California Legislature—2015–16 Regular Session

Assembly BillNo. 871


Introduced by Assembly Member Brown

February 26, 2015


An act to amend Sections 1502, 6210, 8210, 12570, and 17702.09 of the Corporations Code, relating to business filings.

LEGISLATIVE COUNSEL’S DIGEST

AB 871, as introduced, Brown. Business filings: statement of information.

Existing law requires a corporation, a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, a nonprofit religious corporation, a consumer cooperative corporation, and a limited liability company to file annually or biennially, as provided, a statement with the Secretary of State containing specified information during the calendar month during which the organization’s original articles were filed or during the immediately preceding 5 calendar months. Existing law requires the Secretary of State to provide notice to each organization to comply with this provision approximately 3 months prior to the close of the applicable filing period.

This bill would instead require all corporations to file their statement of information forms by March 15th all limited liability companies to file by April 15th and all nonprofit corporations to file by May 15th of each year.

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 1502 of the Corporations Code is
2amended to read:

3

1502.  

(a) Every corporation shall file, within 90 days after the
4filing of its original articles and annually thereafterbegin delete duringend deletebegin insert byend insert the
5applicable filingbegin delete period,end deletebegin insert date,end insert on a form prescribed by the Secretary
6of State, a statement containing all of the following:

7(1) The name of the corporation and the Secretary of State’s
8file number.

9(2) The names and complete business or residence addresses of
10its incumbent directors.

11(3) The number of vacancies on the board, if any.

12(4) The names and complete business or residence addresses of
13its chief executive officer, secretary, and chief financial officer.

14(5) The street address of its principal executive office.

15(6) The mailing address of the corporation, if different from the
16street address of its principal executive office.

17(7) If the address of its principal executive office is not in this
18state, the street address of its principal business office in this state,
19if any.

20(8) If the corporation chooses to receive renewal notices and
21any other notifications from the Secretary of State by electronic
22mail instead of by United States mail, the corporation shall include
23a valid electronic mail address for the corporation or for the
24corporation’s designee to receive those notices.

25(9) A statement of the general type of business that constitutes
26the principal business activity of the corporation (for example,
27manufacturer of aircraft; wholesale liquor distributor; or retail
28department store).

29(b) The statement required by subdivision (a) shall also
30designate, as the agent of the corporation for the purpose of service
31of process, a natural person residing in this state or a corporation
32that has complied with Section 1505 and whose capacity to act as
33an agent has not terminated. If a natural person is designated, the
34statement shall set forth that person’s complete business or
35 residence street address. If a corporate agent is designated, no
36address for it shall be set forth.

37(c) If there has been no change in the information in the last
38filed statement of the corporation on file in the Secretary of State’s
P3    1office, the corporation may, in lieu of filing the statement required
2by subdivisions (a) and (b), advise the Secretary of State, on a
3form prescribed by the Secretary of State, that no changes in the
4required information have occurred during the applicable filing
5period.

6(d) For the purposes of this section, the applicable filingbegin delete periodend delete
7begin insert dateend insert for a corporation shall bebegin delete the calendar month during which
8its original articles were filed and the immediately preceding five
9calendar monthsend delete
begin insert March 15end insert. The Secretary of State shall provide
10a notice to each corporation to comply with this section
11approximately three months prior to thebegin delete close of theend delete applicable
12filingbegin delete period.end deletebegin insert date.end insert The notice shall state the due date for
13compliance and shall be sent to the last address of the corporation
14according to the records of the Secretary of State or to the last
15electronic mail address according to the records of the Secretary
16of State if the corporation has elected to receive notices from the
17Secretary of State by electronic mail. The failure of the corporation
18to receive the notice is not an excuse for failure to comply with
19this section.

20(e) Whenever any of the information required by subdivision
21(a) is changed, the corporation may file a current statement
22containing all the information required by subdivisions (a) and
23(b). In order to change its agent for service of process or the address
24of the agent, the corporation must file a current statement
25containing all the information required by subdivisions (a) and
26(b). Whenever any statement is filed pursuant to this section, it
27supersedes any previously filed statement and the statement in the
28articles as to the agent for service of process and the address of
29the agent.

30(f) The Secretary of State may destroy or otherwise dispose of
31any statement filed pursuant to this section after it has been
32superseded by the filing of a new statement.

33(g) This section shall not be construed to place any person
34dealing with the corporation on notice of, or under any duty to
35inquire about, the existence or content of a statement filed pursuant
36to this section.

37(h) The statement required by subdivision (a) shall be available
38and open to the public for inspection. The Secretary of State shall
39provide access to all information contained in this statement by
40means of an online database.

