Amended in Senate April 21, 2014

Amended in Senate March 28, 2014

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,begin delete 17708.5,end deletebegin insert 17708.05,end insert 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 amended, 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 for filing, as specified, and would 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 require a foreign limited liability company that adopts a new name to relinquish an alternate name, as provided. 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 subdivision (g) of Section 202 and subdivisions (a) and (b) of
5Section 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
P3    1case of an agreement of merger, a copy of them upon written
2request and without charge.

3(c) If the reference to an agreement or contract is a reference to
4an agreement or contract to which the corporation is a party (a
5“referenced agreement” in this section), any amendment or revision
6of the referenced agreement requires shareholder approval, in
7addition to approvals otherwise required, in the following instances
8and no other:

9(1) If the amendment or revision of the referenced agreement
10would result in a material change in the rights, preferences,
11privileges, or restrictions of a class or series of shares, the
12amendment or revision of the referenced agreement is required to
13be approved by the outstanding shares (Section 152) of that class
14or series.

15(2) If the amendment or revision of the referenced agreement
16would result in a material change in the rights or liabilities of any
17class or series of shares with respect to the subject matter of
18paragraph (1), (2), (3), (5), or (9) of subdivision (a) of Section 204,
19the amendment or revision of the referenced agreement is required
20to be approved by the outstanding shares (Section 152) of that
21class or series.

22(3) If the amendment or revision of the referenced agreement
23would result in a material change in the restrictions on transfer or
24hypothecation of any class or series of shares, the amendment or
25revision of the referenced agreement is required to be approved
26by the outstanding shares (Section 152) of that class or series.

27(4) If the amendment or revision of the referenced agreement
28would result in a change of any of the principal terms of an
29agreement of merger, the amendment or revision of the referenced
30agreement is required to be approved in the same manner as
31required by Section 1104 for a change in the principal terms of an
32agreement of merger.

33

SEC. 2.  

Section 1155 of the Corporations Code is amended to
34read:

35

1155.  

(a) To convert a corporation:

36(1) If the corporation is converting into a domestic limited
37partnership, a statement of conversion shall be completed on the
38certificate of limited partnership for the converted entity.

39(2) If the corporation is converting into a domestic partnership,
40a statement of conversion shall be completed on the statement of
P4    1partnership authority for the converted entity, or if no statement
2of partnership authority is filed then a certificate of conversion
3shall be filed separately.

4(3) If the corporation is converting into a domestic limited
5liability company, a statement of conversion shall be completed
6on the articles of organization for the converted entity.

7(4) If the corporation is converting into a flexible purpose
8corporation, a statement of conversion shall be completed on the
9articles for the converted entity.

10(b) Any statement or certificate of conversion of a converting
11corporation shall be executed and acknowledged by those officers
12of the converting corporation as would be required to sign an
13officers’ certificate (Section 173), and shall set forth all of the
14following:

15(1) The namebegin insert of the converting corporationend insert and the Secretary
16of State’s file number of the converting corporation.

17(2) A statement of the total number of outstanding shares of
18each class entitled to vote on the conversion, that the principal
19terms of the plan of conversion were approved by a vote of the
20number of shares of each class which equaled or exceeded the vote
21required under Section 1152, specifying each class entitled to vote
22and the percentage vote required of each class.

23(3) The name, form, and jurisdiction of organization of the
24converted entity.

25(4) The name and street address of the corporation’s agent for
26service of process. If a corporation qualified under Section 1505
27is designated, no address for it shall be set forth.

28(c) For the purposes of this chapter, the certificate of conversion
29shall be on a form prescribed by the Secretary of State.

30(d) The filing with the Secretary of State of a statement of
31conversion on an organizational document or a certificate of
32conversion as set forth in subdivision (a) shall have the effect of
33the filing of a certificate of dissolution by the converting
34corporation and no converting corporation that has made the filing
35is required to file a certificate of election under Section 1901 or a
36certificate of dissolution under Section 1905 as a result of that
37conversion.

38(e) Upon the effectiveness of a conversion pursuant to this
39chapter, a converted entity that is a flexible purpose corporation,
40domestic partnership, domestic limited partnership, or domestic
P5    1limited liability company shall be deemed to have assumed the
2liability of the converting corporation (1) to prepare and file or
3cause to be prepared and filed all tax and information returns
4otherwise required of the converting corporation under the
5Corporation Tax Law (Part 11 (commencing with Section 23001)
6of Division 2 of the Revenue and Taxation Code) and (2) to pay
7any tax liability determined to be due pursuant to that law.

8

SEC. 3.  

Section 1503 of the Corporations Code is amended to
9read:

10

1503.  

(a) An agent designated for service of process pursuant
11to Section 202, 1502, 2105, or 2117 may deliver to the Secretary
12of State, on a form prescribed by the Secretary of State for filing,
13a signed and acknowledged written statement of resignation as an
14agent for service of process. The form shall contain the name of
15the corporation, the Secretary of State’s file number of the
16corporation, the name of the resigning agent for service of process,
17and a statement that the agent is resigning. Thereupon the authority
18of the agent to act in such capacity shall cease and the Secretary
19of State forthwith shall mail or otherwise provide written notice
20of the filing of the statement of resignation to the corporation at
21its principal executive office.

22(b) The resignation of an agent may be effective if, on a form
23prescribed by the Secretary of State containing the name of the
24corporation, the Secretary of State’s file number for the corporation,
25and the name of the resigning agent for service of process, the
26agent disclaims having been properly appointed as the agent.
27Similarly, a person named as an officer or director may indicate
28that the person was never properly appointed as the officer or
29director.

30(c) The Secretary of State may destroy or otherwise dispose of
31any resignation filed pursuant to this section after a new form is
32filed pursuant to Section 1502 or 2117 replacing the agent for
33service of process that has resigned.

34

SEC. 4.  

Section 2101 of the Corporations Code is amended to
35read:

36

2101.  

(a) Any foreign corporation (other than a foreign
37association) not transacting intrastate business may register its
38corporate name with the Secretary of State, provided its corporate
39name would be available pursuant to Section 201 to a new
P6    1corporation organized under this division at the time of such
2registration.

3(b) Such registration may be made by filing (1) an application
4for registration signed by a corporate officer stating the name of
5the corporation, the state or place under the laws of which it is
6incorporated, the date of its incorporation, and that it desires to
7register its name under this section; and (2) a certificate of an
8 authorized public official of the state or place in which it is
9organized stating that such corporation is in good standing under
10those laws. Such registration shall be effective until the close of
11the calendar year in which the application for registration is filed.

12(c) A corporation that has in effect a registration of its corporate
13name may renew such registration from year to year by annually
14filing an application for renewal setting forth the facts required to
15be set forth in an original application for registration and a
16certificate of good standing as required for the original registration
17between the first day of October and the 31st day of December in
18each year. Such renewal application shall extend the registration
19for the following calendar year.

20(d) A corporation that has in effect a registration of its corporate
21name may cancel the registration by delivering to the Secretary of
22State, on a form prescribed by the Secretary of State for filing, a
23certificate of cancellation of foreign name registration signed by
24a corporate officer containing the name of the corporation and the
25Secretary of State’s file number of the corporation.

26

SEC. 5.  

Section 2105 of the Corporations Code is amended to
27read:

28

2105.  

(a) A foreign corporation shall not transact intrastate
29business without having first obtained from the Secretary of State
30a certificate of qualification. To obtain that certificate it shall file,
31on a form prescribed by the Secretary of State, a statement and
32designation signed by a corporate officer or, in the case of a foreign
33association that has no officers, signed by a trustee stating:

34(1) Its name and the state or place of its incorporation or
35organization.

36(2) The street address of its principal executive office.

37(3) The street address of its principal office within this state, if
38any.

P7    1(4) The mailing address of its principal executive office, if
2different from the addresses specified pursuant to paragraphs (2)
3and (3).

4(5) The name of an agent upon whom process directed to the
5corporation may be served within this state. The designation shall
6comply with the provisions of subdivision (b) of Section 1502.

7(6) (A) Its irrevocable consent to service of process directed to
8it upon the agent designated and to service of process on the
9Secretary of State if the agent so designated or the agent’s successor
10is no longer authorized to act or cannot be found at the address
11given.

12(B) Consent under this paragraph extends to service of process
13directed to the foreign corporation’s agent in California for a search
14warrant issued pursuant to Section 1524.2 of the Penal Code, or
15for any other validly issued and properly served search warrant,
16for records or documents that are in the possession of the foreign
17corporation and are located inside or outside of this state. This
18subparagraph shall apply to a foreign corporation that is a party
19or a nonparty to the matter for which the search warrant is sought.
20For purposes of this subparagraph, “properly served” means
21delivered by hand, or in a manner reasonably allowing for proof
22of delivery if delivered by United States mail, overnight delivery
23service, or facsimile to a person or entity listed in Section 2110.

24(7) If it is a corporation which will be subject to the Insurance
25Code as an insurer, it shall so state that fact.

26(b) Annexed to that statement and designation shall be a
27certificate by an authorized public official of the state or place of
28incorporation of the corporation to the effect that the corporation
29is an existing corporation in good standing in that state or place
30or, in the case of an association, an officers’ certificate stating that
31it is a validly organized and existing business association under
32the laws of a specified foreign jurisdiction.

33(c) Before it may be designated by any foreign corporation as
34its agent for service of process, any corporate agent must comply
35with Section 1505.

36

SEC. 6.  

Section 2107 of the Corporations Code is amended to
37read:

38

2107.  

(a) If any foreign corporation (but not a foreign
39association) qualified to transact intrastate business shall change
40its name or make a change affecting an assumed name under
P8    1Section 2106, it shall file, on a form prescribed by the Secretary
2of State, an amended statement signed by a corporate officer setting
3forth the change made. The amended statement shall set forth the
4name relinquished as well as the new name assumed and there
5shall be annexed to the amended statement a certificate of an
6authorized public official of its state or place of incorporation that
7the change of name was made in accordance with the laws of that
8state or place. Upon the filing of the amended statement, the
9Secretary of State shall issue a new certificate of qualification.

10(b) If any foreign association qualified to transact intrastate
11business shall change its name, the address of its principal office
12in this state, the address of its principal executive office or its agent
13for the service of process, or if the stated address of any natural
14person designated as agent is changed, it shall file, on a form
15prescribed by the Secretary of State, an amended statement and
16designation signed by an officer or, in the case of a foreign
17association that has no officers, signed by a trustee setting forth
18the change or changes made. In the case of a change of name, the
19amended statement and designation shall set forth the name
20relinquished as well as the new name assumed and there shall be
21annexed to the amended statement and designation an officer’s
22certificate, or trustee’s certificate, if applicable, stating that such
23change of name was made in accordance with its declaration of
24trust. If the change includes a change of name, or a change affecting
25an assumed name pursuant to Section 2106, upon the filing of the
26amended statement, the Secretary of State shall issue a new
27certificate of qualification.

28(c) If the change includes a change of name of an insurer subject
29to the Insurance Code, the form shall include a statement that the
30corporation is such an insurer if it does not already so appear.

31(d) If a foreign corporation qualified to transact business in this
32state shall change the address of its principal office in this state,
33the address of its principal executive office, or its agent for the
34service of process, or if the stated address of any natural person
35designated as agent is changed, the filing of a statement pursuant
36to Section 2117 shall supersede the statement and designation with
37respect thereto.

38

SEC. 7.  

Section 2112 of the Corporations Code is amended to
39read:

P9    1

2112.  

(a) Subject to Section 2113, a foreign corporation which
2has qualified to transact intrastate business may surrender its right
3to engage in that business within this state by filing a certificate
4of surrender signed by a corporate officer or, in the case of a
5foreign association that has no officers, signed by a trustee stating:

6(1) The name of the corporation as shown on the records of the
7Secretary of State, and the state or place of incorporation or
8organization.

9(2) That it revokes its designation of agent for service of process.

10(3) That it surrenders its authority to transact intrastate business.

11(4) That it consents that process against it in any action upon
12any liability or obligation incurred within this state prior to the
13filing of the certificate of withdrawal may be served upon the
14Secretary of State.

15(5) A post office address to which the Secretary of State may
16mail a copy of any process against the corporation that is served
17upon the Secretary of State, which address or the name to which
18the process should be sent may be changed from time to time by
19filing a statement signed by a corporate officer or, in the case of
20a foreign association that has no officers, signed by a trustee stating
21the new address or name or both.

22(6)  Except in the case of a foreign association, that a final
23franchise tax return, as described by Section 23332 of the Revenue
24and Taxation Code, has been or will be filed with the Franchise
25Tax Board, as required under Part 10.2 (commencing with Section
2618401) of Division 2 of the Revenue and Taxation Code.

27(b) The Secretary of State shall notify the Franchise Tax Board
28of the surrender.

29

SEC. 8.  

Section 2204 of the Corporations Code is amended to
30read:

31

2204.  

(a) Upon the failure of a corporation to file the statement
32required by Section 1502, the Secretary of State shall provide a
33notice of that delinquency to the corporation. The notice shall also
34contain information concerning the application of this section,
35advise the corporation of the penalty imposed by Section 19141
36of the Revenue and Taxation Code for failure to timely file the
37required statement after notice of the delinquency has been
38provided by the Secretary of State, and shall advise the corporation
39of its right to request relief from the Secretary of State because of
40reasonable cause or unusual circumstances that justify the failure
P10   1to file. If, within 60 days of providing notice of the delinquency,
2a statement pursuant to Section 1502 has not been filed by the
3corporation, the Secretary of State shall certify the name of the
4corporation to the Franchise Tax Board.

5(b) Upon certification pursuant to subdivision (a), the Franchise
6Tax Board shall assess against the corporation the penalty provided
7in Section 19141 of the Revenue and Taxation Code.

8(c) The penalty herein provided shall not apply to a corporation
9that on or prior to the date of certification pursuant to subdivision
10(a) has dissolved, has converted to another type of business entity,
11or has been merged into another corporation or other business
12entity.

13(d) The penalty herein provided shall not apply and the Secretary
14of State need not provide a notice of the delinquency to a
15corporation if the corporate powers, rights, and privileges have
16been suspended by the Franchise Tax Board pursuant to Section
1723301, 23301.5, or 23775 of the Revenue and Taxation Code on
18or prior to, and remain suspended on, the last day of the filing
19period pursuant to Section 1502. The Secretary of State need not
20provide notice of the filing requirement pursuant to Section 1502
21to a corporation if the corporate powers, rights, and privileges have
22been so suspended by the Franchise Tax Board on or prior to, and
23remain suspended on, the day the Secretary of State prepares the
24notice for sending.

25(e) If, after certification pursuant to subdivision (a), the Secretary
26of State finds (1) the required statement was filed before the
27expiration of the 60-day period after providing notice of the
28delinquency, or (2) the failure to provide notice of delinquency
29was due to an error of the Secretary of State, the Secretary of State
30 shall promptly decertify the name of the corporation to the
31Franchise Tax Board. The Franchise Tax Board shall then promptly
32abate any penalty assessed against the corporation pursuant to
33Section 19141 of the Revenue and Taxation Code.

