BILL ANALYSIS Ó
SENATE JUDICIARY COMMITTEE
Senator Hannah-Beth Jackson, Chair
2013-2014 Regular Session
SB 1041 (Jackson)
As Amended March 28, 2014
Hearing Date: April 8, 2014
Fiscal: Yes
Urgency: No
RD
SUBJECT
Business: Filings
DESCRIPTION
This bill would make various technical, non-substantive, and
clarifying changes throughout the Corporations Code in
preparation for the Secretary of State's (SOS) automated filing
system. These changes include, among other things:
requiring that the SOS prescribe forms for the resignation of
agents for service of process;
harmonizing statutes relating to the resignation of agents for
service of process to provide consistency across different
types of business entities;
authorizing the SOS to remove and destroy records relating to
agent resignations if a new agent for service of process is
designated, as specified;
clarifying the necessary signatures for various business
filings;
clarifying when foreign limited liability company registration
cancellations are effective;
clarifying situations wherein a penalty for otherwise
delinquent annual statements would not be applied;
striking requirements for the provision of additional copies
of specified filings; and
correcting various internal cross references.
BACKGROUND
The California Corporations Code provides for the formation and
governance of various business entities, including corporations,
associations, partnerships, limited partnerships, limited
(more)
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liability companies, and limited liability partnerships. Each
of these businesses must file certain documents with the SOS in
order to form and stay in good standing with the state. These
include articles of incorporation, annual statements, and more.
The California Business Connect Project is a project set to
automate current processes within the SOS office, and allow for
all business instruments to be filed and accessed online, on an
around the clock basis.
The California Business Connect Feasibility Study Report,
approved by the California Technology Agency in April of 2011,
provides an overview of the problem faced by California with
respect to its current business filings system. The reliance on
manual labor and hard copies makes it not only increasingly
difficult to comply with current mandates and new mandates that
are created by law, but it also makes these vital business
records prone to human error and at risk of irreparable
destruction. (California Business Connect Feasibility Study
Report, March 2011, page 4.) "SOS staff pointed out that the
filing systems are so archaic, that in many cases, there is no
backup. The systems contain only a single paper copy of each
recording for Limited Liability Companies (LLCs), Limited
Partnerships (LPs), and general partnerships for the generations
of filings that make up much of the state's legally organized
small businesses. This means that in the event of a disaster,
such as a fire, the permanent records of hundreds of thousands
of California businesses may be wiped out." (Id.)
This bill, sponsored by the Secretary of State, Debra Bowen,
would make numerous technical, non-substantive, and clarifying
changes throughout existing law to assist in the development of
this automation project.
CHANGES TO EXISTING LAW
1. Existing law provides that any statement or certificate of
conversion must be executed and acknowledged by those officers
of the converting corporation as would be required to sign an
officers' certificate (i.e. a certificate signed and verified
by the chairman of the board, the president or any vice
president and by the secretary, the chief financial officer,
the treasurer or any assistant secretary or assistant
treasurer), and that the statement or certificate of
conversion must state specified information, including the
name and the Secretary of State's (SOS) file number of the
converting corporation, among other things. (Corp. Code Sec.
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1155(b).) Existing law includes a similar provision for the
conversion of a flexible purpose corporation. (Corp. Code Sec.
3304.)
This bill would require the above statements or certificates
of conversion to also state the name and street address of the
corporation's or converting entity's agent for service of
process. If a corporation is designated as the agent, as
specified, the bill would not require any address to be set
forth.
2. Existing law permits an agent designated for service of
process, as specified, to file a signed and acknowledged
written statement of resignation as such agent. At that point,
the authority of the agent to act in such capacity ceases and
the SOS is required to give, forthwith, written notice of the
filing of the statement of resignation by mail to the
corporation, as specified. (Corp. Code Secs. 1503(a),
6211(a), 8211(a), 12571(a), 15901.16(d)(2), 16309(b),
17701.15(a)-(b), 18210; Fin. Code Sec. 14101.6 (e).)