P4    1(i) In addition to any other fees required, a corporation shall
2pay a five-dollar ($5) disclosure fee when filing the statement
3required by subdivision (a). One-half of the fee shall,
4notwithstanding Section 12176 of the Government Code, be
5deposited into the Business Programs Modernization Fund
6established in subdivision (k), and one-half shall be deposited into
7the Victims of Corporate Fraud Compensation Fund established
8in Section 2280.

9(j) A corporation shall certify that the information it provides
10pursuant to subdivisions (a) and (b) is true and correct. No claim
11may be made against the state for inaccurate information contained
12in the statements.

13(k) There is hereby established the Business Programs
14Modernization Fund in the State Treasury. Moneys deposited into
15the fund shall, upon appropriation by the Legislature, be available
16to the Secretary of State to further the purposes of this section,
17including the development and maintenance of the online database
18required by subdivision (h), and by subdivision (c) of Section 2117.

19

SEC. 2.  

Section 6210 of the Corporations Code is amended to
20read:

21

6210.  

(a) Every corporation shall, within 90 days after the
22filing of its original articles and biennially thereafterbegin delete duringend deletebegin insert onend insert the
23applicable filingbegin delete period,end deletebegin insert date,end insert file, on a form prescribed by the
24Secretary of State, a statement containing: (1) the name of the
25corporation and the Secretary of State’s file number; (2) the names
26and complete business or residence addresses of its chief executive
27officer, secretary, and chief financial officer; (3) the street address
28of its principal office in this state, if any; (4) the mailing address
29of the corporation, if different from the street address of its
30principal executive office or if the corporation has no principal
31office address in this state; and (5) if the corporation chooses to
32receive renewal notices and any other notifications from the
33Secretary of State by electronic mail instead of by United States
34mail, a valid electronic mail address for the corporation or for the
35corporation’s designee to receive those notices.

36(b) The statement required by subdivision (a) shall also
37designate, as the agent of the corporation for the purpose of service
38of process, a natural person residing in this state or any domestic
39or foreign or foreign business corporation that has complied with
40Section 1505 and whose capacity to act as an agent has not
P5    1terminated. If a natural person is designated, the statement shall
2set forth the person’s complete business or residence street address.
3If a corporate agent is designated, no address for it shall be set
4forth.

5(c) For the purposes of this section, the applicable filing period
6for a corporation shall bebegin delete the calendar month during which its
7original articles were filed and the immediately preceding five
8calendar monthsend delete
begin insert May 15end insert. The Secretary of State shall provide a
9notice to each corporation to comply with this section
10approximately three months prior to thebegin delete close of theend delete applicable
11filingbegin delete period.end deletebegin insert date.end insert The notice shall state the due date for
12compliance and shall be sent to the last address of the corporation
13according to the records of the Secretary of State or to the last
14electronic mail address according to the records of the Secretary
15of State if the corporation has elected to receive notices from the
16Secretary of State by electronic mail. Neither the failure of the
17Secretary of State to send the notice nor the failure of the
18corporation to receive it is an excuse for failure to comply with
19this section.

20(d) Whenever any of the information required by subdivision
21(a) is changed, the corporation may file a current statement
22containing all the information required by subdivisions (a) and
23(b). In order to change its agent for service of process or the address
24of the agent, the corporation must file a current statement
25containing all the information required by subdivisions (a) and
26(b). Whenever any statement is filed pursuant to this section, it
27supersedes any previously filed statement and the statement in the
28articles as to the agent for service of process and the address of
29the agent.

30(e) The Secretary of State may destroy or otherwise dispose of
31any statement filed pursuant to this section after it has been
32superseded by the filing of a new statement.

33(f) This section shall not be construed to place any person
34dealing with the corporation on notice of, or under any duty to
35inquire about, the existence or content of a statement filed pursuant
36to this section.

37

SEC. 3.  

Section 8210 of the Corporations Code is amended to
38read:

39

8210.  

(a) Every corporation shall, within 90 days after the
40filing of its original articles and biennially thereafterbegin delete duringend deletebegin insert byend insert the
P6    1applicable filingbegin delete period,end deletebegin insert date,end insert file, on a form prescribed by the
2Secretary of State, a statement containing: (1) the name of the
3corporation and the Secretary of State’s file number; (2) the names
4and complete business or residence addresses of its chief executive
5officer, secretary, and chief financial officer; (3) the street address
6of its principal office in this state, if any; (4) the mailing address
7of the corporation, if different from the street address of its
8principal executive office or if the corporation has no principal
9office address in this state; and (5) if the corporation chooses to
10receive renewal notices and any other notifications from the
11Secretary of State by electronic mail instead of by United States
12mail, a valid electronic mail address for the corporation or for the
13corporation’s designee to receive those notices.

14(b) The statement required by subdivision (a) shall also
15designate, as the agent of the corporation for the purpose of service
16of process, a natural person residing in this state or any domestic
17or foreign or foreign business corporation that has complied with
18Section 1505 and whose capacity to act as an agent has not
19terminated. If a natural person is designated, the statement shall
20set forth the person’s complete business or residence street address.
21If a corporate agent is designated, no address for it shall be set
22forth.