34(f) If the Secretary of State determines that the failure of a
35corporation to file the statement required by Section 1502 is
36excusable because of reasonable cause or unusual circumstances
37that justify the failure, the Secretary of State may waive the penalty
38imposed by this section and by Section 19141 of the Revenue and
39Taxation Code, in which case the Secretary of State shall not certify
40the name of the corporation to the Franchise Tax Board, or if
P11   1already certified, the Secretary of State shall promptly decertify
2the name of the corporation.

3

SEC. 9.  

Section 3304 of the Corporations Code is amended to
4read:

5

3304.  

(a) To convert a flexible purpose corporation:

6(1) If the flexible purpose corporation is converting into a
7domestic limited partnership, a statement of conversion shall be
8completed on the certificate of limited partnership for the converted
9entity.

10(2) If the flexible purpose corporation is converting into a
11domestic partnership, a statement of conversion shall be completed
12on the statement of partnership authority for the converted entity,
13or if no statement of partnership authority is filed, then a certificate
14of conversion shall be filed separately.

15(3) If the flexible purpose corporation is converting into a
16domestic limited liability company, a statement of conversion shall
17be completed on the articles of organization for the converted
18entity.

19(4) If the flexible purpose corporation is converting into a
20domestic corporation, a statement of conversion shall be completed
21on the articles for the converted entity.

22(b) Any statement or certificate of conversion of a converting
23flexible purpose corporation shall be executed and acknowledged
24by those officers of the converting flexible purpose corporation as
25would be required to sign an officers’ certificate, and shall set forth
26all of the following:

27(1) The name and the Secretary of State’s file number of the
28converting flexible purpose corporation.

29(2) A statement of the total number of outstanding shares of
30each class entitled to vote on the conversion, that the principal
31terms of the plan of conversion were approved by a vote of the
32number of shares of each class which equaled or exceeded the vote
33required under Section 3301, specifying each class entitled to vote
34and the percentage vote required of each class.

35(3) The name, form, and jurisdiction of organization of the
36converted entity.

37(4) The name and street address of the converted entity’s agent
38for service of process. If a corporation qualified under Section
391505 is designated as the agent, no address for it shall be set forth.

P12   1(c) The certificate of conversion shall be on a form prescribed
2by the Secretary of State.

3(d) The filing with the Secretary of State of a statement of
4conversion on an organizational document or a certificate of
5conversion as set forth in subdivision (a) shall have the effect of
6the filing of a certificate of dissolution by the converting flexible
7purpose corporation and no converting flexible purpose corporation
8that has made the filing is required to file a certificate of election
9under Section 1901 or a certificate of dissolution under Section
101905 as a result of that conversion.

11(e)  Upon the effectiveness of a conversion pursuant to this
12chapter, a converted entity that is a domestic partnership, domestic
13limited partnership, or domestic limited liability company shall
14be deemed to have assumed the liability of the converting flexible
15purpose corporation to prepare and file or cause to be prepared
16and filed all tax and information returns otherwise required of the
17converting flexible purpose corporation under the Corporation Tax
18Law (Part 11 (commencing with Section 23001) of Division 2 of
19the Revenue and Taxation Code) and to pay any tax liability
20determined to be due pursuant to that law.

21

SEC. 10.  

Section 5120 of the Corporations Code is amended
22to read:

23

5120.  

(a) One or more persons may form a corporation under
24this part by executing and filing articles of incorporation.

25(b) If initial directors are named in the articles, each director
26named in the articles shall sign and acknowledge the articles; if
27initial directors are not named in the articles, the articles shall be
28signed by one or more persons who thereupon are the incorporators
29of the corporation.

30(c) The corporate existence begins upon the filing of the articles
31and continues perpetually, unless otherwise expressly provided by
32law or in the articles.

33(d) At the time of filing pursuant to this section, the Secretary
34of State shall forward a copy of the filed articles of incorporation
35to the Attorney General.

36(e) If the corporation was created by the elected legislative body
37in order to exercise authority that may lawfully be delegated by
38the elected governing body to a private corporation or other entity,
39the Secretary of State shall forward a copy of the filed articles of
40incorporation to the Controller.

P13   1

SEC. 11.  

Section 5817 of the Corporations Code is amended
2to read:

3

5817.  

Upon the filing of the certificate of amendment, the
4articles shall be amended in accordance with the certificate and
5any change, reclassification, or cancellation of memberships shall
6be effected, and a copy of the certificate, certified by the Secretary
7of State, is prima facie evidence of the performance of the
8conditions necessary to the adoption of the amendment. The
9Secretary of State shall forward a copy of the filed certificate of
10amendment to the Attorney General.

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 may deliver to the Secretary of State, on a form
15prescribed by the Secretary of State for filing, a signed and
16acknowledged written statement of resignation as an agent for
17service 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 the
20agent is resigning. Thereupon the authority of the agent to act in
21that capacity shall cease and the Secretary of State forthwith shall
22mail or otherwise provide written notice of the filing of the
23statement of resignation to the corporation at its principal office.

24(b) The resignation of an agent may be effective if, on a form
25prescribed by the Secretary of State containing the name of the
26corporation, the Secretary of State’s file number for the corporation,
27and the name of the agent for service of process, the agent disclaims
28having been properly appointed as the agent. Similarly, a person
29named as an officer or director may indicate that the person was
30never properly appointed as the officer or director.

31(c) The Secretary of State may destroy or otherwise dispose of
32any resignation filed pursuant to this section after a new form is
33filed pursuant to Section 6210 replacing the agent for service of
34process that has resigned.

35

SEC. 13.  

Section 6611 of the Corporations Code is amended
36to read:

37

6611.  

(a) Whenever a corporation has elected to wind up and
38dissolve a certificate evidencing that election shall forthwith be
39filed and a copy thereof filed with the Attorney General.

P14   1(b) The certificate shall be an officers’ certificate or shall be
2signed and verified by at least a majority of the directors then in
3office or by one or more members authorized to do so by approval
4of a majority of all members (Section 5033) and shall set forth:

5(1) That the corporation has elected to wind up and dissolve.

6(2) If the election was made by the vote of members alone, the
7number of votes for the election and that the election was made
8by a majority of all members (Section 5033).

9(3) If the election was made by the board and members pursuant
10to paragraph (2) of subdivision (a) of Section 6610, or
11begin insert subparagraph (B) ofend insert paragraph (1) of subdivision (b) of Section
129680, the certificate shall state that it was made by the board and
13the members in accordance with Section 5034.

14(4) If the certificate is executed by a member or members, that
15the subscribing person or persons were authorized to execute the
16certificate by a majority of all members (Section 5033).

17(5) If the election was made by the board pursuant to subdivision
18(b) of Section 6610, or paragraph (2) of subdivision (b) of Section
199680, the circumstances showing the corporation to be within one
20of the categories described in that subdivision.

21(c) If an election to dissolve made pursuant to subdivision (a)
22of Section 6610 or paragraph (1) of subdivision (b) of Section
239680 is made by the vote of all the members of a corporation with
24members or by all members of the board of a corporation without
25members pursuant to subdivision (b) of Section 6610, or paragraph
26(2) of subdivision (b) of Section 9680 and a statement to that effect
27is added to the certificate of dissolution pursuant to Section 6615,
28the separate filing of the certificate of election pursuant to this
29section is not required.

30

SEC. 14.  

Section 6810 of the Corporations Code is amended
31to read:

32

6810.  

(a) Upon the failure of a corporation to file the statement
33required by Section 6210, the Secretary of State shall provide a
34notice of that delinquency to the corporation. The notice shall also
35contain information concerning the application of this section, and
36advise the corporation of the penalty imposed by Section 19141
37of the Revenue and Taxation Code for failure to timely file the
38required statement after notice of delinquency has been provided
39by the Secretary of State. If, within 60 days after providing the
40notice of delinquency, a statement pursuant to Section 6210 has
P15   1not been filed by the corporation, the Secretary of State shall certify
2the name of the corporation to the Franchise Tax Board.

3(b) Upon certification pursuant to subdivision (a), the Franchise
4 Tax Board shall assess against the corporation a penalty of fifty
5dollars ($50) pursuant to Section 19141 of the Revenue and
6Taxation Code.

7(c) The penalty herein provided shall not apply to a corporation
8that on or prior to the date of certification pursuant to subdivision
9(a) has dissolved, has converted to another type of business entity,
10or has been merged into another corporation or other business
11entity.

12(d) The penalty herein provided shall not apply and the Secretary
13of State need not provide a notice of the delinquency to a
14corporation the corporate powers, rights, and privileges of which
15have been suspended by the Franchise Tax Board pursuant to
16Section 23301, 23301.5, or 23775 of the Revenue and Taxation
17Code on or prior to, and remain suspended on, the last day of the
18filing period pursuant to Section 6210. The Secretary of State need
19not provide notice of the filing requirement pursuant to Section
206210 to a corporation the corporate powers, rights, and privileges
21of which have been so suspended by the Franchise Tax Board on
22or prior to, and remain suspended on, the day the Secretary of State
23prepares the notice for sending.

24(e) If, after certification pursuant to subdivision (a), the Secretary
25of State finds the required statement was filed before the expiration
26of the 60-day period after providing notice of the delinquency, the
27Secretary of State shall promptly decertify the name of the
28corporation to the Franchise Tax Board. The Franchise Tax Board
29shall then promptly abate any penalty assessed against the
30corporation pursuant to Section 19141 of the Revenue and Taxation
31Code.

32(f) If the Secretary of State determines that the failure of a
33corporation to file a statement required by Section 6210 is
34excusable because of reasonable cause or unusual circumstances
35that justify the failure, the Secretary of State may waive the penalty
36imposed by this section and by Section 19141 of the Revenue and
37Taxation Code, in which case the Secretary of State shall not certify
38the name of the corporation to the Franchise Tax Board, or if
39already certified, the Secretary of State shall promptly decertify
40the name of the corporation.

P16   1

SEC. 15.  

Section 8211 of the Corporations Code is amended
2to read:

3

8211.  

(a) An agent designated for service of process pursuant
4to Section 8210 may deliver to the Secretary of State, on a form
5prescribed by the Secretary of State for filing, a signed and
6acknowledged written statement of resignation as an agent for
7service of process containing the name of the corporation, the
8Secretary of State’s file number of the corporation, the name of
9the resigning agent for service of process, and a statement that the
10agent is resigning. Thereupon the authority of the agent to act in
11that capacity shall cease and the Secretary of State forthwith shall
12mail or otherwise provide written notice of the filing of the
13statement of resignation to the corporation at its principal office.

14(b) The resignation of an agent may be effective if, on a form
15prescribed by the Secretary of State containing the name of the
16corporation, the Secretary of State’s file number for the corporation,
17and the name of the agent for service of process, the agent disclaims
18having been properly appointed as the agent. Similarly, a person
19named as an officer or director may indicate that the person was
20never properly appointed as the officer or director.

21(c) The Secretary of State may destroy or otherwise dispose of
22any statement of resignation filed pursuant to this section after a
23new form is filed pursuant to Section 8210 replacing the agent for
24 service of process that has resigned.

25

SEC. 16.  

Section 8611 of the Corporations Code is amended
26to read:

27

8611.  

(a) Whenever a corporation has elected to wind up and
28dissolve a certificate evidencing that election shall forthwith be
29filed. A copy of that certificate shall be filed with the Attorney
30General if the corporation holds assets in charitable trust or has a
31charitable dissolution clause.

32(b) The certificate shall be an officers’ certificate or shall be
33signed and verified by at least a majority of the directors then in
34office or by one or more members authorized to do so by approval
35of a majority of all members (Section 5033) and shall set forth:

36(1) That the corporation has elected to wind up and dissolve.

37(2) If the election was made by the vote of members alone, the
38number of votes for the election and that the election was made
39by a majority of all members (Section 5033).

P17   1(3) If the election was made by the board and the members
2pursuant to paragraph (2) of subdivision (a) of Section 8610, the
3certificate shall state that it was made by the board and the
4members in accordance with Section 5034.

5(4) If the certificate is executed by a member or members, that
6the subscribing person or persons were authorized to execute the
7certificate a majority of all members (Section 5033).

8(5) If the election was made by the board pursuant to subdivision
9(b) of Section 8610, the circumstances showing the corporation to
10be within one of the categories described in that subdivision.

11(c) If an election to dissolve made pursuant to subdivision (a)
12of Section 8610 is made by the vote of all the members of a
13corporation with members or by a vote of all members of the board
14of a corporation without members pursuant to subdivision (b) of
15Section 8610 and a statement to that effect is added to the
16certificate of dissolution pursuant to Section 8615, the separate
17filing of the certificate of election pursuant to this section is not
18required.

19

SEC. 17.  

Section 8810 of the Corporations Code is amended
20to read:

21

8810.  

(a) Upon the failure of a corporation to file the statement
22required by Section 8210, the Secretary of State shall provide a
23notice of such delinquency to the corporation. The notice shall
24also contain information concerning the application of this section,
25and advise the corporation of the penalty imposed by Section 19141
26of the Revenue and Taxation Code for failure to timely file the
27required statement after notice of delinquency has been provided
28by the Secretary of State. If, within 60 days after providing notice
29of the delinquency, a statement pursuant to Section 8210 has not
30been filed by the corporation, the Secretary of State shall certify
31the name of the corporation to the Franchise Tax Board.

32(b) Upon certification pursuant to subdivision (a), the Franchise
33 Tax Board shall assess against the corporation a penalty of fifty
34dollars ($50) pursuant to Section 19141 of the Revenue and
35Taxation Code.

36(c) The penalty herein provided shall not apply to a corporation
37which on or prior to the date of certification pursuant to subdivision
38(a) has dissolved, has converted to another type of business entity,
39or has been merged into another corporation or other business
40entity.

P18   1(d) The penalty herein provided shall not apply and the Secretary
2of State need not provide a notice of the delinquency to a
3corporation the corporate powers, rights, and privileges of which
4have been suspended by the Franchise Tax Board pursuant to
5Section 23301, 23301.5, or 23775 of the Revenue and Taxation
6Code on or prior to, and remain suspended on, the last day of the
7filing period pursuant to Section 8210. The Secretary of State need
8not provide notice of the filing requirement pursuant to Section
98210, to a corporation the corporate powers, rights, and privileges
10of which have been so suspended by the Franchise Tax Board on
11or prior to, and remain suspended on, the day the Secretary of State
12prepares the notice for sending.

13(e) If, after certification pursuant to subdivision (a) the Secretary
14of State finds the required statement was filed before the expiration
15of the 60-day period after providing the notice of delinquency, the
16Secretary of State shall promptly decertify the name of the
17corporation to the Franchise Tax Board. The Franchise Tax Board
18shall then promptly abate any penalty assessed against the
19corporation pursuant to Section 19141 of the Revenue and Taxation
20Code.