Existing law , in relevant part, also provides that under
regulations adopted by the SOS, the resignation of an agent
may be effective if the agent disclaims having been properly
appointed as the agent. (Corp. Code Secs. 1503(b), 6211(b),
8211(b), 12571(b); Fin. Code Sec. 14101.6(g).)
This bill would amend the above provisions to require that the
resignation be made on a form prescribed by the SOS that
includes the name of the business entity, the SOS's file
number for the business entity, the name of the resigning
agent for service of process, and a statement that the agent
is resigning or a statement by the agent disclaiming having
been properly appointed as the agent. This bill would also
amend those provisions to specify that the SOS shall mail or
otherwise provide written notice of the filing of the
statement of resignation to the corporation, as specified.
This bill would also amend each of the above sections to
authorize the SOS to destroy or otherwise dispose of any
resignation filed pursuant to the above provisions after a new
form is filed, as specified, replacing the agent for service
of process that has resigned.
This bill would extend those provisions authorizing the
resignation of an agent if the agent disclaims having been
properly appointed as the agent to limited partnerships,
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partnerships, limited liability companies, foreign limited
liability companies, and unincorporated associations.
This bill would extend similar provisions to limited liability
partnerships and foreign limited liability partnerships,
allowing for the resignation of an agent for service of
process (including where the person disclaims having been
properly appointed as the agent) and authorizing the SOS to
destroy or otherwise dispose of any resignation filed after a
new form is filed, as specified, replacing the agent for
service of process that has resigned. This bill would also
require these limited liability partnerships and foreign
limited liability partnerships to promptly file an amended
registration designating a new agent if an individual who has
been designated agent for service of process dies, resigns, or
no longer resides in the state or if the corporate agent for
that purpose resigns, dissolves, withdraws from the state,
forfeits its right to transact intrastate business, has its
corporate rights, powers, and privileges suspended, or ceases
to exist.
3. Existing law , in relevant part, allows a foreign
corporation (other than a foreign association) not transacting
intrastate business to register its corporate name with the
SOS, as specified. Existing law also allows for renewal of
such registration, as specified. (Corp. Code Sec. 2101.)
This bill would allow a foreign corporation to cancel the
registration of its corporate name by delivering to the SOS,
on a form prescribed by the SOS for filing, a certificate of
cancellation of a foreign name registration signed by a
corporate officer containing the name of the corporation and
the SOS's file number for the corporation.
4. Existing law governs certain applications that a foreign
corporation must file with the SOS to obtain a certificate of
qualification to transact intrastate business in this state
(Section 2105), to change its name or make a change affecting
an assumed name (Section. 2107), or to surrender its right to
engage in that intrastate business (Section 2112), and
requires that a corporate officer sign the relevant statement
and designation or the requisite certificate of surrender for
those applications. (Corp. Code Secs. 2105, 2107, 2112.)
This bill would clarify the signature authority by amending
the above provisions to add that if the foreign association
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has no officers, such statements and designations or
certificate of surrender are to be signed by a trustee. In
the case of a change of name, the bill would also allow for
provision of a trustee's certificate, if applicable, in place
of the officer's certificate that is otherwise required to be
annexed to an amended statement and designation under existing
law.
5. Existing law requires the SOS to provide a notice of
delinquency if a corporation fails to file the annual
statement required by law, including information advising the
corporation of the applicable penalty for failure to timely
file the required statement after notice of the delinquency
has been provided. Existing law requires the SOS to certify
the name of the corporation to the Franchise Tax Board if the
required statement is not provided within 60 days of the
notice of delinquency. Upon certification, the Franchise Tax
Board must assess the applicable penalty. (Corp. Code Sec.
2204(a)-(b).) Existing law applies similar language to
nonprofit public benefit corporations, nonprofit mutual
benefit corporations, and consumer cooperative corporations.
(Corp. Code Secs. 6810, 8810, 12670.)
Existing law provides that the penalty provided shall not
apply to a corporation that on or prior to the date of
certification has dissolved or has been merged into another
corporation. (Corp. Code Secs. 2204(c), 6810(c), 8810(c),
12670(c).)