23(c) For the purposes of this section, the applicable filingbegin delete periodend delete
24begin insert dateend insert for a corporation shall bebegin delete the calendar month during which
25its original articles were filed and the immediately preceding five
26calendar monthsend delete
begin insert May 15end insert. The Secretary of State shall provide a
27notice to each corporation to comply with this section
28approximately three months prior to thebegin delete close of theend delete applicable
29filingbegin delete period.end deletebegin insert date.end insert The notice shall state the due date for
30compliance and shall be sent to the last address of the corporation
31according to the records of the Secretary of State or to the last
32electronic mail address according to the records of the Secretary
33of State if the corporation has elected to receive notices from the
34Secretary of State by electronic mail. Neither the failure of the
35Secretary of State to send the notice nor the failure of the
36corporation to receive it is an excuse for failure to comply with
37this section.

38(d) Whenever any of the information required by subdivision
39(a) is changed, the corporation may file a current statement
40containing all the information required by subdivisions (a) and
P7    1(b). In order to change its agent for service of process or the address
2of the agent, the corporation must file a current statement
3containing all the information required by subdivisions (a) and
4(b). Whenever any statement is filed pursuant to this section, it
5supersedes any previously filed statement and the statement in the
6articles as to the agent for service of process and the address of
7the agent.

8(e) The Secretary of State may destroy or otherwise dispose of
9any statement filed pursuant to this section after it has been
10superseded by the filing of a new statement.

11(f) This section shall not be construed to place any person
12dealing with the corporation on notice of, or under any duty to
13inquire about, the existence or content of a statement filed pursuant
14to this section.

15

SEC. 4.  

Section 12570 of the Corporations Code is amended
16to read:

17

12570.  

(a) Every corporation shall, within 90 days after the
18filing of its original articles and annually thereafterbegin delete duringend deletebegin insert byend insert the
19applicable filingbegin delete periodend deletebegin insert dateend insert in each year, file, on a form prescribed
20by the Secretary of State, a statement containing: (1) the name of
21the corporation and the Secretary of State’s file number; (2) the
22names and complete business or residence addresses of its chief
23executive officer or general manager, secretary, and chief financial
24officer; (3) the street address of its principal office in this state, if
25any; (4) the mailing address of the corporation, if different from
26the street address of its principal office in this state; and (5) if the
27corporation chooses to receive renewal notices and any other
28notifications from the Secretary of State by electronic mail instead
29of by United States mail, the corporation shall include a valid
30electronic mail address for the corporation or for the corporation’s
31designee to receive those notices.

32(b) The statement required by subdivision (a) shall also
33designate, as the agent of the corporation for the purpose of service
34of process, a natural person residing in this state or any domestic
35or foreign corporation that has complied with Section 1505 and
36whose capacity to act as an agent has not terminated. If a natural
37person is designated, the statement shall set forth the person’s
38complete business or residence street address. If a corporate agent
39is designated, no address for it shall be set forth.

P8    1(c) For the purposes of this section, the applicable filingbegin delete periodend delete
2begin insert dateend insert for a corporation shall bebegin delete the calendar month during which
3its original articles were filed and the immediately preceding five
4calendar monthsend delete
begin insert March 15end insert. The Secretary of State shall provide
5a notice to each corporation to comply with this section
6approximately three months prior to thebegin delete close of theend delete applicable
7filingbegin delete period.end deletebegin insert date.end insert The notice shall state the due date for
8compliance and shall be sent to the last address of the corporation
9according to the records of the Secretary of State or to the last
10electronic mail address according to the records of the Secretary
11of State if the corporation has elected to receive notices from the
12Secretary of State by electronic mail. Neither the failure of the
13Secretary of State to send the notice nor the failure of the
14corporation to receive it is an excuse for failure to comply with
15this section.

16(d) Whenever any of the information required by subdivision
17(a) is changed, the corporation may file a current statement
18containing all the information required by subdivisions (a) and
19(b). In order to change its agent for service of process or the address
20of the agent, the corporation must file a current statement
21containing all the information required by subdivisions (a) and
22(b). Whenever any statement is filed pursuant to this section, it
23supersedes any previously filed statement and the statement in the
24articles as to the agent for service of process and the address of
25the agent.

26(e) The Secretary of State may destroy or otherwise dispose of
27any statement filed pursuant to this section after it has been
28superseded by the filing of a new statement.

29(f) This section shall not be construed to place any person
30dealing with the corporation on notice of, or under any duty to
31inquire about, the existence or content of a statement filed pursuant
32to this section.

33

SEC. 5.  

Section 17702.09 of the Corporations Code is amended
34to read:

35

17702.09.  