21(f) If the Secretary of State determines that the failure of a
22corporation to file a statement required by Section 8210 is
23excusable because of reasonable cause or unusual circumstances
24which justify the failure, the Secretary of State may waive the
25penalty imposed by this section and by Section 19141 of the
26Revenue and Taxation Code, in which case the Secretary of State
27shall not certify the name of the corporation to the Franchise Tax
28Board, or if already certified, the Secretary of State shall promptly
29decertify the name of the corporation.

30

SEC. 18.  

Section 12571 of the Corporations Code is amended
31to read:

32

12571.  

(a) An agent designated for service of process pursuant
33to Section 12570 may deliver to the Secretary of State, on a form
34prescribed by the Secretary of State for filing, a signed and
35acknowledged written statement of resignation as an agent for
36service of process containing the name of the corporation, the
37Secretary of State’s file number of the corporation, the name of
38the resigning agent for service of process, and a statement that the
39agent is resigning. Thereupon the authority of the agent to act in
40that capacity shall cease and the Secretary of State forthwith shall
P19   1mail or otherwise provide written notice of the filing of the
2statement of resignation to the corporation at its principal office.

3(b) The resignation of an agent may be effective if, on a form
4prescribed by the Secretary of State containing the name of the
5corporation, the Secretary of State’s file number for the corporation,
6and the name of the resigning agent for service of process, the
7agent disclaims having been properly appointed as the agent.
8Similarly, a person named as an officer or director may indicate
9that the person was never properly appointed as the officer or
10director.

11(c) The Secretary of State may destroy or otherwise dispose of
12any resignation filed pursuant to this section after a new form is
13filed pursuant to Section 12570 replacing the agent for service of
14process that has resigned.

15

SEC. 19.  

Section 12631 of the Corporations Code is amended
16to read:

17

12631.  

(a) Whenever a corporation has elected to wind up and
18dissolve a certificate evidencing that election shall forthwith be
19filed.

20(b) The certificate shall be an officers’ certificate or shall be
21signed and verified by at least a majority of the directors then in
22office or by one or more members authorized to do so by approval
23of a majority of all members (Section 12223) and shall set forth:

24(1) That the corporation has elected to wind up and dissolve.

25(2) If the election was made by the vote of members alone, the
26number of votes for the election and that the election was made
27by persons holding at least a majority of the voting power.

28(3) If the certificate is executed by a member or members, that
29the subscribing person or persons were authorized to execute the
30certificate by persons representing at least a majority of the voting
31power.

32(4) If the election was made by the board pursuant to subdivision
33(b) of Section 12630, the certificate shall also set forth the
34circumstances showing the corporation to be within one of the
35categories described in that subdivision.

36(c) If an election to dissolve made pursuant to subdivision (a)
37of Section 12630 is made by the vote of all the members of a
38corporation with members or by a vote of all members of the board
39of a corporation without members pursuant to subdivision (b) of
40Section 12630 and a statement to that effect is added to the
P20   1certificate of dissolution pursuant to Section 12635, the separate
2filing of the certificate of election pursuant to this section is not
3required.

4

SEC. 20.  

Section 12670 of the Corporations Code is amended
5to read:

6

12670.  

(a) Upon the failure of a corporation to file the
7statement required by Section 12570, the Secretary of State shall
8provide a notice of that delinquency to the corporation. The notice
9shall also contain information concerning the application of this
10section, and shall advise the corporation of the penalty imposed
11by Section 19141 of the Revenue and Taxation Code for failure
12to timely file the required statement after notice of delinquency
13has been provided by the Secretary of State. If, within 60 days
14after providing notice of the delinquency, a statement pursuant to
15Section 12570 has not been filed by the corporation, the Secretary
16of State shall certify the name of the corporation to the Franchise
17Tax Board.

18(b) Upon certification pursuant to subdivision (a), the Franchise
19Tax Board shall assess against the corporation a penalty of fifty
20dollars ($50) pursuant to Section 19141 of the Revenue and
21Taxation Code.

22(c) The penalty herein provided shall not apply to a corporation
23which on or prior to the date of certification pursuant to subdivision
24(a) has dissolved, has been converted to another type of business
25entity, or has been merged into another corporation or other
26business entity.

27(d) The penalty herein provided shall not apply and the Secretary
28of State need not provide a notice of the delinquency to a
29corporation the corporate powers, rights, and privileges of which
30have been suspended by the Franchise Tax Board pursuant to
31Section 23301, 23301.5, or 23775 of the Revenue and Taxation
32Code on or prior to, and remain suspended on, the last day of the
33filing period pursuant to Section 12570. The Secretary of State
34need not provide notice of the filing requirement pursuant to
35Section 12570, to a corporation the corporate powers, rights, and
36privileges of which have been so suspended by the Franchise Tax
37Board on or prior to, and remain suspended on, the day the
38Secretary of State prepares the notice for sending.

39(e) If, after certification pursuant to subdivision (a) the Secretary
40of State finds the required statement was filed before the expiration
P21   1of the 60-day period after providing notice of the delinquency, the
2Secretary of State shall promptly decertify the name of the
3corporation to the Franchise Tax Board. The Franchise Tax Board
4shall then promptly abate any penalty assessed against the
5corporation pursuant to Section 19141 of the Revenue and Taxation
6Code.

7(f) If the Secretary of State determines that the failure of a
8corporation to file a statement required by Section 12570 is
9excusable because of reasonable cause or unusual circumstances
10which justify the failure, the Secretary of State may waive the
11penalty imposed by this section and by Section 19141 of the
12Revenue and Taxation Code, in which case the Secretary of State
13shall not certify the name of the corporation to the Franchise Tax
14Board, or if already certified, the Secretary of State shall promptly
15decertify the name of the corporation.

16

SEC. 21.  

Section 15901.09 of the Corporations Code is
17amended to read:

18

15901.09.  

(a) The exclusive right to the use of a name that
19complies with Section 15901.08 may be reserved by:

20(1) a person intending to organize a limited partnership under
21this chapter and to adopt the name;

22(2) a limited partnership or a foreign limited partnership
23authorized to transact business in this state intending to adopt the
24name;

25(3) a foreign limited partnership intending to obtain a certificate
26of registration to transact business in this state and adopt the name;

27(4) a person intending to organize a foreign limited partnership
28 and intending to have it obtain a certificate of registration to
29transact business in this state and adopt the name;

30(5) a foreign limited partnership formed under the name; or

31(6) a foreign limited partnership formed under a name that does
32not comply with subdivision (b) or (c) of Section 15901.08, but
33the name reserved under this paragraph may differ from the foreign
34limited partnership’s name only to the extent necessary to comply
35with subdivision (b) or (c) of Section 15901.08.

36(b) Upon payment of the fee prescribed bybegin insert Section 12188 ofend insert the
37Government Code, any person may apply to reserve a name under
38subdivision (a), and obtain from the Secretary of State a certificate
39of reservation of any name not prohibited by Section 15901.08. If
40the Secretary of State finds that the name is available for use by
P22   1the applicant, the Secretary of State shall issue a certificate of name
2reservation and thereby reserve the name for the exclusive use of
3the applicant for 60 days.

4(c) An applicant that has reserved a name pursuant to subdivision
5(b) may reserve the same name for an additional 60-day period.
6The Secretary of State shall not issue a certificate reserving the
7same name for two or more consecutive 60-day periods to the same
8applicant or for the use or benefit of the same person.

9(d) A person that has reserved a name under this section may
10transfer the reserved name to another person, effective upon
11delivery to the Secretary of State of abegin insert signedend insert notice of transfer that
12states the reserved name and the name and address of the person
13to which the reservation is to be transferred.

14

SEC. 22.  

Section 15901.16 of the Corporations Code is
15amended to read:

16

15901.16.  

(a) In addition to Chapter 4 (commencing with
17Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure,
18process may be served upon limited partnerships and foreign
19limited partnerships as provided in this section.

20(b) Personal service of a copy of any process against the limited
21partnership or the foreign limited partnership will constitute valid
22service on the limited partnership if delivered either (1) to any
23individual designated by it as agent or, if a limited partnership, to
24any general partner or (2) if the designated agent or, if a limited
25partnership, general partner is a corporation, to any person named
26in the latest certificate of the corporate agent filed pursuant to
27Section 1505 at the office of the corporate agent or to any officer
28of the general partner, shall constitute valid service on the limited
29partnership or the foreign limited partnership. No change in the
30address of the agent for service of process where the agent is an
31individual or appointment of a new agent for service of process
32shall be effective (1) for a limited partnership until an amendment
33to the certificate of limited partnership is filed or (2) for a foreign
34limited partnership until an amendment to the application for
35registration is filed. In the case of a foreign limited partnership
36that has appointed the Secretary of State as agent for service of
37process by reason of subdivision (b) of Section 15909.07, process
38shall be delivered by hand to the Secretary of State, or to any
39person employed in the capacity of assistant or deputy, which shall
40be one copy of the process for each defendant to be served, together
P23   1with a copy of the court order authorizing the service and the fee
2therefor. The order shall include and set forth an address to which
3the process shall be sent by the Secretary of State.

4(c) (1) If an agent for service of process has resigned and has
5not been replaced or if the agent designated cannot with reasonable
6diligence be found at the address designated for personal delivery
7of the process, and it is shown by affidavit to the satisfaction of
8the court that process against a limited partnership or foreign
9limited partnership cannot be served with reasonable diligence
10upon the designated agent or, if a foreign limited partnership, upon
11any general partner by hand in the manner provided in Section
12 415.10, subdivision (a) of Section 415.20, or subdivision (a) of
13Section 415.30 of the Code of Civil Procedure, the court may make
14an order that the service shall be made upon a domestic limited
15partnership which has filed a certificate or upon a foreign limited
16partnership which has a certificate of registration to transact
17business in this state by delivering by hand to the Secretary of
18State, or to any person employed in the Secretary of State’s office
19in the capacity of assistant or deputy, one copy of the process for
20each defendant to be served, together with a copy of the order
21authorizing the service. Service in this manner shall be deemed
22complete on the 10th day after delivery of the process to the
23Secretary of State.

24(2) Upon receipt of any such copy of process and the fee
25therefor, the Secretary of State shall give notice of the service of
26the process to the limited partnership or foreign limited partnership,
27at its principal office, by forwarding to that office, by registered
28mail with request for return receipt, the copy of the process.

29(3) The Secretary of State shall keep a record of all process
30served upon the Secretary of State under this chapter and shall
31record therein the time of service and the Secretary of State’s action
32with reference thereto. A certificate under the Secretary of State’s
33official seal, certifying to the receipt of process, the giving of notice
34thereof to the limited partnership or foreign limited partnership,
35and the forwarding of the process pursuant to this section, shall
36be competent and prima facie evidence of the matters stated therein.

37(d) (1) The certificate of a limited partnership and the
38application for a certificate of registration of a foreign limited
39partnership shall designate, as the agent for service of process, an
40individual residing in this state or a corporation which has complied
P24   1with Section 1505 and whose capacity to act as an agent has not
2terminated. If an individual is designated, the statement shall set
3forth that person’s complete business or residence street address
4in this state. If a corporate agent is designated, no address for it
5shall be set forth.

6(2) An agent designated for service of process may deliver to
7the Secretary of State, on a form prescribed by the Secretary of
8State for filing, a signed and acknowledged written statement of
9resignation as an agent for service of process containing the name
10of the limited partnership, the Secretary of State’s file number for
11the limited partnership, the name of the resigning agent for service
12of process, and a statement that the agent is resigning. Thereupon
13the authority of the agent to act in that capacity shall cease and the
14Secretary of State forthwith shall mail or otherwise provide written
15notice of the filing of the statement of resignation to the limited
16partnership or foreign limited partnership at its designated office.

17(3) The resignation of an agent may be effective if, on a form
18prescribed by the Secretary of State containing the name of the
19limited partnership, the Secretary of State’s file number for the
20limited partnership, and the name of the agent for service of
21process, the agent disclaims having been properly appointed as
22the agent.

23(4) The Secretary of State may destroy or otherwise dispose of
24any statement of resignation filed pursuant to this section after an
25amended certificate of limited partnership or amended foreign
26limited partnership registration is filed pursuant to Section
2715902.02 or 15909.06 replacing the agent for service of process
28that has resigned.

29(5) If an individual who has been designated agent for service
30of process dies or resigns or no longer resides in the state or if the
31corporate agent for that purpose, resigns, dissolves, withdraws
32from the state, forfeits its right to transact intrastate business, has
33its corporate rights, powers, and privileges suspended or ceases to
34exist, (A) the limited partnership shall promptly file an amendment
35to the certificate designating a new agent or (B) the foreign limited
36partnership shall promptly file an amendment to the application
37for registration.

38(e) In addition to any other discovery rights which may exist,
39in any case pending in a California court having jurisdiction in
40which a party seeks records from a partnership formed under this
P25   1chapter, whether or not the partnership is a party, the court shall
2have the power to order the production in California of the books
3and records of the partnership on the terms and conditions that the
4court deems appropriate.

5

SEC. 23.  

Section 15902.01 of the Corporations Code is
6amended to read:

7

15902.01.  

(a) In order for a limited partnership to be formed,
8a certificate of limited partnership must be filed with and on a form
9prescribed by the Secretary of State and, either before or after the
10filing of a certificate of limited partnership, the partners shall have
11entered into a partnership agreement. The certificate must state:

12(1) the name of the limited partnership, which shall comply with
13Section 15901.08;

14(2) the street address of the initial designated office;

15(3) the name and street address of the initial agent for service
16of process in accordance with paragraph (1) of subdivision (d) of
17Section 15901.16;

18(4) the name and the address of each general partner; and

19(5) the mailing address of the limited partnership, if different
20from the address of the initial designated office.

21(b) A certificate of limited partnership may also contain any
22other matters but may not vary or otherwise affect the provisions
23specified in subdivision (b) of Section 15901.10 in a manner
24inconsistent with that section.

25(c) A limited partnership is formed when the Secretary of State
26files the certificate of limited partnership.

27(d) Subject to subdivision (b), if any provision of a partnership
28agreement is inconsistent with the filed certificate of limited
29partnership or with a filed certificate of dissociation, cancellation,
30or amendment or filed certificate of conversion or merger:

31(1) the partnership agreement prevails as to partners and
32transferees; and

33(2) the filed certificate of limited partnership, certificate of
34dissociation, cancellation, or amendment or filed certificate of
35conversion or merger prevails as to persons, other than partners
36and transferees, that reasonably rely on the filed record to their
37detriment.

38(e) A limited partnership may record in the office of the county
39recorder of any county in this state a certified copy of the certificate
40of limited partnership, or any amendment thereto, which has been
P26   1filed by the Secretary of State. A foreign limited partnership may
2record in the office of the county recorder of any county in the
3state a certified copy of the application for registration to transact
4business, together with the certificate of registration, referred to
5in Section 15909.02, or any amendment thereto, which has been
6filed by the Secretary of State. The recording shall create a
7conclusive presumption in favor of any bona fide purchaser or
8encumbrancer for value of the partnership real property located in
9the county in which the certified copy has been recorded, that the
10persons named as general partners therein are the general partners
11of the partnership named and that they are all of the general
12partners of the partnership.