This bill would provide instead that the penalty provided
shall not apply to a corporation that on or prior to the date
of certification has dissolved, has converted to another type
of business entity, or has been merged into another
corporation or other business entity.
6. Existing law allows for the formation of a corporation by
the execution and filing of articles of incorporation by one
or more persons, as specified. Existing law provides that at
the time of filing pursuant to this section, a corporation
must furnish an additional copy of its articles to the SOS who
shall forward that copy to the Attorney General. Existing law
requires that if the corporation was created by the elected
legislative body in order to exercise authority that may
lawfully be delegated by the elected governing body to a
private corporation or other entity, the corporation shall
furnish an additional copy of its articles to the SOS who
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shall forward the additional copy to the Controller. (Corp.
Code Sec. 5120.)
Existing law provides that upon filing of a certificate of
amendment, the articles shall be amended in accordance with
the certificate and any change, reclassification or
cancellation of memberships shall be effected, and a copy of
the certificate, certified by the SOS, is a prima facie
evidence of the performance of the conditions necessary to the
adoption of the amendment. Existing law requires that the
corporation furnish an additional copy of the certificate of
amendment to the SOS who shall forward that copy to the
Attorney General. (Corp. Code Sec. 5817.)
This bill would delete the above requirements that a
corporation provide an additional copy of its articles to the
SOS, as well as the above requirement that the corporation
furnish an additional coy of the certificate of amendment.
7. Existing law permits certain persons or entities to reserve
the exclusive right to the use of a name for a limited
partnership. (Corp. Code Sec. 15901.09(a).)
Existing law , in relevant part, provides that a person may
apply to reserve a name by delivering to the SOS an
application that states the name to be reserved and other
applicable information, as specified. (Corp. Code Sec.
15901.09(b).) Existing law also authorizes a person that has a
reserved name to transfer the name to another person,
effective upon delivery to the SOS of a notice of transfer, as
specified. (Corp. Code Sec. 15901.09(d).)
This bill would, instead, provide that, upon payment of a fee
prescribed by the Government Code, any person may apply to
reserve a name as authorized above, and obtain from the SOS a
certificate of reservation of any name not prohibited under
existing law, as specified.
This bill would also remove the requirement for specified
information from a notice of transfer.
8. Existing law , in relevant part, provides that a person may
reserve the exclusive use of the name of a limited liability
company or foreign limited liability company, including an
alternative name for a foreign limited liability company whose
name is not available, by delivering an application to the
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SOS, and requires that the application state the name and
address of the applicant and the name proposed to be reserved.
(Corp. Code Sec. 17701.09.)
This bill would strike the requirement that the person deliver
an application to the SOS and specify that if the SOS finds
that the name applied for is available, in addition to
reserving the name as required under existing law, it must
issue a certificate of reservation.
9. Existing law provides that if a delayed effective date is
specified on a record delivered to the SOS for filing, the
record may be prevented from becoming effective by a
certificate stating that by appropriate action it has been
revoked and is null and void, executed in the same manner as
the original record and delivered to the SOS for filing before
the specified effective date. In the case of certificate of
merger, a certificate revoking the earlier filing need only be
executed on behalf of one of the constituent parties to the
merger. If no such revocation certificate is filed, the record
becomes effective on the date specified. (Corp. Code Sec.
15902.06.)
Existing law requires a certificate of limited partnership be
filed with and on a form prescribed by the SOS, as specified,
in order to form a limited partnership. Existing law provides
that, subject to a provision of Section 15902.06 above, a
limited partnership is formed when the SOS files the
certificate of limited partnership. (Corp. Code Sec.
15902.01.)
This bill would instead simply provide that a limited
partnership is formed when the SOS files the certificate of
partnership.
10. Existing law lists the manner in which each record delivered
to the SOS for filing by a limited partnership must be signed.
(Corp. Code Sec. 15902.04.)
This bill would add to that list that a certificate of
correction shall be executed in the manner in which the record
being corrected was required to be executed.
