a constituent
24party, after approval of the merger by the constituent limited
25liability companies and constituent other business entities, the
26surviving corporation shall file in the office of the Secretary of
27 State a copy of the agreement of merger and attachments required
28under paragraph (1) of subdivision (g) of Section 1113. The
29certificate of merger shall be executed and acknowledged by each
30domestic constituent limited liability company by allbegin delete general
31membersend delete
begin insert of the managersend insert, unless a lesser number is provided in
32the articles of organization of the limited liability companybegin delete of the
33domestic constituent limited liability companyend delete
.

34(c) A certificate of merger or the agreement of merger, as is
35applicable under subdivisions (a) and (b), shall have the effect of
36the filing of a certificate of cancellation for each disappearing
37limited liability company, and no disappearing limited liability
38company need take any action under Article 7 (commencing with
39Section 17707.01) concerning dissolution as a result of the merger.

P63   1(d) If a disappearing other entity is a foreign corporation
2qualified to transact intrastate business in this state, the filing of
3the certificate of merger or agreement of merger, as is applicable,
4by the foreign corporation shall automatically surrender its right
5to transact intrastate business.

6

SEC. 47.  

Section 18210 of the Corporations Code is amended
7to read:

8

18210.  

(a) An agent designated by an unincorporated
9association for the service of process maybegin delete file with the Secretary
10of Stateend delete
begin insert deliver to the Secretary of State, on a form prescribed by
11the Secretary of State for filing,end insert
a signed and acknowledged written
12statement of resignation asbegin insert anend insert agentbegin insert for service of process
13containing the name and Secretary of State’s file numberend insert
of the
14unincorporated associationbegin insert, the name of the resigning agent for
15service of process, and a statement that the agent is resigningend insert
. The
16resignation is effective when filed. The Secretary of State shall
17mailbegin insert or otherwise provideend insert written notice of the filing to the
18unincorporated association at its address set out in the statement
19filed by the association.

20(b) An unincorporated association may at any time file with the
21Secretary of State a revocation of a designation of an agent for
22service of processbegin insert on a form prescribed by the Secretary of State
23containing the name and Secretary of State’s file number for the
24unincorporated association, the name of the agent whose
25 designation to accept service of process is being revoked and a
26statement that the unincorporated association has revoked the
27designation to accept service of processend insert
. The revocation is effective
28when filed.

29(c) Notwithstanding subdivisions (a) and (b), service made on
30an agent designated by an unincorporated association for service
31of process in the manner provided in subdivision (e) of Section
3218200 is effective if made within 30 days after the statement of
33resignation or the revocation is filed with the Secretary of State.

begin insert

34(d) The resignation of an agent may be effective if, on a form
35prescribed by the Secretary of State containing the name and
36Secretary of State’s file number for the unincorporated association
37and the name of the agent for service of process, the agent
38 disclaims having been properly appointed as the agent.

end insert
begin insert

39(e) The Secretary of State may destroy or otherwise dispose of
40any resignation filed pursuant to this section after a new form is
P64   1filed pursuant to Section 18200 replacing the agent for service of
2process that has resigned.

end insert
3

SEC. 48.  

Section 14101.6 of the Financial Code is amended
4to read:

5

14101.6.  

(a) Every credit union shall, within 90 days after the
6filing of its original articles and annually thereafter during the
7applicable filing period in each year, file, in a form prescribed by
8the Secretary of State, a statement containing: (1) the name of the
9credit union and the Secretary of State’s file number; (2) the names
10and complete business or residence addresses of its chief executive
11officers, secretary, and chief financial officer; (3) the street address
12of its principal office, if any; (4) if the credit union chooses to
13receive renewal notices and any other notifications from the
14Secretary of State by electronic mail instead of by United States
15mail, a valid electronic mail address for the credit union or for the
16credit union’s designee to receive those notices; and (5) the mailing
17address of the credit union, if different from the street address of
18its principal office.

19(b) The statement required by subdivision (a) shall also
20designate, as the agent of the credit union for the purpose of service
21of process, a natural person residing in this state or any domestic
22or foreign business corporation that has complied with Section
231505 of the Corporations Code and whose capacity to act as an
24agent has not terminated. If a natural person is designated, the
25statement shall set forth that person’s complete business or
26residence street address. If a corporate agent is designated, no
27address for it shall be set forth.