13(f) The Secretary of State may cancel the filing of certificates
14of limited partnership if a check or other remittance accepted in
15payment of the filing fee is not paid upon presentation. For partners
16and transferees, the partnership agreement is paramount. Upon
17receiving written notification that the item presented for payment
18has not been honored for payment, the Secretary of State shall give
19a first written notice of the applicability of this section to the agent
20for service of process or to the person submitting the instrument.
21Thereafter, if the amount has not been paid by cashier’s check or
22equivalent, the Secretary of State shall give a second written notice
23of cancellation and the cancellation shall thereupon be effective.
24The second notice shall be given 20 days or more after the first
25notice and 90 days or less after the original filing.

26(g) The Secretary of State shall include with instructional
27materials, provided in conjunction with the form for filing a
28certificate of limited partnership under subdivision (a), a notice
29that the filing of the certificate of limited partnership will obligate
30the limited partnership to pay an annual tax for that taxable year
31to the Franchise Tax Board pursuant to Section 17935 of the
32Revenue and Taxation Code. That notice shall be updated annually
33to specify the dollar amount of the annual tax.

34

SEC. 24.  

Section 15902.04 of the Corporations Code is
35amended to read:

36

15902.04.  

(a) Each record delivered to the Secretary of State
37for filing pursuant to this chapter must be signed in the following
38manner:

39(1) An initial certificate of limited partnership must be signed
40by all general partners listed in the certificate.

P27   1(2) An amendment designating as general partner a person
2admitted under paragraph (2) of subdivision (c) of Section
315908.01 following the dissociation of a limited partnership’s last
4general partner must be signed by that person.

5(3) An amendment required by subdivision (c) of Section
615908.03 following the appointment of a person to wind up the
7dissolved limited partnership’s activities must be signed by that
8person.

9(4) Any other amendment must be signed by:

10(A) at least one general partner listed in the certificate of limited
11partnership;

12(B) each other person designated in the amendment as a new
13general partner; and

14(C) each person that the amendment indicates has dissociated
15as a general partner, unless:

16(i) the person is deceased or a guardian or general conservator
17has been appointed for the person and the amendment so states;
18or

19(ii) the person has previously delivered to the Secretary of State
20for filing a certificate of dissociation.

21(5) A restated certificate of limited partnership must be signed
22by at least one general partner listed in the certificate, and, to the
23extent the restated certificate effects a change under any other
24paragraph of this subdivision, the restated certificate must be signed
25in a manner that satisfies that paragraph.

26(6) A certificate of cancellation must be signed by all general
27partners listed in the certificate of limited partnership or, if the
28certificate of limited partnership of a dissolved limited partnership
29lists no general partners, by the person appointed pursuant to
30subdivisions (c) or (d) of Section 15908.03 to wind up the dissolved
31limited partnership’s activities.

32(7)  Certificates of conversion must be signed as provided in
33subdivision (b) of Section 15911.06.

34(8)  Certificates of merger must be signed as provided in
35subdivision (a) of Section 15911.14.

36(9) A certificate of correction shall be executed in the same
37manner in which the record being corrected was required to be
38executed.

39(10) Any other record delivered on behalf of a limited
40partnership to the Secretary of State for filing must be signed by
P28   1at least one general partner listed in the certificate of limited
2partnership.

3(11) A certificate of dissociation by a person pursuant to
4paragraph (4) of subdivision (a) of Section 15906.05 stating that
5the person has dissociated as a general partner must be signed by
6that person.

7(12) A certificate of withdrawal by a person pursuant to Section
815903.06 must be signed by that person.

9(13) A record delivered on behalf of a foreign limited partnership
10to the Secretary of State for filing must be signed by at least one
11general partner of the foreign limited partnership.

12(14) Any other record delivered on behalf of any person to the
13Secretary of State for filing must be signed by that person.

14(b) Any person may sign by an attorney in fact any record to
15be filed pursuant to this chapter.

16(c) The Secretary of State shall not be required to verify that
17the person withdrawing or dissociating was ever actually named
18in an official filing as a general or limited partner.

19

SEC. 25.  

Section 15902.07 of the Corporations Code is
20amended to read:

21

15902.07.  

(a) A limited partnership or foreign limited
22partnership may deliver to and on a form prescribed by the
23Secretary of State for filing a certificate of correction containing
24the name of the limited partnership or foreign limited partnership
25and the Secretary of State’s file number for the limited partnership
26or foreign limited partnership to correct a record previously
27delivered by the limited partnership or foreign limited partnership
28to the Secretary of State and filed by the Secretary of State, if at
29the time of filing the record contained false or erroneous
30information or was defectively signed.

31(b) A certificate of correction may not state a delayed effective
32date and must:

33(1) describe the record to be corrected, including its filing date
34and file number;

35(2) specify the incorrect information and the reason it is incorrect
36or the manner in which the signing was defective; and

37(3) correct the incorrect information or defective signature.

38(c) When filed by the Secretary of State, a certificate of
39correction is effective retroactively as of the effective date of the
P29   1record the certificate corrects, but the certificate is effective when
2filed:

3(1) for the purposes of subdivisions (c) and (d) of Section
415901.03; and

5(2) as to persons relying on the uncorrected record and adversely
6affected by the correction.

7

SEC. 26.  

Section 15903.06 of the Corporations Code is
8amended to read:

9

15903.06.  

(a) Except as otherwise provided in subdivision (b),
10a person that makes an investment in a business enterprise and
11erroneously but in good faith believes that the person has become
12a limited partner in the enterprise is not liable for the enterprise’s
13obligations by reason of making the investment, receiving
14distributions from the enterprise, or exercising any rights of or
15appropriate to a limited partner, if, on ascertaining the mistake,
16the person:

17(1) causes an appropriate certificate of limited partnership,
18amendment, or certificate of correction to be signed and delivered
19to the Secretary of State for filing; or

20(2) withdraws from future participation as an owner in the
21enterprise by signing and delivering to and on a form prescribed
22by the Secretary of State for filing a certificate of withdrawal
23containing the name of the limited partnership and the Secretary
24of State’s file number of the limited partnership under this section.

25(b) A person that makes an investment described in subdivision
26(a) is liable to the same extent as a general partner to any third
27party that enters into a transaction with the enterprise, believing
28in good faith that the person is a general partner, before the
29Secretary of State files a certificate of withdrawal, certificate of
30limited partnership, amendment, or certificate of correction to
31show that the person is not a general partner.

32(c) If a person makes a diligent effort in good faith to comply
33with paragraph (1) of subdivision (a) and is unable to cause the
34appropriate certificate of limited partnership, amendment, or
35certificate of correction to be signed and delivered to the Secretary
36of State for filing, the person has the right to withdraw from the
37enterprise pursuant to paragraph (2) of subdivision (a) even if the
38withdrawal would otherwise breach an agreement with others that
39are or have agreed to become co-owners of the enterprise.

P30   1

SEC. 27.  

Section 15906.05 of the Corporations Code is
2amended to read:

3

15906.05.  

(a) Upon a person’s dissociation as a general partner
4all of the following apply:

5(1) The person’s right to participate as a general partner in the
6management and conduct of the partnership’s activities terminates.

7(2) The person’s duty of loyalty as a general partner under
8paragraph (3) of subdivision (b) of Section 15904.08 terminates.

9(3) The person’s duty of loyalty as a general partner under
10paragraphs (1) and (2) of subdivision (b) of Section 15904.08 and
11duty of care under subdivision (c) of Section 15904.08 continue
12only with regard to matters arising and events occurring before
13the person’s dissociation as a general partner.

14(4) The person may sign and deliver to the Secretary of State
15on a form prescribed by the Secretary of State for filing, containing
16the name of the limited partnership and the Secretary of State’s
17file number of the limited partnership, a certificate of dissociation
18pertaining to the person and, at the request of the limited
19partnership, shall sign an amendment to the certificate of limited
20partnership which states that the person has dissociated.

21(5) Subject to Section 15907.04 and Article 11 (commencing
22with Section 15911.01), any transferable interest owned by the
23person immediately before dissociation in the person’s capacity
24as a general partner is owned by the person as a mere transferee.

25(b) A person’s dissociation as a general partner does not of itself
26discharge the person from any obligation to the limited partnership
27or the other partners which the person incurred while a general
28 partner.

29

SEC. 28.  

Section 15909.06 of the Corporations Code is
30amended to read:

31

15909.06.  

If any statement in the application for registration
32of a foreign limited partnership was false when made or any
33statements made have become erroneous, the foreign limited
34partnership shall promptly deliver to, and on a form prescribed by,
35the Secretary of State an amendment to the application for
36registration containing the name of the foreign limited partnership
37and the Secretary of State’s file number of the foreign limited
38partnership signed and acknowledged by the general partner
39amending the statement. If a foreign limited partnership delivers
40an amendment changing the name of the foreign limited partnership
P31   1in its jurisdiction of organization, annexed to the amendment to
2the application for registration shall be a certificate from an
3authorized public official of the foreign limited partnership’s
4jurisdiction of organization to the effect that the foreign limited
5partnership is in good standing and that the change of name was
6made in accordance with the laws of that jurisdiction, if the laws
7of that jurisdiction permit the issuance of those certificates, or, in
8the alternative, a statement by the foreign limited partnership that
9the laws of its jurisdiction of organization do not permit the
10issuance of those certificates. Unless the Secretary of State
11determines that the amendment to the application changing the
12name or alternate name of a foreign limited partnership does not
13comply with the filing requirements of this chapter, the Secretary
14of State, upon payment of all requisite fees, shall file the amended
15application and shall issue to the foreign limited partnership a new
16certificate of registration stating the date of filing of the amendment
17to the application changing the name and that the foreign limited
18partnership is qualified to transact intrastate business, subject to
19any licensing requirements otherwise imposed by the laws of this
20state.

21

SEC. 29.  

Section 15909.07 of the Corporations Code is
22amended to read:

23

15909.07.  

(a) In order to cancel its certificate of registration
24to transact business in this state, a foreign limited partnership must
25deliver to and on a form prescribed by the Secretary of State for
26filing a certificate of cancellation containing the name of the
27foreign limited partnership and the Secretary of State’s file number
28of the foreign limited partnership signed and acknowledged by a
29general partner of the foreign limited partnership. The registration
30is canceled when the certificate becomes effective under Section
3115902.06.

32(b) A foreign limited partnership transacting business in this
33state may not maintain an action or proceeding in this state unless
34it has a certificate of registration to transact business in this state.

35(c) Any foreign limited partnership that transacts intrastate
36business in this state without registration is subject to a penalty of
37twenty dollars ($20) for each day that the unauthorized intrastate
38business is transacted, up to a maximum of ten thousand dollars
39($10,000). An action to recover this penalty may be brought, and
40any recovery shall be paid, as provided in Section 2258.

P32   1(d) The failure of a foreign limited partnership to have a
2certificate of registration to transact business in this state does not
3impair the validity of a contract or act of the foreign limited
4partnership or prevent the foreign limited partnership from
5defending an action or proceeding in this state.

6(e) A partner of a foreign limited partnership is not liable for
7the obligations of the foreign limited partnership solely by reason
8of the foreign limited partnership’s having transacted business in
9this state without a certificate of registration.

10(f) If a foreign limited partnership transacts business in this state
11without a certificate of registration or cancels its certificate of
12registration, it appoints the Secretary of State as its agent for service
13of process for rights of action arising out of the transaction of
14business in this state.

15

SEC. 30.  

Section 15911.06 of the Corporations Code is
16amended to read:

17

15911.06.  

(a) Upon conversion of a limited partnership, one
18of the following applies:

19(1) If the limited partnership is converting into a domestic
20limited liability company, a statement of conversion shall be
21completed on the articles of organization for the converted entity
22and shall be filed with the Secretary of State.

23(2) If the limited partnership is converting into a domestic
24partnership, a statement of conversion shall be completed on the
25statement of partnership authority for the converted entity. If no
26statement of partnership authority is filed, a certificate of
27conversion shall be filed separately with the Secretary of State.

28(3) If the limited partnership is converting into a domestic
29corporation, a statement of conversion shall be completed on the
30articles of incorporation for the converted entity and shall be filed
31with the Secretary of State.

32(4) If the limited partnership is converting to a foreign limited
33partnership or foreign other business entity, a certificate of
34conversion shall be filed with the Secretary of State.

35(b) Any certificate or statement of conversion shall be executed
36and acknowledged by all general partners and shall set forth all of
37the following:

38(1) The namebegin insert of the converting limited partnershipend insert and the
39Secretary of State’s file number of the converting limited
40partnership.

P33   1(2) A statement that the principal terms of the plan of conversion
2were approved by a vote of the partners, that equaled or exceeded
3the vote required under Section 15911.03, specifying each class
4entitled to vote and the percentage vote required of each class.

5(3) The form of organization of the converted entity.

6(4) The street address of the converted entity’s agent for service
7of process and the mailing address of the chief executive office of
8the converted entity. If a corporation that has complied with Section
91505 is designated as the agent, no address for it shall be set forth.

10(c) The filing with the Secretary of State of a certificate of
11 conversion or a statement of partnership authority, articles of
12organization, or articles of incorporation containing a statement
13of conversion as set forth in subdivision (a) shall have the effect
14of the filing of a certificate of cancellation by the converting limited
15partnership, and no converting limited partnership that has made
16the filing is required to file a certificate of cancellation under
17Section 15902.03 as a result of that conversion.

18

SEC. 31.  

Section 16309 of the Corporations Code is amended
19to read:

20

16309.  

(a) The statement of partnership authority may
21designate an agent for service of process. The agent may be an
22individual residing in this state or a corporation that has complied
23with Section 1505 and whose capacity to act as an agent has not
24terminated. If an individual is designated, the statement shall
25include that person’s complete business or residence street address
26in this state. If a corporate agent is designated, no address for that
27agent shall be set forth.

28(b) An agent designated for service of process may deliver to
29the Secretary of State, on a form prescribed by the Secretary of
30State for filing, a signed and acknowledged written statement of
31resignation as an agent for service of process containing the name
32of the partnership and the Secretary of State’s file number of the
33partnership. On filing of the statement of resignation, the authority
34of the agent to act in that capacity shall cease and the Secretary of
35State shall mail or otherwise provide written notice of the filing
36of the statement of resignation to the partnership at its principal
37executive office.

38(c) The resignation of an agent may be effective if, on a form
39prescribed by the Secretary of State containing the name of the
40partnership and the Secretary of State’s file number for the
P34   1partnership and the name of the agent for service of process, the
2agent disclaims having been properly appointed as the agent.

3(d) If an individual who has been designated agent for service
4of process dies or resigns or no longer resides in the state, or if the
5 corporate agent for that purpose resigns, dissolves, withdraws from
6the state, forfeits its right to transact intrastate business, has its
7corporate rights, powers, and privileges suspended, or ceases to
8exist, the partnership or foreign partnership shall promptly file an
9amended statement of partnership authority, designating a new
10agent.

11(e) The Secretary of State may destroy or otherwise dispose of
12any statement of resignation filed pursuant to this section after a
13new statement of partnership authority is filed pursuant to Section
1416303 replacing the agent for service of process that has resigned.