11. Existing law lists the signatures necessary for various
records delivered to the SOS for filing by a limited liability
company. (Corp. Code Sec. 17702.03.)
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This bill would add to that list the signatures necessary for
a certificate of cancellation and for a certificate of
correction.
12. Existing law authorizes a limited partnership or foreign
limited partnership to deliver to and on a form prescribed by
the SOS for filing a certificate of correction to correct a
recovered previously delivered by the limited partnership or
foreign limited partnership to the SOS and filed by the SOS,
if at the time of filing the record contained false or
erroneous information or was defectively signed. (Corp. Code
Sec. 15902.07(a).)
Existing law similarly requires business entities to deliver
to and on a form prescribed by the SOS for filing certain
other documents, such as a certificate of withdrawal, a
certificate of cancellation, or an amendment to the
application for registration, as specified. (Corp. Code Secs.
15903.06(a)(2), 15906.05(a)(4); 15909.06; 15909.07(a).)
This bill would, in a manner consistent with existing language
for filings of other instruments, amend those provisions
specify that these filed instruments are to contain the name
of the business entity and the SOS's filing number for the
business entity.
13. Existing law governs conversions of various business
entities and requires that any certificate of conversion be
executed and acknowledged by certain individuals (general
partners, etc.) and set forth specified information, such as
the name and SOS's file number of the converting business
entity. (Corp. Code Secs. 15911.06(b), 16906(a),
16906(b)(4).)
This bill would specify that this information is to include
the name and street address of the business entity's agent for
service of process, except as specified.
14. Existing law requires that a limited liability partnership
or foreign limited liability partnership file a notice of
cessation, as specified, if it ceases to be a limited
liability partnership or foreign limited liability
partnership. (Corp. Code Secs. 16954, 16960.)
Existing law provides that a statement of merger or a
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certificate of merger, as specified, shall have the effect of
the filing of a cancellation for each disappearing partnership
of any statement of partnership authority filed by it. (Corp.
Code Sec. 16915.)
This bill would add that a statement of merger or certificate
of merger shall have the effect of filing the notice of
cessation required above, if applicable, as well.
15. Existing law requires that the SOS register as a foreign
limited liability partnership any partnership that submits a
completed application for registration with the required fee.
(Corp. Code Sec. 16959(c).)
This bill would instead provide that if the SOS finds that an
application for registration conforms to law and all requisite
fees have been paid, the SOS shall issue a certificate of
registration to transact intrastate business in this state.
16. Existing law permits a limited liability company to amend or
restate its articles of organization at any time, as
specified. (Corp. Code Sec. 17702.02(a)-(b).)
Existing law provides that in order to restate its articles of
organization, a limited liability company must deliver to the
SOS for filing a restatement on a form prescribed by the SOS
stating, as applicable, the following: (1) the present name of
the limited liability company and the SOS's file number for
the limited liability company; and (2) the changes the
restatement makes to the articles of organization as most
recently amended or restated. (Corp. Code Sec. 17702.02(c).)
This bill would, in place of the second requirement above,
provide that the limited liability company state the entire
text of the articles of organization as amended to the date of
filing, except as specified.
17. Existing law governs certificates of corrections for limited
liability companies and foreign limited liability companies,
as specified. (Corp. Code Sec. 17702.06.)
This bill would add to that section that a certificate of
correction shall be executed in the same manner in which the
record being corrected was required to be executed.
18. Existing law requires the filing of a certificate of
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dissolution upon dissolution of a limited liability company,
as specified. (Corp. Code Sec. 17707.08(a).) Existing law also
requires the filing of a certificate of cancellation of
articles of organization upon the completion of the winding up
of the affairs of the limited liability company, as specified.
(Corp. Code Sec. 17707.08(b).)
This bill would clarify the signature requirements for the
above certificates; would add that the certificate of
dissolution must also include information specifying the event
listed under existing law causing dissolution; and would add
that the certificate of cancellation of articles of
organization also set forth that upon the filing of the
certificate of cancellation, the limited liability company
shall be canceled and its powers, rights, and privileges shall
cease.