28(c) For the purposes of this section, the applicable filing period
29for a credit union shall be the calendar month during which its
30original articles were filed and the immediately preceding five
31calendar months. The Secretary of State shall provide a notice to
32each credit union to comply with this section approximately three
33months prior to the close of the applicable filing period. The notice
34shall state the due date for compliance and shall be sent to the last
35address of the credit union according to the records of the Secretary
36of State if the credit union has elected to receive notices from the
37Secretary of State by electronic mail. Neither the failure of the
38Secretary of State to provide the notice nor the failure of the credit
39union to receive it is an excuse for failure to comply with this
40section.

P65   1(d) Whenever any of the information required by subdivision
2(a) is changed, the credit union may file a current statement
3containing all the information required thereby. In order to change
4its agent for service of process or the address of the agent, the
5corporation must file a current statement containing all the
6information required by subdivisions (a) and (b). Whenever any
7statement is filed pursuant to this section, it supersedes any
8previously filed statement and the statement in the articles as to
9the agent for service of process and the address of the agent.

10(e) An agent designated for service of process pursuant to
11subdivision (b) maybegin delete fileend deletebegin insert deliver to the Secretary of State, on a form
12prescribed by the Secretary of State for filing,end insert
a signed and
13acknowledged written statement of resignation asbegin delete such agentend deletebegin insert an
14agent for service of process containing the name and Secretary of
15State’s file number of the credit union, the name of the agent, and
16a statement that the agent is resigningend insert
. 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)  begin deleteUnder regulations adopted by the Secretary of State, the end delete begin insertThe end insert
29resignation of anbegin delete agencyend deletebegin insert agentend insert may be effective ifbegin insert, on a form
30prescribed by the Secretary of State containing the name and
31Secretary of State’s file number for the credit union and the name
32of the agent for service of process,end insert
the agent disclaims having been
33properly appointed as the agent.

34(h) The Secretary of State may destroy or otherwise dispose of
35any statementbegin insert or resignationend insert filed pursuant to this section after it
36has been superseded by the filing of a new statement.

37(i) This section shall not be construed to place any person
38dealing with the credit union on notice of or in any duty to inquire
39about the existence or content of the statement filed pursuant to
40this section.

P66   1

SEC. 49.  

Section 12261 of the Government Code is amended
2to read:

3

12261.  

The Secretary of State shall reinstate to active status
4on its records, a business entity for which a court finds any of the
5following:

6(a) The factual representations by a shareholder, member,
7partner, or other person that arebegin delete required forend deletebegin insert contained inend insert the
8termination document are materially false.

9(b) The submission of the termination document to the Secretary
10of State for filing is fraudulent.

11(c) begin deleteOther grounds exist warranting reinstatement of the business
12entity. end delete
begin insertIf a court of competent jurisdiction orders reinstatement of
13a business entity to active status on any of the grounds stated in
14subdivision (a) or (b), the order for reinstatement shall state all
15of the following:end insert

begin insert

16(1) The specific grounds for reinstatement.

end insert
begin insert

17(2) That if there is a conflict with the entity name under
18subdivision (b) of Section 201, subdivision (b) of Section 5122,
19subdivision (c) of Section 7122, subdivision (b) of Section 9122,
20subdivision (b) of Section 12302, subdivision (d) of Section
2115901.08, subdivision (b) of Section 17701.08 of the Corporations
22Code, or related statutes, the reinstatement shall be conditioned
23upon the business entity concurrently submitting for filing an
24amendment to change its name to eliminate the conflict along with
25the certified copy of the order required by Section 12263.

end insert
begin insert

26(3) That the business entity shall be reinstated effective from
27the date of the filing of the court order with the Secretary of State.

end insert
begin insert

28(d) The court order for reinstatement may be obtained by
29submitting a petition to the superior court containing the legal
30and factual basis for reinstatement or as part of a civil action for
31damages or equitable relief. The Secretary of State shall not be
32made a party to the proceeding.

end insert


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