15

SEC. 32.  

Section 16906 of the Corporations Code is amended
16to read:

17

16906.  

(a) If the converting partnership has filed a statement
18of partnership authority under Section 16303 that is effective at
19the time of the conversion, then upon conversion to a domestic
20limited partnership, limited liability company, or corporation, the
21certificate of limited partnership, articles of organization, or articles
22of incorporation filed by the converted entity, as applicable, shall
23contain a statement of conversion, in that form as may be
24prescribed by the Secretary of State. If the converting partnership
25has not filed a statement of partnership authority under Section
2616303 that is effective at the time of the conversion, upon
27conversion to a domestic limited partnership, limited liability
28company, or corporation, the converted entity may, but is not
29required to file, on its certificate of limited partnership, articles of
30organization, or articles of incorporation, a statement of conversion.
31A statement of conversion shall set forth all of the following:

32(1) The namebegin insert of the converting partnershipend insert and the Secretary
33of State’s file number, if any, of the converting partnership.

34(2) A statement that the principal terms of the plan of conversion
35were approved by a vote of the partners, which equaled or exceeded
36the vote required under Section 16903.

37(3) The name and street address of the partnership’s agent for
38service of process. If a corporation qualified under Section 1505
39is designated, no address for it shall be set forth.

P35   1(b) A partnership converting to a foreign other business entity
2that has filed a statement of partnership authority under Section
316303 that is effective at the time of conversion may file a
4certificate of conversion with the Secretary of State. The certificate
5of conversion shall contain the following:

6(1) The names of the converting partnership and the converted
7entity.

8(2) The street address of the converted entity’s chief executive
9office and of an office in this state, if any.

10(3) The form of organization of the converted entity.

11(4) The name, street address, and mailing address of the
12partnership’s agent for service of process. If a corporation qualified
13under Section 1505 is designated as the agent, no address for it
14shall be set forth.

15(c) The filing with the Secretary of State of a certificate of
16limited partnership, articles of organization, or articles of
17incorporation containing a statement of conversion as set forth in
18subdivision (a) or a certificate of conversion filed pursuant to
19subdivision (b) shall have the effect of the filing of a cancellation
20by the converting partnership of any statement of partnership
21authority filed by it.

22

SEC. 33.  

Section 16915 of the Corporations Code is amended
23to read:

24

16915.  

(a) In a merger involving a domestic partnership, in
25which another partnership or a foreign other business entity is a
26party, but in which no other domestic other business entity is a
27party, the surviving partnership or surviving foreign other business
28entity may file with the Secretary of State a statement that one or
29more partnerships have merged into the surviving partnership or
30surviving foreign other business entity, or that one or more
31partnerships or foreign other business entities have merged into
32the surviving domestic partnership. A statement of merger shall
33contain the following:

34(1) The name of each partnership or foreign other business entity
35that is a party to the merger.

36(2) The name of the surviving entity into which the other
37partnerships or foreign other business entities were merged.

38(3) The street address of the surviving entity’s chief executive
39office and of an office in this state, if any.

P36   1(4) Whether the surviving entity is a partnership or a foreign
2other business entity, specifying the type of the entity.

3(b) In a merger involving a domestic partnership in which a
4domestic other business entity is also a party, after approval of the
5merger by the constituent partnerships and any constituent other
6business entities, the constituent partnerships and constituent other
7business entities shall file a certificate of merger in the office of,
8and on a form prescribed by, the Secretary of State, but if the
9surviving entity is a domestic corporation or a foreign corporation
10in a merger in which a domestic corporation is a constituent party,
11the surviving corporation shall file in the office of the Secretary
12of State a copy of the agreement of merger and attachments
13required under paragraph (1) of subdivision (g) of Section 1113.
14The certificate of merger shall be executed and acknowledged by
15each domestic constituent partnership by two partners (unless a
16lesser number is provided in the partnership agreement) and by
17each foreign constituent partnership by one or more partners, and
18by each constituent other business entity by those persons required
19to execute the certificate of merger by the laws under which the
20constituent other business entity is organized. The certificate of
21merger shall set forth all of the following:

22(1) The names and the Secretary of State’s file numbers, if any,
23of each of the constituent partnerships and constituent other
24business entities, separately identifying the disappearing
25partnerships and disappearing other business entities and the
26surviving partnership or surviving other business entity.

27(2) If a vote of the partners was required under Section 16911,
28a statement that the principal terms of the agreement of merger
29were approved by a vote of the partners, which equaled or exceeded
30the vote required.

31(3) If the surviving entity is a domestic partnership and not an
32other business entity, any change to the information set forth in
33any filed statement of partnership authority of the surviving
34partnership resulting from the merger, including any change in the
35name of the surviving partnership resulting from the merger. The
36filing of a certificate of merger setting forth any changes to any
37filed statement of partnership authority of the surviving partnership
38shall have the effect of the filing of a certificate of amendment of
39the statement of partnership authority by the surviving partnership,
P37   1and the surviving partnership need not file a certificate of
2amendment under Section 16105 to reflect those changes.

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

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

12(6) Any other information required to be stated in the certificate
13of merger by the laws under which each constituent other business
14entity is organized.

15(c) A statement of merger or a certificate of merger, as is
16applicable under subdivision (a) or (b), shall have the effect of the
17filing of a cancellation for each disappearing partnership of any
18statement of partnership authority filed by it, and shall have the
19effect of filing the notice of cessation required by Section 16954
20or 16960, if applicable.

21

SEC. 34.  

Section 16953 of the Corporations Code is amended
22to read:

23

16953.  

(a) To become a registered limited liability partnership,
24a partnership, other than a limited partnership, shall file with the
25Secretary of State a registration, executed by one or more partners
26authorized to execute a registration, stating all of the following:

27(1) The name of the partnership.

28(2) The street address of its principal office.

29(3) The mailing address of its principal office, if different from
30the street address.

31(4) The name and street address of the agent for service of
32process on the limited liability partnership in California in
33accordance with subdivision (a) of Section 16309.

34(5) A brief statement of the business in which the partnership
35engages.

36(6) Any other matters that the partnership determines to include.

37(7) That the partnership is registering as a registered limited
38liability partnership.

39(b) The registration shall be accompanied by a fee as set forth
40in subdivision (a) of Section 12189 of the Government Code.

P38   1(c) The Secretary of State shall register as a registered limited
2liability partnership any partnership that submits a completed
3registration with the required fee.

4(d) The Secretary of State may cancel the filing of the
5registration if a check or other remittance accepted in payment of
6the filing fee is not paid upon presentation. Upon receiving written
7notification that the item presented for payment has not been
8honored for payment, the Secretary of State shall give a first written
9notice of the applicability of this section to the agent for service
10of process or to the person submitting the instrument. Thereafter,
11if the amount has not been paid by cashier’s check or equivalent,
12the Secretary of State shall give a second written notice of
13cancellation and the cancellation shall thereupon be effective. The
14second notice shall be given 20 days or more after the first notice
15and 90 days or less after the date of the original filing.

16(e) A partnership becomes a registered limited liability
17partnership at the time of the filing of the initial registration with
18the Secretary of State or at any later date or time specified in the
19registration and the payment of the fee required by subdivision
20 (b). A partnership continues as a registered limited liability
21partnership until a notice that it is no longer a registered limited
22liability partnership has been filed pursuant to subdivision (b) of
23Section 16954 or, if applicable, until it has been dissolved and
24finally wound up. The status of a partnership as a registered limited
25liability partnership and the liability of a partner of the registered
26limited liability partnership shall not be adversely affected by
27errors or subsequent changes in the information stated in a
28registration under subdivision (a) or an amended registration or
29notice under Section 16954.

30(f) The fact that a registration or amended registration pursuant
31to this section is on file with the Secretary of State is notice that
32the partnership is a registered limited liability partnership and of
33those other facts contained therein that are required to be set forth
34in the registration or amended registration.

35(g) The Secretary of State shall provide a form for a registration
36under subdivision (a), which shall include the form for confirming
37compliance with the optional security requirement pursuant to
38subdivision (c) of Section 16956. The Secretary of State shall
39include with instructional materials provided in conjunction with
40the form for a registration under subdivision (a) a notice that filing
P39   1the registration will obligate the limited liability partnership to pay
2an annual tax for that taxable year to the Franchise Tax Board
3pursuant to Section 17948 of the Revenue and Taxation Code.
4That notice shall be updated annually to specify the dollar amount
5of the tax.

6(h) A limited liability partnership providing professional limited
7liability partnership services in this state shall comply with all
8statutory and administrative registration or filing requirements of
9the state board, commission, or other agency that prescribes the
10rules and regulations governing the particular profession in which
11the partnership proposes to engage, pursuant to the applicable
12provisions of the Business and Professions Code relating to that
13profession. The state board, commission, or other agency shall not
14disclose, unless compelled by a subpoena or other order of a court
15of competent jurisdiction, any information it receives in the course
16of evaluating the compliance of a limited liability partnership with
17applicable statutory and administrative registration or filing
18requirements, provided that nothing in this section shall be
19construed to prevent a state board, commission, or other agency
20from disclosing the manner in which the limited liability
21partnership has complied with the requirements of Section 16956,
22or the compliance or noncompliance by the limited liability
23partnership with any other requirements of the state board,
24commission, or other agency.

25(i) An agent designated for service of process may deliver to
26the Secretary of State, on a form prescribed by the Secretary of
27State for filing, a signed and acknowledged written statement of
28resignation as an agent for service of process containing the name
29of the limited liability partnership and the Secretary of State’s file
30number of the limited liability partnership, the name of the
31resigning agent for service of process, and a statement that the
32agent is resigning. On filing of the statement of resignation, the
33authority of the agent to act in that capacity shall cease and the
34Secretary of State shall mail or otherwise provide written notice
35of the filing of the statement of resignation to the limited liability
36partnership at its principal office.

37(j) The resignation of an agent may be effective if, on a form
38prescribed by the Secretary of State containing the name of the
39limited liability partnership and Secretary of State’s file number
40for the limited liability partnership and the name of the agent for
P40   1service of process, the agent disclaims having been properly
2appointed as the agent.

3(k) If an individual who has been designated agent for service
4of process dies, resigns, or no longer resides in the state or if the
5corporate agent for that purpose resigns, dissolves, withdraws from
6the state, forfeits its right to transact intrastate business, has its
7corporate rights, powers, and privileges suspended, or ceases to
8exist, the limited liability partnership shall promptly file an
9amended registration as a limited liability partnership designating
10a new agent.

11(l) The Secretary of State may destroy or otherwise dispose of
12any statement of resignation filed pursuant to this section after a
13new registration is filed pursuant to this section replacing the agent
14for service of process that has resigned.

15

SEC. 35.  

Section 16959 of the Corporations Code, as amended
16by Section 43 of Chapter 494 of the Statutes of 2012, is amended
17to read:

18

16959.  

(a) (1) Before transacting intrastate business in this
19state, a foreign limited liability partnership shall comply with all
20statutory and administrative registration or filing requirements of
21the state board, commission, or agency that prescribes the rules
22and regulations governing a particular profession in which the
23partnership proposes to be engaged, pursuant to the applicable
24provisions of the Business and Professions Code relating to the
25profession or applicable rules adopted by the governing board. A
26foreign limited liability partnership that transacts intrastate business
27in this state shall within 30 days after the effective date of the act
28enacting this section or the date on which the foreign limited
29liability partnership first transacts intrastate business in this state,
30whichever is later, register with the Secretary of State by submitting
31to the Secretary of State an application for registration as a foreign
32limited liability partnership, signed by a person with authority to
33do so under the laws of the jurisdiction of formation of the foreign
34limited liability partnership, stating the name of the partnership,
35the street address of its principal office, the mailing address of the
36principal office if different from the street address, the name and
37street address of its agent for service of process in this state in
38accordance with subdivision (a) of Section 16309, a brief statement
39of the business in which the partnership engages, and any other
40matters that the partnership determines to include.

P41   1(2) Annexed to the application for registration shall be a
2certificate from an authorized public official of the foreign limited
3liability partnership’s jurisdiction of organization to the effect that
4the foreign limited liability partnership is in good standing in that
5jurisdiction, if the laws of that jurisdiction permit the issuance of
6those certificates, or, in the alternative, a statement by the foreign
7limited liability partnership that the laws of its jurisdiction of
8organization do not permit the issuance of those certificates.

9(b) The registration shall be accompanied by a fee as set forth
10in subdivision (b) of Section 12189 of the Government Code.

11(c) If the Secretary of State finds that an application for
12registration conforms to law and all requisite fees have been paid,
13the Secretary of State shall issue a certificate of registration to
14transact intrastate business in this state.

15(d) The Secretary of State may cancel the filing of the
16registration if a check or other remittance accepted in payment of
17the filing fee is not paid upon presentation. Upon receiving written
18notification that the item presented for payment has not been
19honored for payment, the Secretary of State shall give a first written
20notice of the applicability of this section to the agent for service
21of process or to the person submitting the instrument. Thereafter,
22if the amount has not been paid by cashier’s check or equivalent,
23the Secretary of State shall give a second written notice of
24cancellation and the cancellation shall thereupon be effective. The
25second notice shall be given 20 days or more after the first notice
26and 90 days or less after the original filing.

27(e) A partnership becomes registered as a foreign limited liability
28partnership at the time of the filing of the initial registration with
29the Secretary of State or at any later date or time specified in the
30registration and the payment of the fee required by subdivision
31(b). A partnership continues to be registered as a foreign limited
32liability partnership until a notice that it is no longer so registered
33as a foreign limited liability partnership has been filed pursuant to
34Section 16960 or, if applicable, once it has been dissolved and
35finally wound up. The status of a partnership registered as a foreign
36limited liability partnership and the liability of a partner of that
37foreign limited liability partnership shall not be adversely affected
38by errors or subsequent changes in the information stated in an
39application for registration under subdivision (a) or an amended
40registration or notice under Section 16960.

P42   1(f) The fact that a registration or amended registration pursuant
2to Section 16960 is on file with the Secretary of State is notice that
3the partnership is a foreign limited liability partnership and of those
4other facts contained therein that are required to be set forth in the
5registration or amended registration.

6(g) The Secretary of State shall provide a form for a registration
7under subdivision (a), which shall include the form for confirming
8compliance with the optional security requirement pursuant to
9subdivision (c) of Section 16956. The Secretary of State shall
10include with instructional materials, provided in conjunction with
11the form for registration under subdivision (a), a notice that filing
12the registration will obligate the limited liability partnership to pay
13an annual tax for that taxable year to the Franchise Tax Board
14pursuant to Section 17948 of the Revenue and Taxation Code.
15That notice shall be updated annually to specify the dollar amount
16of this tax.

17(h) A foreign limited liability partnership transacting intrastate
18business in this state shall not maintain any action, suit, or
19proceeding in any court of this state until it has registered in this
20state pursuant to this section.

21(i) Any foreign limited liability partnership that transacts
22intrastate business in this state without registration is subject to a
23penalty of twenty dollars ($20) for each day that unauthorized
24intrastate business is transacted, up to a maximum of ten thousand
25dollars ($10,000).