19. Existing law requires a foreign limited liability company to
deliver to the SOS for filing a certificate of cancellation,
as specified, in order to its certificate of registration to
transact intrastate business in this state. (Corp. Code Sec.
17708.06.)
This bill would specify the signatures required for the above
certificate of cancellation and would also specify that in
addition to the existing requirement to provide the name under
which the foreign limited liability company is authorized to
transact intrastate business in this state and the SOS's file
number for that foreign limited liability company, the above
certificate of cancellation must also state that: (1) a final
franchise tax return has been or will be filed with the
Franchise Tax Board, as specified; and (2) that upon the
filing of the certificate of cancellation the registration of
the foreign limited liability company shall be canceled and
its right to conduct intrastate business shall cease. The
bill would also clarify that the registration is canceled when
the certificate of cancellation becomes effective.
20. Existing law governs conversions of limited liability
companies and specifies that any certificate or statement of
conversion shall be executed and acknowledged by all members,
except as specified, and shall set forth certain information,
including, in relevant part:
the name, form and jurisdiction of organization, and
SOS's file number, if any of the converted entity; and
the mailing address of the converted entity's agent for
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service of process and the chief executive office of the
converted entity. (Corp. Code Sec. 17710.06(b).)
This bill would, instead, require that a certificate of
conversion (as opposed to a statement of conversion) set forth
all of the following:
the name, form and jurisdiction of organization of the
converted entity;
the name, street, and mailing address of the converted
entity's agent for service of process; and
the street address of the converted entity's chief
executive office.
21. Existing law , in relevant part, prohibits a foreign limited
liability company whose name does not comply with specified
law from obtaining a certificate of registration until it
adopts, for the purpose of transacting intrastate business in
this state, an alternate name that complies with that law.
(Corp. Code Sec. 17708.05(b).) Existing law governs changes to
a foreign limited liability company's name as well as its
alternate name. (Corp. Code Sec. 17708.05(b).)
Existing law provides that if foreign limited liability
companies authorized to transact intrastate business in this
state changes its name or alternate name, as specified, the
foreign limited liability company shall not thereafter
transact intrastate business in this state under that name or
alternate name until it delivers an amended application to the
SOS for filing. (Corp. Code Sec. 17708.05(b)(1)(A).)
Existing law provides that if the new name of the foreign
limited liability company complies with existing requirements,
the foreign limited liability company may not adopt an
alternate name. (Corp. Code Sec. 17708.05(b)(1)(B).)
This bill would specify that a foreign limited liability
company shall not change its alternate name unless its name
does not comply with existing law requirements, as specified.
This bill would also grandfather in any foreign limited
liability companies that registered to transact intrastate
business with an alternate name prior to January 2014. This
bill would also clarify the information that must be included
in the application for registration and would make other
clarifying changes.
22. Existing law requires that the SOS reinstate to active
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status on its records, a business entity for which a court
finds either:
the factual representations by a shareholder, member,
partner, or other person that are required for the
termination document are materially false;
the submission of the termination document to the SOS
for filing is fraudulent; or
other grounds exist warranting reinstatement of the
business entity. (Gov. Code Sec. 12261.)
This bill would delete the catch-all provision above. This
bill would also specify what information must be included in
the order for reinstatement. The bill would also provide that
the court order for reinstatement may be obtained by
submitting a petition to the superior court containing the
legal and factual basis for reinstatement or as part of a
civil action for damages or equitable relief. This bill would
also specify that the SOS shall not be made a party to the
proceeding.
23. This bill would also:
specify the process by which foreign limited
partnerships and foreign limited liability partnership
could change their name with the SOS;
correct cross-references; and
make other technical, non-substantive, or clarifying
changes.
COMMENT
1. Stated need for the bill
According to the author:
Currently, business filing statutes complicate the automated
and manual processing procedures, which ultimately results in
certain benefits being made available to some businesses, but
not all.