(a) Every limited liability company and every
36foreign limited liability company registered to transact intrastate
37business in this state shall deliver to the Secretary of State for filing
38within 90 days after the filing of its original articles of organization
39or registering to transact intrastate business and biennially
40thereafterbegin delete duringend deletebegin insert byend insert the applicable filingbegin delete period,end deletebegin insert date,end insert on a form
P9    1prescribed by the Secretary of State, a statement of information
2 containing:

3(1) The name of the limited liability company and the Secretary
4of State’s file number and, in the case of a foreign limited liability
5company, the name under which the foreign limited liability
6company is authorized to transact intrastate business in this state
7and the state or other jurisdiction under the laws of which it is
8organized.

9(2) The name and street address of the agent in this state for
10service of process required to be maintained pursuant to Section
1117701.13. If a corporate agent is designated, only the name of the
12agent shall be set forth.

13(3) The street address of its principal office. In the case of a
14foreign limited liability company, the street address of its principal
15business office in this state, if any, and, in the case of a domestic
16limited liability company, the street address of the office required
17to be maintained pursuant to Section 17701.13.

18(4) The mailing address of the limited liability company or
19foreign limited liability company, if different from the street
20address of its principal office, or principal business office in this
21state, or, in the case of a domestic limited liability company, the
22street address of the office required to be maintained pursuant to
23Section 17701.13.

24(5) The name and complete business or residence addresses of
25any manager or managers and the chief executive officer, if any,
26appointed or elected in accordance with the articles of organization
27or operating agreement or, if no manager has been so elected or
28appointed, the name and business or residence address of each
29member.

30(6) If the limited liability company or foreign limited liability
31company chooses to receive renewal notices and any other
32notifications from the Secretary of State by electronic mail instead
33of by United States mail, the limited liability company or foreign
34limited liability company shall include a valid electronic mail
35address for the limited liability company or foreign limited liability
36company, or for the limited liability company’s or foreign limited
37liability company’s designee to receive those notices.

38(7) The general type of business that constitutes the principal
39business activity or the limited liability company or foreign limited
P10   1liability company, such as, for example, manufacture of aircraft,
2wholesale liquor distributor, or retail department store.

3(b) If there has been no change in the information contained in
4the last filed statement of information of the limited liability
5company or foreign limited liability company on file in the office
6of Secretary of State, the limited liability company or foreign
7limited liability company may, in lieu of filing the statement of
8information required by subdivision (a), advise the Secretary of
9State, on a form prescribed by the Secretary of State, that no
10changes in the required information have occurred during the
11applicable filing period.

12(c) For purposes of this section, the applicable filingbegin delete periodend deletebegin insert end insert for
13a limited liability company shall bebegin delete the calendar month during
14which its original articles of organization was filed or, in the case
15of a foreign limited liability company, the month during which its
16application for registration was filed, and the immediately
17preceding five calendar monthsend delete
begin insert April 15end insert. The Secretary of State
18shall provide a notice to each limited liability company or foreign
19limited liability company to comply with this section approximately
20three months prior tobegin delete the close ofend delete the applicable filingbegin delete period.end deletebegin insert date.end insert
21 The notice shall state the due date for compliance and shall be sent
22to the last mailing address of the limited liability company or
23foreign limited liability company according to the records of the
24Secretary of State, or if none, to the street address of the principal
25office, or, in the case of a domestic limited liability company, the
26office required to be maintained pursuant to Section 17701.13, or
27to the last electronic mail address according to the records of the
28Secretary of State if the limited liability company or foreign limited
29liability company has elected to receive notices from the Secretary
30of State by electronic mail. The failure of the limited liability
31company or foreign limited liability company to receive the notice
32shall not exempt the limited liability company or foreign limited
33liability company from complying with this section.

34(d) Whenever any of the information required by subdivision
35(a) changes, other than the name and address of the agent for
36service of process, the limited liability company or foreign limited
37liability company may file a current statement containing all the
38information required by subdivision (a). When changing its agent
39for service of process or when the address of the agent changes,
40the limited liability company or foreign limited liability company
P11   1shall file a current statement containing all the information required
2by subdivision (a). Whenever any statement is filed pursuant to
3this section, that statement supersedes any previously filed
4statement pursuant to this section, the statement in the original
5articles of organization, and the statement in any previously filed
6amended or restated articles of organization that have been filed,
7or in the case of a foreign limited liability company, in the
8application for registration.

9(e) If a statement of information delivered to the Secretary of
10State for filing under this section does not contain the information
11required by subdivision (a), the Secretary of State shall promptly
12 return the statement of information to the reporting limited liability
13company or foreign limited liability company for correction.

14(f) The Secretary of State may destroy or otherwise dispose of
15any statement filed pursuant to this section after it has been
16superseded by the filing of a new statement.



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