26(j) A partner of a foreign limited liability partnership is not liable
27for the debts or obligations of the foreign limited liability
28partnership solely by reason of its having transacted business in
29this state without registration.

30(k) A foreign limited liability partnership, transacting business
31in this state without registration, appoints the Secretary of State
32as its agent for service of process with respect to causes of action
33arising out of the transaction of business in this state.

34(l) “Transact intrastate business” as used in this section means
35to repeatedly and successively provide professional limited liability
36partnership services in this state, other than in interstate or foreign
37commerce.

38(m) Without excluding other activities that may not be
39considered to be transacting intrastate business, a foreign limited
40liability partnership shall not be considered to be transacting
P43   1intrastate business merely because its subsidiary or affiliate
2transacts intrastate business, or merely because of its status as any
3one or more of the following:

4(1) A shareholder of a domestic corporation.

5(2) A shareholder of a foreign corporation transacting intrastate
6business.

7(3) A limited partner of a foreign limited partnership transacting
8intrastate business.

9(4) A limited partner of a domestic limited partnership.

10(5) A member or manager of a foreign limited liability company
11transacting intrastate business.

12(6) A member or manager of a domestic limited liability
13company.

14(n) Without excluding other activities that may not be considered
15to be transacting intrastate business, a foreign limited liability
16partnership shall not be considered to be transacting intrastate
17business within the meaning of this subdivision solely by reason
18of carrying on in this state any one or more of the following
19activities:

20(1) Maintaining or defending any action or suit or any
21administrative or arbitration proceeding, or effecting the settlement
22thereof or the settlement of claims or disputes.

23(2) Holding meetings of its partners or carrying on any other
24activities concerning its internal affairs.

25(3) Maintaining bank accounts.

26(4) Maintaining offices or agencies for the transfer, exchange,
27and registration of the foreign limited liability partnership’s
28securities or maintaining trustees or depositories with respect to
29those securities.

30(5) Effecting sales through independent contractors.

31(6) Soliciting or procuring orders, whether by mail or through
32employees or agents or otherwise, where those orders require
33acceptance without this state before becoming binding contracts.

34(7) Creating or acquiring evidences of debt or mortgages, liens,
35or security interest in real or personal property.

36(8) Securing or collecting debts or enforcing mortgages and
37security interests in property securing the debts.

38(9) Conducting an isolated transaction that is completed within
39180 days and not in the course of a number of repeated transactions
40of a like nature.

P44   1(o) A person shall not be deemed to be transacting intrastate
2business in this state merely because of its status as a partner of a
3registered limited liability partnership or a foreign limited liability
4company whether or not registered to transact intrastate business
5in this state.

6(p) The Attorney General may bring an action to restrain a
7foreign limited liability partnership from transacting intrastate
8business in this state in violation of this chapter.

9(q) Nothing in this section is intended to, or shall, augment,
10diminish, or otherwise alter existing provisions of law, statutes,
11or court rules relating to services by a California architect,
12California public accountant, California engineer, California land
13surveyor, or California attorney in another jurisdiction, or services
14by an out-of-state architect, out-of-state public accountant,
15out-of-state engineer, out-of-state land surveyor, or out-of-state
16attorney in California.

17(r) An agent designated for service of process may deliver to
18the Secretary of State, on a form prescribed by the Secretary of
19State for filing, a signed and acknowledged written statement of
20resignation as an agent for service of process containing the name
21of the foreign limited liability partnership and Secretary of State’s
22file number of the foreign limited liability partnership, the name
23of the resigning agent for service of process, and a statement that
24the agent is resigning. On filing of the statement of resignation,
25the authority of the agent to act in that capacity shall cease and the
26Secretary of State shall mail or otherwise provide written notice
27of the filing of the statement of resignation to the foreign limited
28liability partnership at its principal office.

29(s) The resignation of an agent may be effective if, on a form
30prescribed by the Secretary of State containing the name of the
31foreign limited liability partnership and Secretary of State’s file
32number for the foreign limited liability partnership and the name
33of the agent for service of process, the agent disclaims having been
34properly appointed as the agent.

35(t) If an individual who has been designated agent for service
36of process dies or resigns or no longer resides in the state, or if the
37corporate agent for that purpose resigns, dissolves, withdraws from
38the state, forfeits its right to transact intrastate business, has its
39corporate rights, powers, and privileges suspended, or ceases to
40exist, the foreign limited liability partnership shall promptly file
P45   1an amended application for registration as a foreign limited liability
2partnership designating a new agent.

3(u) The Secretary of State may destroy or otherwise dispose of
4any resignation filed pursuant to this section after a new application
5for registration as a foreign limited liability partnership is filed
6pursuant to this section replacing the agent for service of process
7that has resigned.

8(v) This section shall remain in effect only until January 1, 2016,
9and as of that date is repealed, unless a later enacted statute, that
10is enacted before January 1, 2016, deletes or extends that date.

11

SEC. 36.  

Section 16959 of the Corporations Code, as amended
12by Section 44 of Chapter 494 of the Statutes of 2012, is amended
13to read:

14

16959.  

(a) (1) Before transacting intrastate business in this
15state, a foreign limited liability partnership shall comply with all
16statutory and administrative registration or filing requirements of
17the state board, commission, or agency that prescribes the rules
18and regulations governing a particular profession in which the
19partnership proposes to be engaged, pursuant to the applicable
20provisions of the Business and Professions Code relating to the
21profession or applicable rules adopted by the governing board. A
22foreign limited liability partnership that transacts intrastate business
23in this state shall within 30 days after the effective date of the act
24enacting this section or the date on which the foreign limited
25liability partnership first transacts intrastate business in this state,
26whichever is later, register with the Secretary of State by submitting
27to the Secretary of State an application for registration as a foreign
28limited liability partnership, signed by a person with authority to
29do so under the laws of the jurisdiction of formation of the foreign
30limited liability partnership, stating the name of the partnership,
31the street address of its principal office, the mailing address of the
32principal office if different from the street address, the name and
33street address of its agent for service of process in this state in
34accordance with subdivision (a) of Section 16309, a brief statement
35of the business in which the partnership engages, and any other
36matters that the partnership determines to include.

37(2) Annexed to the application for registration shall be a
38certificate from an authorized public official of the foreign limited
39liability partnership’s jurisdiction of organization to the effect that
40the foreign limited liability partnership is in good standing in that
P46   1jurisdiction, if the laws of that jurisdiction permit the issuance of
2those certificates, or, in the alternative, a statement by the foreign
3limited liability partnership that the laws of its jurisdiction of
4organization do not permit the issuance of those certificates.

5(b) The registration shall be accompanied by a fee as set forth
6in subdivision (b) of Section 12189 of the Government Code.

7(c) If the Secretary of State finds that an application for
8registration conforms to law and all requisite fees have been paid,
9the Secretary of State shall issue a certificate of registration to
10transact intrastate business in this state.

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

23(e) A partnership becomes registered as a foreign limited liability
24partnership at the time of the filing of the initial registration with
25the Secretary of State or at any later date or time specified in the
26registration and the payment of the fee required by subdivision
27(b). A partnership continues to be registered as a foreign limited
28liability partnership until a notice that it is no longer so registered
29as a foreign limited liability partnership has been filed pursuant to
30Section 16960 or, if applicable, once it has been dissolved and
31finally wound up. The status of a partnership registered as a foreign
32limited liability partnership and the liability of a partner of that
33foreign limited liability partnership shall not be adversely affected
34by errors or subsequent changes in the information stated in an
35application for registration under subdivision (a) or an amended
36registration or notice under Section 16960.

37(f) The fact that a registration or amended registration pursuant
38to Section 16960 is on file with the Secretary of State is notice that
39the partnership is a foreign limited liability partnership and of those
P47   1other facts contained therein that are required to be set forth in the
2registration or amended registration.

3(g) The Secretary of State shall provide a form for a registration
4under subdivision (a), which shall include the form for confirming
5compliance with the optional security requirement pursuant to
6subdivision (c) of Section 16956. The Secretary of State shall
7include with instructional materials, provided in conjunction with
8the form for registration under subdivision (a), a notice that filing
9the registration will obligate the limited liability partnership to pay
10an annual tax for that taxable year to the Franchise Tax Board
11pursuant to Section 17948 of the Revenue and Taxation Code.
12That notice shall be updated annually to specify the dollar amount
13of this tax.

14(h) A foreign limited liability partnership transacting intrastate
15business in this state shall not maintain any action, suit, or
16proceeding in any court of this state until it has registered in this
17state pursuant to this section.

18(i) Any foreign limited liability partnership that transacts
19intrastate business in this state without registration is subject to a
20penalty of twenty dollars ($20) for each day that unauthorized
21intrastate business is transacted, up to a maximum of ten thousand
22dollars ($10,000).

23(j) A partner of a foreign limited liability partnership is not liable
24for the debts or obligations of the foreign limited liability
25partnership solely by reason of its having transacted business in
26this state without registration.

27(k) A foreign limited liability partnership, transacting business
28in this state without registration, appoints the Secretary of State
29as its agent for service of process with respect to causes of action
30arising out of the transaction of business in this state.

31(l) “Transact intrastate business” as used in this section means
32to repeatedly and successively provide professional limited liability
33partnership services in this state, other than in interstate or foreign
34commerce.

35(m) Without excluding other activities that may not be
36considered to be transacting intrastate business, a foreign limited
37liability partnership shall not be considered to be transacting
38intrastate business merely because its subsidiary or affiliate
39transacts intrastate business, or merely because of its status as any
40one or more of the following:

P48   1(1) A shareholder of a domestic corporation.

2(2) A shareholder of a foreign corporation transacting intrastate
3business.

4(3) A limited partner of a foreign limited partnership transacting
5intrastate business.

6(4) A limited partner of a domestic limited partnership.

7(5) A member or manager of a foreign limited liability company
8transacting intrastate business.

9(6) A member or manager of a domestic limited liability
10company.

11(n) Without excluding other activities that may not be considered
12to be transacting intrastate business, a foreign limited liability
13partnership shall not be considered to be transacting intrastate
14business within the meaning of this subdivision solely by reason
15of carrying on in this state any one or more of the following
16activities:

17(1) Maintaining or defending any action or suit or any
18administrative or arbitration proceeding, or effecting the settlement
19thereof or the settlement of claims or disputes.

20(2) Holding meetings of its partners or carrying on any other
21activities concerning its internal affairs.

22(3) Maintaining bank accounts.

23(4) Maintaining offices or agencies for the transfer, exchange,
24and registration of the foreign limited liability partnership’s
25securities or maintaining trustees or depositories with respect to
26those securities.

27(5) Effecting sales through independent contractors.

28(6) Soliciting or procuring orders, whether by mail or through
29employees or agents or otherwise, where those orders require
30acceptance without this state before becoming binding contracts.

31(7) Creating or acquiring evidences of debt or mortgages, liens,
32or security interest in real or personal property.

33(8) Securing or collecting debts or enforcing mortgages and
34security interests in property securing the debts.

35(9) Conducting an isolated transaction that is completed within
36180 days and not in the course of a number of repeated transactions
37of a like nature.

38(o) A person shall not be deemed to be transacting intrastate
39business in this state merely because of its status as a partner of a
40registered limited liability partnership or a foreign limited liability
P49   1company whether or not registered to transact intrastate business
2in this state.

3(p) The Attorney General may bring an action to restrain a
4foreign limited liability partnership from transacting intrastate
5business in this state in violation of this chapter.

6(q) Nothing in this section is intended to, or shall, augment,
7diminish, or otherwise alter existing provisions of law, statutes,
8or court rules relating to services by a California architect,
9California public accountant, or California attorney in another
10jurisdiction, or services by an out-of-state architect, out-of-state
11public accountant, or out-of-state attorney in California.

12(r) An agent designated for service of process may deliver to
13the Secretary of State, on a form prescribed by the Secretary of
14State for filing, a signed and acknowledged written statement of
15resignation as an agent for service of process containing the name
16of the foreign limited liability partnership and Secretary of State’s
17file number of the foreign limited liability partnership, the name
18of the resigning agent for service of process, and a statement that
19the agent is resigning. On filing of the statement of resignation,
20the authority of the agent to act in that capacity shall cease and the
21Secretary of State shall mail or otherwise provide written notice
22of the filing of the statement of resignation to the foreign limited
23liability partnership at its principal office.

24(s) The resignation of an agent may be effective if, on a form
25prescribed by the Secretary of State containing the name and
26Secretary of State’s file number for the foreign limited liability
27partnership and the name of the agent for service of process, the
28agent disclaims having been properly appointed as the agent.

29(t) If an individual who has been designated agent for service
30of process dies or resigns or no longer resides in the state, or if the
31corporate agent for that purpose resigns, dissolves, withdraws from
32the state, forfeits its right to transact intrastate business, has its
33corporate rights, powers, and privileges suspended, or ceases to
34exist, the foreign limited liability partnership shall promptly file
35an amended application for registration as a foreign limited liability
36partnership designating a new agent.

37(u) The Secretary of State may destroy or otherwise dispose of
38any resignation filed pursuant to this section after a new application
39for registration as a foreign limited liability partnership is filed
P50   1pursuant to this section replacing the agent for service of process
2that has resigned.

3(v) This section shall become operative on January 1, 2016.

4

SEC. 37.  

Section 16960 of the Corporations Code is amended
5to read:

6

16960.  

(a) The registration of a foreign limitedbegin insert liabilityend insert
7 partnership may be amended by an amended registration executed
8by one or more partners authorized to execute an amended
9registration and filed with the Secretary of State, as soon as
10reasonably practical after any information set forth in the
11registration or previously filed amended registration becomes
12inaccurate, to add information to the registration or amended
13registration or to withdraw its registration as a foreign limited
14liability partnership.

15(b) If a foreign limitedbegin insert liabilityend insert partnership ceases to be a limited
16liability partnership, it shall file with the Secretary of State a notice,
17executed by one or more partners authorized to execute the notice,
18that it is no longer a foreign limited liability partnership. The notice
19shall state that a final annual tax return, as described by Section
2017948.3 of the Revenue and Taxation Code, has been or will be
21filed with the Franchise Tax Board, as required under Part 10.2
22(commencing with Section 18401) of the Revenue and Taxation
23Code.

24(c) A foreign limited liability partnership that is, but is no longer
25required to be, registered under Section 16959 may withdraw its
26registration by filing a notice with the Secretary of State, executed
27by one or more partners authorized to execute the notice.

28(d) The Secretary of State shall provide forms for an amended
29registration under subdivision (a) and notices under subdivisions
30(b) and (c).