This bill seeks to standardize the business filing process to
make it more efficient upon completion of the California
Business Connect automation project.
The bill would makes minor and clarifying changes to achieve
two main goals: (1) [s]tandardize filing processes to
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[avoid] unnecessary confusion and inconsistencies for business
filers and other SOS customers; and, (2) [a]void unnecessary
California Business Connect design and development costs by
eliminating technical deficiencies in current law that would
add unnecessary complexities to the project.
The sponsor of this bill, the Secretary of State, Debra Bowen,
writes that this bill "improves the Secretary of State's
business filing system and supports the development of an
automated filing system. SB 1041 standardizes filing processes,
increases efficiency, and improves consistency in the content,
services, and public availability of business entity documents."
After the completion of that automation filing system, the
California Business Connect project, set for 2016, "customers
will be able to file documents and request records online 24
hours a day, [seven] days a week. This project will streamline
process for business entity, trademark, and Uniform Commercial
Code (UCC) filings, as well as special filings not related to
business entities."
2. Proposed changes to existing law are in preparation for an
automated filing system
This bill would make numerous changes throughout the
Corporations Code, some of which appear technical, but are
geared at streamlining, clarifying, and updating existing law in
order to prepare for the SOS's automated filing system, known as
the California Business Connect project. As the development of
the system depends in part on the information required to be
entered (mandated under law), changes aimed at streamlining
requirements across various business entities are arguably
necessary to enable the SOS to efficiently and effectively move
to an automated system.
For example, existing law consistently requires business
entities to list an agent for service of process in certain
instruments filed with the SOS, but is inconsistent as to issue
of when the agent can resign. Specifically, with respect to
corporations, nonprofit public benefit corporations, nonprofit
mutual benefit corporations, consumer cooperative corporations,
limited partnerships, partnerships, limited liability companies,
unincorporated associations and credit unions, existing law
permits an agent designated for service of process to file a
signed and acknowledged written statement of resignation as the
agent. With respect to a handful of these same business entities
(corporations, nonprofit public benefit corporations, nonprofit
mutual benefit corporations, and consumer cooperative
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corporations only), existing law provides that resignation of
the agent may also be effective if the agent disclaims having
been properly appointed as the agent. In contrast, current law
on limited liability partnerships and foreign limited liability
partnerships does not contain either of the above described
resignation provisions, even though those business entities must
also designate agents for service of process under existing law.
(See Corp. Code Secs. 16953, 16959.) This arguably not only
creates advantages for some business entities over others, but
it could also require the automated system to have to
accommodate these variances. This bill would address such
inconsistencies and gaps in current law by amending or adding to
the relevant provisions of law for each of those business
entities.
This bill would also specify that the SOS can destroy or
otherwise dispose of any resignation filed after a new form is
filed replacing the agent for service of process that has
resigned. This presumably would relieve the SOS from having to
maintain manual copies or store additional electronic copies for
each change in agent for service of process that has been made
in the history of a business entity.
At the same time, other changes proposed by this bill would
reflect the move from reliance on manual, paper-based processes
and toward electronic processes.
For example, under existing law, at the time of a corporation's
filing of articles of incorporation, a corporation is required
to furnish an additional copy of its articles to the SOS who is
then required forward that copy to the Attorney General.
Similarly, under existing law, if the corporation was created by
the elected legislative body in order to exercise authority that
may lawfully be delegated by the elected governing body to a
private corporation or other entity, the corporation is required
to furnish an additional copy of its articles to the SOS who
shall forward the additional copy to the Controller. As the SOS
moves toward using an automated filing system, such individual
hard copies would no longer be the required, and copies of the
electronic filing could be readily generated and forwarded by
the SOS. Accordingly, this bill would amend those existing
provisions to remove the requirement that the corporation
provide any additional copy and instead provide simply that the
SOS shall forward a copy of the filed articles of incorporation
to the Attorney General or to the Controller.