31(e) If a foreign limited liability partnership files an amendment
32changing the name of the foreign limited liability partnership in
33its jurisdiction of organization, annexed to the application for
34registration shall be a certificate from an authorized public official
35of the foreign limited liability partnership’s jurisdiction of
36organization certifying that the foreign limited liability partnership
37is in good standing and that the change of name was made in
38accordance with the laws of that jurisdiction, if the laws of that
39jurisdiction permit the issuance of those certificates, or, in the
40alternative, a statement by the foreign limited liability partnership
P51   1that the laws of its jurisdiction of organization do not permit the
2issuance of those certificates. Unless the Secretary of State
3determines that the amendment to the application changing the
4 name or alternate name of a foreign limited liability partnership
5does not comply with the filing requirements of this chapter, the
6Secretary of State, upon payment of all requisite fees, shall file
7the amended application and shall issue to the foreign limited
8liability partnership a new certificate of registration stating the
9date of filing of the amendment to the application changing the
10name and that the foreign limited liability partnership is qualified
11to transact intrastate business, subject to any licensing requirements
12otherwise imposed by the laws of this state.

13(f) The filing of amended registration forms pursuant to
14subdivision (a) and a notice pursuant to subdivision (b) or (c) shall
15each be accompanied by a fee as set forth in subdivision (d) of
16Section 12189 of the Government Code.

17(g) A notice of cessation, signed pursuant to subdivision (b),
18shall be filed with the Secretary of State. The Secretary of State
19shall notify the Franchise Tax Board of the cessation.

20

SEC. 38.  

Section 17701.09 of the Corporations Code is
21amended to read:

22

17701.09.  

(a) Upon payment of the fee prescribed bybegin insert Section
2312190 ofend insert
the Government Code, a person may apply to reserve the
24exclusive use of the name of a limited liability company or foreign
25limited liability company, including an alternative name for a
26foreign limited liability company whose name is not available. If
27the Secretary of State finds that the name applied for is available,
28it shall reserve the name for the applicant’s exclusive use for up
29to 60 days and issue a certificate of reservation. The Secretary of
30State shall not issue certificates reserving the same name for two
31or more consecutive 60-day periods to the same applicant or for
32the use or benefit of the same person; nor shall consecutive
33reservations be made by or for the use or benefit of the same person
34for a name so similar as to fall within the prohibitions of
35subdivision (b) of Section 17701.08.

36(b) The owner of a name reserved for a limited liability company
37or foreign limited liability company may transfer the reservation
38to another person by delivering to the Secretary of State a signed
39notice of the transfer which statesbegin insert the reserved name andend insert the name
40and address of the transferee.

P52   1

SEC. 39.  

Section 17701.15 of the Corporations Code is
2amended to read:

3

17701.15.  

(a) To resign as an agent for service of process of
4a limited liability company or foreign limited liability company,
5the agent shall deliver to the Secretary of State for filing, on a form
6prescribed by the Secretary of State for filing, a signed and
7acknowledged statement of resignation as an agent for service of
8process containing the name of the limited liability companybegin insert or
9foreign limited liability companyend insert
, the Secretary of State’s file
10number for the limited liability companybegin insert or foreign limited liability
11companyend insert
, the name of the resigning agent for service of process,
12and a statement that the agent is resigning.

13(b) The Secretary of State shall mail or otherwise provide written
14notice of the statement of resignation to the designated office of
15the limited liability company or, in the case of a foreign limited
16liability company, to the principal office.

17(c) Upon filing of the statement of resignation, the authority of
18the agent to act in that capacity shall cease.

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

25(e) If an individual who has been designated agent for service
26of process dies or resigns or no longer resides in the state, or if the
27corporate agent for that purpose resigns, dissolves, withdraws from
28the state, forfeits its right to transact intrastate business in this state,
29has its corporate rights, powers, and privileges suspended, or ceases
30to exist, the limited liability company or foreign limited liability
31company shall promptly file an initial or amended statement of
32information as set forth in Section 17702.09.

33(f) The Secretary of State may destroy or otherwise dispose of
34a resignation filed pursuant to this section after a new form is filed
35pursuant to Section 17702.09 replacing the agent for service of
36process that has resigned.

37

SEC. 40.  

Section 17702.02 of the Corporations Code is
38amended to read:

39

17702.02.  

(a) The articles of organization may be amended
40or restated at any time.

P53   1(b) To amend its articles of organization, a limited liability
2company shall deliver to the Secretary of Statebegin delete for filingend delete a
3certificate of amendment, on a form prescribed by the Secretary
4ofbegin delete State,end deletebegin insert State for filing,end insert stating all of the following:

5(1) The present name of the limited liability company.

6(2) The Secretary of State’s file number for the limited liability
7company.

8(3) The changes the amendment makes to the articles of
9organization as most recently amended or restated.

10(c) To restate its articles of organization, a limited liability
11company shall deliver to the Secretary of State for filing, on a form
12prescribed by the Secretary of State entitled “Restated Articles of
13Organization,” stating, as applicable, the following:

14(1) The present name of the limited liability company and the
15Secretary of State’s file number for the limited liability company.

16(2) The entire text of the articles of organization as amended to
17the date of filing, except that if the limited liability company has
18filed a statement of information under Section 17702.09, the initial
19street address, the initial mailing address, and the name and address
20of the initial agent for service of process shall not be set forth.

21(d) Subject to subdivision (c) of Section 17701.12 and
22subdivision (c) of Section 17702.05, an amendment to or
23restatement of the articles of organization is effective when filed
24by the Secretary of State and shall be duly executed by at least one
25manager of a manager-managed limited liability company or at
26least one member of a member-managed limited liability company
27unless a greater number is provided in the articles of organization.

28(e) If a member of a member-managed limited liability company,
29or a manager of a manager-managed limited liability company,
30knows that any information in filed articles of organization was
31inaccurate when the articles were filed or has become inaccurate
32owing to changed circumstances, the member or manager shall
33promptly do the following:

34(1) Cause the articles to be amended.

35(2) If appropriate, deliver to the Secretary of State for filing a
36statement of information under Section 17701.14 or a certificate
37of correction under Section 17702.06.

38(f) A limited liability company shall not amend its articles of
39organization pursuant to subdivision (b) or restate its articles of
40organization pursuant to subdivision (c) in order to change its
P54   1designated office, its mailing address, its agent for service of
2process, or the address of its agent for service of process. To change
3that information, the limited liability company shall deliver to the
4Secretary of State for filing a statement of information under
5Section 17701.14.

6

SEC. 41.  

Section 17702.03 of the Corporations Code is
7amended to read:

8

17702.03.  

(a) A record delivered to the Secretary of State for
9filing pursuant to this title shall be signed as follows:

10(1) Except as otherwise provided in paragraphs (2) and (3), a
11record signed on behalf of a limited liability company shall be
12signed by a person authorized by the limited liability company.

13(2) A limited liability company’s initial articles of organization
14shall be signed by at least one person acting as an organizer.

15(3) A record filed on behalf of a dissolved limited liability
16company that has no members shall be signed by the person
17winding up the limited liability company’s activities or a person
18appointed under Section 17707.04 to wind up those activities.

19(4) A certificate of cancellation under Section 17707.02 shall
20be signed by each organizer that signed the initial articles of
21organization, but a personal representative of a deceased or
22incompetent organizer may sign in the place of the decedent or
23incompetent.

24(5) A certificate of cancellation under Section 17707.08 shall
25be signed by a majority of managers unless the event causing the
26dissolution that is specified in subdivision (c) of Section 17707.01
27occurs, in which case the certificate of cancellation shall be signed
28as provided in paragraph (3).

29(6) A certificate of correction shall be executed in the same
30manner in which the record being corrected was required to be
31executed.

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

33(c) A limited liability company may record in the office of the
34county recorder of any county in this state, and county recorders,
35on request, shall record a certified copy of the limited liability
36company articles of organization and any exhibit or attachment,
37or any amendment or correction thereto, that has been filed in the
38office of the Secretary of State. A foreign limited liability company
39may record in the office of the county recorder of any county in
40the state a certified copy of the application for registration of the
P55   1foreign limited liability company, or any amendment thereto, that
2has been filed in the office of the Secretary of State. The recording
3shall create a conclusive presumption in favor of any bona fide
4purchaser or encumbrancer for value of the limited liability
5company real property located in the county in which the certified
6copy has been recorded, of the statements contained therein.

7(d) If the Secretary of State determines that an instrument
8submitted for filing or otherwise submitted does not conform to
9the law and returns it to the person submitting it, the instrument
10may be resubmitted accompanied by a written opinion of a member
11of the State Bar of California submitting the instrument or
12representing the person submitting it, to the effect that the specific
13provisions of the instrument objected to by the Secretary of State
14do conform to law and stating the points and authorities upon
15which the opinion is based. The Secretary of State shall rely, with
16respect to any disputed point of law, other than the application of
17Sections 17701.08, 17701.09, 17708.02, and 17708.03, upon that
18written opinion in determining whether the instrument conforms
19to law. The date of filing in that case shall be the date the
20instrument is received on resubmission.

21

SEC. 42.  

Section 17702.06 of the Corporations Code is
22amended to read:

23

17702.06.  

(a) A limited liability company or foreign limited
24liability company may deliver to the Secretary of State for filing
25a certificate of correction on a form prescribed by the Secretary
26of State to correct a record previously delivered by the limited
27liability company or foreign limited liability company to the
28Secretary of State and filed by the Secretary of State, if at the time
29of filing the record contained inaccurate information or was
30defectively signed.

31(b) A certificate of correction under subdivision (a) may not
32state a delayed effective date and shall do all of the following:

33(1) State the present name of the limited liability company or
34foreign limited liability company and the Secretary of State’s file
35number.

36(2) Describe the title to the document to be corrected, including
37its filing date.

38(3) Set forth the name of each party to the document to be
39corrected.

P56   1(4) Specify the inaccurate information and the reason it is
2inaccurate or the manner in which the signing was defective.

3(5) Correct the defective signature or inaccurate information.

4(c) A certificate of correction shall be executed in the same
5manner in which the record being corrected was required to be
6executed.

7(d) When filed by the Secretary of State, a certificate of
8correction under subdivision (a) is effective retroactively as of the
9effective date of the record the certificate corrects, but the statement
10is effective when filed as to persons that previously relied on the
11uncorrected record and would be adversely affected by the
12retroactive effect.

13

SEC. 43.  

Section 17707.08 of the Corporations Code is
14amended to read:

15

17707.08.  

(a) (1) The managers shall sign and cause to be
16filed in the office of, and on a form prescribed by, the Secretary
17of State, a certificate of dissolution upon the dissolution of the
18limited liability company pursuant to Article 7 (commencing with
19Section 17707.01), unless the event causing the dissolution is that
20specified in subdivision (c) of Section 17707.01, in which case the
21persons conducting the winding up of the limited liability
22company’s affairs pursuant to Section 17707.04 shall have the
23obligation to sign and cause to be filed the certificate of dissolution.

24(2) The certificate of dissolution shall set forth all of the
25following:

26(A) The name of the limited liability company and the Secretary
27of State’s file number.

28(B) Any other information the persons filing the certificate of
29dissolution determine to include.

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

31(3) If a dissolution pursuant to subdivision (b) of Section
3217707.01 is made by the vote of all of the members and a statement
33to that effect is added to the certificate of cancellation of articles
34of organization pursuant to subdivision (b), the separate filing of
35a certificate of dissolution pursuant to this subdivision is not
36required.

37(b) (1) The persons who filed the certificate of dissolution shall
38sign and cause to be filed in the office of, and on a form prescribed
39by, the Secretary of State, a certificate of cancellation of articles
40of organization upon the completion of the winding up of the affairs
P57   1of the limited liability company pursuant to Section 17707.06,
2unless the event causing the dissolution is that specified in
3subdivision (c) of Section 17707.01, in that case the persons
4conducting the winding up of the limited liability company’s affairs
5pursuant to Section 17707.04 shall have the obligation to sign and
6cause to be filed the certificate of cancellation of articles of
7organization.

8(2) The certificate of cancellation of articles of organization
9shall set forth all of the following:

10(A) The name of the limited liability company and the Secretary
11of State’s file number.

12(B) That a final franchise tax return, as described by Section
1323332 of the Revenue and Taxation Code, or a final annual tax
14return, as described by Section 17947 of the Revenue and Taxation
15Code, has been or will be filed with the Franchise Tax Board, as
16required under Part 10.2 (commencing with Section 18401) of
17Division 2 of the Revenue and Taxation Code.

18(C) That upon the filing of the certificate of cancellation, the
19limited liability company shall be canceled and its powers, rights,
20and privileges shall cease.

21(D) 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 17708.05 of the Corporations Code is
29amended to read:

30

17708.05.  

(a) A foreign limited liability company whose name
31does not comply with Section 17701.08 shall not obtain a certificate
32of registration until it adopts, for the purpose of transacting
33intrastate business in this state, an alternate name that complies
34with Section 17701.08. A foreign limited liability company that
35adopts an alternate name under this subdivision and obtains a
36certificate of registration with the alternate name need not comply
37with fictitious or assumed name statutes. After obtaining a
38certificate of registration with an alternate name, a foreign limited
39liability company shall transact intrastate business in this state
40under the alternate name unless the limited liability company is
P58   1authorized under fictitious or assumed name statutes to transact
2intrastate business in this state under another name.

3(b) (1) If a foreign limited liability company authorized to
4transact intrastate business in this state changes its name or its
5alternate name or relinquishes its alternate name, the foreign limited
6liability company shall not thereafter transact intrastate business
7in this state under that name or alternate name until it delivers an
8amended application to register, on a form prescribed by the
9Secretary of State, to the Secretary of State for filing. A foreign
10limited liability company shall not change its alternate name unless
11its name does not comply with Section 17701.08.

12(A) If the new name of the foreign limited liability company
13does not comply with Section 17701.08, an alternate name, if one
14has not been adopted, shall be adopted pursuant to subdivision (a).

15(B) If the new name of the foreign limited liability company
16complies with Section 17701.08, the foreign limited liability
17company shall not adopt an alternate name pursuant to subdivision
18(a) and shall relinquish any alternate name. A foreign limited
19liability company that registered to transact intrastate business
20with an alternate name prior to January 1, 2014, shall not be
21required to relinquish the alternate name.

22(C) If the foreign limited liability company is changing its
23alternate name, the new alternate name shall comply with Section
2417701.08.

25(2) The amended application for registration shall state the
26Secretary of State’s file number, the name or alternate name, and
27the new name or new alternate name adopted under subdivision
28(a). Except as otherwise provided in subparagraph (B) of paragraph
29(1), if the name of the limited liability company complies with
30Section 17701.08, the amended application for registration also
31shall contain the alternate name being relinquished.

32(3) The foreign limited liability company shall deliver with the
33amended application to register a certificate, issued by the Secretary
34of State or other official having custody of the foreign limited
35liability company’s publicly filed records in the state or other
36jurisdiction under whose law the limited liability company is
37formed, that certifies the change of name was made in accordance
38with the laws of that state or other jurisdiction. The certificate is
39not required if the foreign limited liability company is changing
P59   1only its alternate name and the foreign limited liability company’s
2name does not comply with Section 17701.08.

3(4) Upon the filing of the amended application to register with
4the Secretary of State, the Secretary of State shall issue to the
5foreign limited liability company a new certificate of registration
6in accordance with Section 17708.04.

7

SEC. 45.  

Section 17708.06 of the Corporations Code is
8amended to read:

9

17708.06.  