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Likewise to help transition to an electronic filing system, and
consistent with language in existing law with respect to some
filings already, this bill would clarify that required filings
(such as resignations of agents for service of process,
certificates of withdrawal, certificates of cancellation, or
amendments to applications for registration) are to be provided
to the SOS, on a form prescribed by the Secretary of State for
filing, containing the name of the business entity and the file
number of the business entity, if any.
3. Provisions specific to reinstatement of a business entity
Existing law requires that the SOS reinstate to active status on
its records a business entity for which the court finds either:
(1) the factual representations by a shareholder, member,
partner, or other person that are required for the termination
document are materially false; (2) the submission of the
termination document to the SOS for filing is fraudulent; or (3)
other grounds exist warranting reinstatement of the business
entity. (Gov. Code Sec. 12261.) This bill would strike the last
catch-all circumstance and clarify the information that needs to
be stated in the order for reinstatement, such as the specific
grounds for reinstatement as well as a statement that the
business entity shall be reinstated from the date of the filing
of the court order with the SOS. This bill would also clarify
how a party would obtain a court order for reinstatement
(whereas existing law is silent), providing that it may be
obtained by submitting a petition to the superior court
containing the legal and factual basis for reinstatement or as
part of a civil action for damages or equitable relief. To this
latter point, this bill would specify that the SOS shall not be
made a party to the proceeding.
Arguably, as the administrator of business filings, the SOS
should not be a party to such a proceeding as the grounds for
reinstatement are focused on the factual representations of a
shareholder, member, partner or other person, or the person who
made fraudulent submissions to the SOS.
4. Author's amendments
The author offers the following amendments to address additional
inconsistencies in existing law and address other drafting
issues.
Author's amendments:
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On page 4, line 15, after "The name" insert "of the converting
corporation"
On page 14, lines 10-11, strike "paragraph (1) of subdivision
(b)" and insert "subparagraph (B) of paragraph (1) of
subdivision (b)"
On page 21, lines 36-37, insert "Section 12188 of" before "the
Government Code"
On page 22, line 11, before "notice" insert "signed"
On page 32, line 38, after "name" insert "of the converting
limited partnership"
On page 34, line 32, after "name" insert "of the converting
partnership"
On page 50, line 6, after "foreign limited" and before
"partnership" insert "liability"
On page 50, line 14, after "foreign limited" and before
"partnership" insert "liability"
On page 52, line 1, before "the name and address" insert "the
reserved name and"
On page 52, line 10, after "containing the name of the limited
liability company" insert "or foreign limited liability
company"
On page 52, lines 11-12, after "file number for the limited
liability company" insert "or foreign limited liability
company"
On page 51, line 22, insert "Section 12190 of" before "the
Government Code"
On page 53, line 4, strike "for filing"
On page 53, line 6 strike "State," and insert "State for
filing,"
On page 59, line 22, after "Secretary of State's file number"
insert "for the foreign limited liability company"
SB 1041 (Jackson)
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On page 60, line 32, after "name" insert "of the converting
limited liability company"
On page 66, at the beginning of line 24, insert "(a)"
On page 66, line 27, renumber "(a)" to "(1)"
On page 66, line 30, renumber "(b)" to "(2)"
On page 66, line 32, renumber "(c)" to "(b)"
On page 66, line 34, strike out "(a) or (b)" and insert "(1)
or (2)"
On page 67, line 8, renumber "(d)" to "(c)"
Support : California Chamber of Commerce
Opposition : None Known
HISTORY
Source : Secretary of State
Related Pending Legislation : None Known
Prior Legislation : SB 1532 (Pavley, Ch. 494, Stats. 2012),
similar to this bill, was enacted to implement changes necessary
for the California Business Connect automated system.
Specifically, the bill specified that the required address
information in business filings is the street address and
required business entities to provide a mailing address if not
the same as the street address. SB 1532 also revised
requirements with respect to the maintenance of forms filed with
the SOS, revised provisions relating to the assignment of filing
dates and fees by the SOS, repealed specified provisions
relating to special purpose corporations, and made other
technical changes.
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SB 1041 (Jackson)
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