(a) To cancel its registration to transact intrastate
10business in this state, a foreign limited liability company shall
11deliver to the Secretary of State for filing a certificate of
12cancellation, signed by a person with authority to do so under the
13law of the state of its organization, stating all of the following:

14(1) The name under which the foreign limited liability company
15is authorized to transact intrastate business in this state, and the
16Secretary of State’s file numberbegin insert for the foreign limited liability
17companyend insert
.

18(2) That a final franchise tax return, as described by Section
1923332 of the Revenue and Taxation Code, or a final annual tax
20return, as described by Section 17947 of the Revenue and Taxation
21Code, has been or will be filed with the Franchise Tax Board, as
22required under Part 10.2 (commencing with Section 18401) of
23Division 2 of the Revenue and Taxation Code.

24(3) That upon the filing of the certificate of cancellation the
25registration of the foreign limited liability company shall be
26canceled and its right to conduct intrastate business shall cease.

27(b) The registration is canceled when the certificate of
28cancellation becomes effective.

29(c) The Secretary of State may cancel the application and
30certificate of registration of a foreign limited liability company if
31a check or other remittance accepted in payment of the filing fee
32is not paid upon presentation. Upon receiving written notification
33that the item presented for payment has not been honored for
34payment, the Secretary of State shall give a first written notice of
35the applicability of the section to the agent for service of process
36or to the person submitting the instrument. Thereafter, if the amount
37has not been paid by cashier’s check or equivalent, the Secretary
38of State shall give a second written notice of cancellation and the
39cancellation shall thereupon be effective. The second notice shall
P60   1be given 20 days or more after the first notice, and 90 days or less
2after the original filing.

3

SEC. 46.  

Section 17710.06 of the Corporations Code is
4amended to read:

5

17710.06.  

(a) Upon conversion of a limited liability company,
6one of the following applies:

7(1) If the limited liability company is converting into a domestic
8limited partnership, a statement of conversion shall be completed
9on a certificate of limited partnership for the converted entity and
10shall be filed with the Secretary of State.

11(2) If the limited liability company is converting into a domestic
12partnership, a statement of conversion shall be completed on the
13statement of partnership authority for the converted entity. If no
14statement of partnership authority is filed, a certificate of
15conversion shall be filed separately with the Secretary of State.

16(3) If the limited liability company is converting into a domestic
17corporation, a statement of conversion shall be completed on the
18articles of incorporation for the converted entity and shall be filed
19with the Secretary of State.

20(4) If the limited liability company is converting to a foreign
21limited liability company or foreign other business entity, a
22certificate of conversion shall be filed with the Secretary of State.

23(b) Any certificate or statement of conversion shall be executed
24and acknowledged by all members, unless a lesser number is
25provided in the articles of organization or operating agreement,
26and shall set forth all of the following:

27(1) The namebegin insert of the converting limited liability companyend insert and
28the Secretary of State’s file number of the converting limited
29liability company.

30(2) A statement that the principal terms of the plan of conversion
31were approved by a vote of the members, that equaled or exceeded
32the vote required under Section 17710.03, specifying each class
33entitled to vote and the percentage vote required of each class.

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

35(1) The name, form, and jurisdiction of organization of the
36converted entity.

37(2) The name, street, and mailing address of the converted
38entity’s agent for service of process.

39(3) The street address of the converted entity’s chief executive
40office.

P61   1(d) The filing with the Secretary of State of a certificate of
2conversion, a certificate of limited partnership, a statement of
3partnership authority, or articles of incorporation containing a
4statement of conversion as set forth in subdivision (a) shall have
5the effect of the filing of a certificate of cancellation by the
6converting limited liability company, and no converting limited
7liability company that has made the filing is required to take any
8action under Article 7 (commencing with Section 17707.01) as a
9result of that conversion.

10(e) For the purposes of this title, the certificate of conversion
11shall be on a form prescribed by the Secretary of State.

12

SEC. 47.  

Section 17710.14 of the Corporations Code is
13amended to read:

14

17710.14.  

(a) If the surviving entity is a limited liability
15company or an other business entity, other than a corporation in a
16merger in which a domestic corporation is a constituent party, after
17approval of a merger by the constituent limited liability companies
18and any constituent other business entities, the constituent limited
19liability companies and constituent other business entities shall
20file a certificate of merger in the office of, and on a form prescribed
21by, the Secretary of State. The certificate of merger shall be
22executed and acknowledged by each domestic constituent limited
23liability company by all managers, or if none, all members unless
24a lesser number is provided in the articles of organization or
25operating agreement of the domestic constituent limited liability
26company and by each foreign constituent limited liability company
27by one or more managers, or if none, members, and by each
28constituent other business entity by those persons required to
29execute the certificate of merger by the laws under which the
30constituent other business entity is organized. The certificate of
31merger shall set forth all of the following:

32(1) The names and the Secretary of State’s file numbers, if any,
33of each of the constituent limited liability companies and
34constituent other business entities, separately identifying the
35disappearing limited liability companies and disappearing other
36business entities and the surviving limited liability company or
37surviving other business entity.

38(2) If a vote of the members was required pursuant to Section
3917710.12, a statement setting forth the total number of outstanding
40interests of each class entitled to vote on the merger and that the
P62   1principal terms of the agreement of merger were approved by a
2vote of the number of interests of each class that equaled or
3exceeded the vote required, specifying each class entitled to vote
4and the percentage vote required of each class.

5(3) If the surviving entity is a limited liability company and not
6an other business entity, any change required to the information
7set forth in the articles of organization of the surviving limited
8liability company resulting from the merger, including any change
9in the name of the surviving limited liability company resulting
10from the merger. The filing of a certificate of merger setting forth
11any such changes to the articles of organization of the surviving
12limited liability company shall have the effect of the filing of a
13certificate of amendment by the surviving limited liability
14company, and the surviving limited liability company need not
15file an amendment under Section 17702.02 to reflect those changes.

16(4) The future effective date, that shall be a date certain not
17more than 90 days subsequent to the date of filing of the merger,
18if the merger is not to be effective upon the filing of the certificate
19of merger with the office of the Secretary of State.

20(5) If the surviving entity is an other business entity or a foreign
21limited liability company, the full name of the entity, type of entity,
22legal jurisdiction where the entity was organized and by whose
23laws its internal affairs are governed, and the address of the
24principal place of business of the entity.

25(6) Any other information required to be stated in the certificate
26of merger by the laws where each constituent other business entity
27is organized, including if a domestic corporation is a party to the
28merger, as required under paragraph (2) of subdivision (g) of
29 Section 1113. If the surviving entity is a foreign limited liability
30company in a merger where a domestic corporation is a
31disappearing other business entity, a copy of the agreement of
32merger and attachments as required under paragraph (1) of
33subdivision (g) of Section 1113 shall be filed at the same time as
34the filing of the certificate of merger.

35(b) If the surviving entity is a domestic corporation or a foreign
36corporation in a merger that a domestic corporation is a constituent
37party, after approval of the merger by the constituent limited
38liability companies and constituent other business entities, the
39surviving corporation shall file in the office of the Secretary of
40State a copy of the agreement of merger and attachments required
P63   1under paragraph (1) of subdivision (g) of Section 1113. The
2certificate of merger shall be executed and acknowledged by each
3domestic constituent limited liability company by all of the
4managers, unless a lesser number is provided in the articles of
5organization of the limited liability company.

6(c) A certificate of merger or the agreement of merger, as is
7applicable under subdivisions (a) and (b), shall have the effect of
8the filing of a certificate of cancellation for each disappearing
9limited liability company, and no disappearing limited liability
10company need take any action under Article 7 (commencing with
11Section 17707.01) concerning dissolution as a result of the merger.

12(d) If a disappearing other entity is a foreign corporation
13qualified to transact intrastate business in this state, the filing of
14the certificate of merger or agreement of merger, as is applicable,
15 by the foreign corporation shall automatically surrender its right
16to transact intrastate business.

17

SEC. 48.  

Section 18210 of the Corporations Code is amended
18to read:

19

18210.  

(a) An agent designated by an unincorporated
20association for the service of process may deliver to the Secretary
21of State, on a form prescribed by the Secretary of State for filing,
22a signed and acknowledged written statement of resignation as an
23agent for service of process containing the name of the
24unincorporated association and Secretary of State’s file number
25of the unincorporated association, the name of the resigning agent
26for service of process, and a statement that the agent is resigning.
27The resignation is effective when filed. The Secretary of State
28shall mail or otherwise provide written notice of the filing to the
29unincorporated association at its address set out in the statement
30filed by the association.

31(b) An unincorporated association may at any time file with the
32Secretary of State a revocation of a designation of an agent for
33service of process on a form prescribed by the Secretary of State
34containing the name of the unincorporated association and
35Secretary of State’s file number for the unincorporated association,
36the name of the agent whose designation to accept service of
37process is being revoked and a statement that the unincorporated
38association has revoked the designation to accept service of
39process. The revocation is effective when filed.

P64   1(c) Notwithstanding subdivisions (a) and (b), service made on
2an agent designated by an unincorporated association for service
3of process in the manner provided in subdivision (e) of Section
418200 is effective if made within 30 days after the statement of
5resignation or the revocation is filed with the Secretary of State.

6(d) The resignation of an agent may be effective if, on a form
7prescribed by the Secretary of State containing the name of the
8unincorporated association and Secretary of State’s file number
9for the unincorporated association and the name of the agent for
10service of process, the agent disclaims having been properly
11appointed as the agent.

12(e) The Secretary of State may destroy or otherwise dispose of
13any resignation filed pursuant to this section after a new form is
14filed pursuant to Section 18200 replacing the agent for service of
15process that has resigned.

16

SEC. 49.  

Section 14101.6 of the Financial Code is amended
17to read:

18

14101.6.  

(a) Every credit union shall, within 90 days after the
19filing of its original articles and annually thereafter during the
20applicable filing period in each year, file, in a form prescribed by
21the Secretary of State, a statement containing: (1) the name of the
22credit union and the Secretary of State’s file number; (2) the names
23and complete business or residence addresses of its chief executive
24officers, secretary, and chief financial officer; (3) the street address
25of its principal office, if any; (4) if the credit union chooses to
26receive renewal notices and any other notifications from the
27Secretary of State by electronic mail instead of by United States
28mail, a valid electronic mail address for the credit union or for the
29credit union’s designee to receive those notices; and (5) the mailing
30address of the credit union, if different from the street address of
31its principal office.

32(b) The statement required by subdivision (a) shall also
33designate, as the agent of the credit union for the purpose of service
34of process, a natural person residing in this state or any domestic
35or foreign business corporation that has complied with Section
361505 of the Corporations Code and whose capacity to act as an
37agent has not terminated. If a natural person is designated, the
38statement shall set forth that person’s complete business or
39residence street address. If a corporate agent is designated, no
40address for it shall be set forth.

P65   1(c) For the purposes of this section, the applicable filing period
2for a credit union shall be the calendar month during which its
3original articles were filed and the immediately preceding five
4calendar months. The Secretary of State shall provide a notice to
5each credit union to comply with this section approximately three
6months prior to the close of the applicable filing period. The notice
7shall state the due date for compliance and shall be sent to the last
8address of the credit union according to the records of the Secretary
9of State if the credit union has elected to receive notices from the
10Secretary of State by electronic mail. Neither the failure of the
11Secretary of State to provide the notice nor the failure of the credit
12union to receive it is an excuse for failure to comply with this
13section.

14(d) Whenever any of the information required by subdivision
15(a) is changed, the credit union may file a current statement
16containing all the information required thereby. In order to change
17its agent for service of process or the address of the agent, the
18corporation must file a current statement containing all the
19information required by subdivisions (a) and (b). Whenever any
20statement is filed pursuant to this section, it supersedes any
21previously filed statement and the statement in the articles as to
22the agent for service of process and the address of the agent.

23(e) An agent designated for service of process pursuant to
24subdivision (b) may deliver to the Secretary of State, on a form
25prescribed by the Secretary of State for filing, a signed and
26acknowledged written statement of resignation as an agent for
27service of process containing the name of the credit union and
28Secretary of State’s file number of the credit union, the name of
29the agent, and a statement that the agent is resigning. Thereupon
30the authority of the agent to act in such capacity shall cease and
31the Secretary of State forthwith shall notify the credit union of the
32filing of the statement of resignation.

33(f) If a natural person who has been designated agent for service
34of process pursuant to subdivision (b) dies or resigns or no longer
35resides in the state, or if the corporate agent for such purpose
36resigns, dissolves, withdraws from the state, forfeits its right to
37transact intrastate business, has its corporate rights, powers, and
38privileges suspended or ceases to exist, the credit union shall
39forthwith file a new statement designating a new agent conforming
40to the requirements of subdivision (a).

P66   1(g) The resignation of an agent may be effective if, on a form
2prescribed by the Secretary of State containing the name of the
3credit union and Secretary of State’s file number for the credit
4union and the name of the agent for service of process, the agent
5disclaims having been properly appointed as the agent.

6(h) The Secretary of State may destroy or otherwise dispose of
7any statement or resignation filed pursuant to this section after it
8has been superseded by the filing of a new statement.

9(i) This section shall not be construed to place any person
10dealing with the credit union on notice of or in any duty to inquire
11about the existence or content of the statement filed pursuant to
12this section.

13

SEC. 50.  

Section 12261 of the Government Code is amended
14to read:

15

12261.  

begin insert(a)end insertbegin insertend insert The Secretary of State shall reinstate to active
16status on its records, a business entity for which a court finds any
17of the following:

begin delete

18(a)

end delete

19begin insert(1)end insert The factual representations by a shareholder, member,
20partner, or other person that are contained in the termination
21document are materially false.

begin delete

22(b)

end delete

23begin insert(2)end insert The submission of the termination document to the Secretary
24of State for filing is fraudulent.

begin delete

25(c)

end delete

26begin insert(b)end insert If a court of competent jurisdiction orders reinstatement of
27a business entity to active status on any of the grounds stated in
28begin delete subdivision (a) or (b)end deletebegin insert paragraph (1) or (2) of subdivision (a)end insert, the
29order for reinstatement shall state all of the following:

30(1) The specific grounds for reinstatement.

31(2) That if there is a conflict with the entity name under
32subdivision (b) of Section 201, subdivision (b) of Section 5122,
33subdivision (c) of Section 7122, subdivision (b) of Section 9122,
34subdivision (b) of Section 12302, subdivision (d) of Section
3515901.08, subdivision (b) of Section 17701.08 of the Corporations
36Code, or related statutes, the reinstatement shall be conditioned
37upon the business entity concurrently submitting for filing an
38amendment to change its name to eliminate the conflict along with
39the certified copy of the order required by Section 12263.

P67   1(3) That the business entity shall be reinstated effective from
2the date of the filing of the court order with the Secretary of State.

begin delete

3(d)

end delete

4begin insert(c)end insert The court order for reinstatement may be obtained by
5submitting a petition to the superior court containing the legal and
6factual basis for reinstatement or as part of a civil action for
7damages or equitable relief. The Secretary of State shall not be
8made a party to the proceeding.



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