Amended in Assembly April 14, 2015

Amended in Assembly March 26, 2015

California Legislature—2015–16 Regular Session

Assembly BillNo. 1471


Introduced by Assembly Member Perea

February 27, 2015


An act to amend Sections 201,begin insert 1155,end insert 2601,begin delete andend deletebegin insert 15911.06, 16906,end insert 17701.09begin insert, 17702.03, 17707.08, and 17710.06end insert of the Corporations Code, relating tobegin delete corporations.end deletebegin insert business.end insert

LEGISLATIVE COUNSEL’S DIGEST

AB 1471, as amended, Perea. begin deleteBusiness entity name reservations.end deletebegin insert Business entities: filings.end insert

(1) begin deleteExisting law, the end deletebegin insertThe end insertGeneralbegin delete Corporationsend deletebegin insert Corporationend insert Law, the Social Purpose Corporations Act, and the California Revised Uniform Limited Liability Company Act, authorize the Secretary of State, upon payment of a fee by the applicant, to issue a certificate of reservation of any name, not otherwise prohibited.

The bill would make a nonsubstantive change to the cross-reference of the requirement to pay a fee by the applicant in these laws.

(2) The General Corporation Law and the Social Purpose Corporations Act limits the Secretary of State from issuing a certificate reserving any name that is likely to mislead the public or the same name for 2 or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person, partnership, firm, corporation, or social purpose corporation, as applicable.

This bill would specify that the Secretary of State may reserve that name to the use or benefit of a person, as provided.

(3) The Social Purpose Corporations Act does not prohibit the Secretary of State from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, if the articles are endorsed with the approval of the Commissioner of Financial Institutions. Existing law reorganized the Department of Financial Institutions and the Commissioner of Financial Institutions into the Department of Business Oversight headed by a Commissioner of Business Oversight.

This bill would add another basis under which the Secretary of State is not prohibited from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, and would change the name of the Commissioner of Financial Institutions to the Commissioner of Business Oversight.

begin insert

(4) The General Corporation Law, the Uniform Limited Partnership Act of 2008, and the Uniform Partnership Act of 1994 authorize a business entity formed under its respective provisions to be converted into another business entity under certain conditions, including, among others, that the execution of a statement or certificate of conversion set forth a name and street address, as specified.

end insert
begin insert

This bill would specify that the statement or certificate of conversion set forth the name, mailing address, and street address of the converted entity’s agent for service of process.

end insert
begin insert

(5) The California Revised Uniform Limited Liability Company Act requires a record delivered to the Secretary of State for filing under its provisions to be signed by particular individuals, as specified. The act specifically requires the person who filed a certificate of dissolution to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.

end insert
begin insert

This bill would revise the general provisions relating to the particular individual required to sign a record, and instead require the managers to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.

end insert

Vote: majority. Appropriation: no. Fiscal committee: no. State-mandated local program: no.

The people of the State of California do enact as follows:

P3    1

SECTION 1.  

Section 201 of the Corporations Code is amended
2to read:

3

201.  

(a) The Secretary of State shall not file articles setting
4forth a name in which “bank,” “ trust,” “trustee,” or related words
5appear, unless the certificate of approval of the Commissioner of
6Business Oversight is attached thereto. This subdivision does not
7apply to the articles of any corporation subject to the Banking Law
8on which is endorsed the approval of the Commissioner of Business
9Oversight.

10(b) The Secretary of State shall not file articles which set forth
11a name which is likely to mislead the public or which is the same
12as, or resembles so closely as to tend to deceive, the name of a
13domestic corporation, the name of a foreign corporation which is
14authorized to transact intrastate business or has registered its name
15pursuant to Section 2101, a name which a foreign corporation has
16assumed under subdivision (b) of Section 2106, a name which will
17become the record name of a domestic or foreign corporation upon
18the effective date of a filed corporate instrument where there is a
19delayed effective date pursuant to subdivision (c) of Section 110
20or subdivision (c) of Section 5008, or a name which is under
21reservation for another corporation pursuant to this title, except
22that a corporation may adopt a name that is substantially the same
23as an existing domestic corporation or foreign corporation which
24is authorized to transact intrastate business or has registered its
25name pursuant to Section 2101, upon proof of consent by such
26domestic or foreign corporation and a finding by the Secretary of
27State that under the circumstances the public is not likely to be
28misled.

29(c) The use by a corporation of a name in violation of this
30section may be enjoined notwithstanding the filing of its articles
31by the Secretary of State.

32(d) Any applicant may, upon payment of the fee prescribed
33therefor in Article 3 (commencing with Section 12180) of Chapter
343 of Part 2 of Division 3 of Title 2 of the Government Code, obtain
35from the Secretary of State a certificate of reservation of any name
36not prohibited by subdivision (b), and upon the issuance of the
37certificate the name stated therein shall be reserved for a period
38of 60 days. The Secretary of State shall not, however, issue
P4    1certificates reserving the same name for two or more consecutive
260-day periods to the same applicant or for the use or benefit of
3the same person; nor shall consecutive reservations be made by
4or for the use or benefit of the same person; of names so similar
5as to fall within the prohibitions of subdivision (b).

6begin insert

begin insertSEC. 2.end insert  

end insert

begin insertSection 1155 of the end insertbegin insertCorporations Codeend insertbegin insert is amended to
7read:end insert

8

1155.  

(a) To convert a corporation:

9(1) If the corporation is converting into a domestic limited
10partnership, a statement of conversion shall be completed on the
11certificate of limited partnership for the converted entity.

12(2) If the corporation is converting into a domestic partnership,
13a statement of conversion shall be completed on the statement of
14partnership authority for the converted entity, or if no statement
15of partnership authority is filed then a certificate of conversion
16shall be filed separately.

17(3) If the corporation is converting into a domestic limited
18liability company, a statement of conversion shall be completed
19on the articles of organization for the converted entity.

20(b) Any statement or certificate of conversion of a converting
21corporation shall be executed and acknowledged by those officers
22of the converting corporation as would be required to sign an
23officers’ certificate (Section 173), and shall set forth all of the
24following:

25(1) The name of the converting corporation and the Secretary
26of State’s file number of the converting corporation.

27(2) A statement of the total number of outstanding shares of
28each class entitled to vote on the conversion, that the principal
29terms of the plan of conversion were approved by a vote of the
30number of shares of each class which equaled or exceeded the vote
31required under Section 1152, specifying each class entitled to vote
32and the percentage vote required of each class.

33(3) The name, form, and jurisdiction of organization of the
34converted entity.

35(4) Thebegin delete nameend deletebegin insert name, mailing address,end insert and street address of the
36begin delete corporation’send deletebegin insert converted entity’send insert agent for service of process. If a
37corporation qualified under Section 1505 is designated, no address
38for it shall be set forth.

39(c) For the purposes of this chapter, the certificate of conversion
40shall be on a form prescribed by the Secretary of State.

P5    1(d) The filing with the Secretary of State of a statement of
2conversion on an organizational document or a certificate of
3conversion as set forth in subdivision (a) shall have the effect of
4the filing of a certificate of dissolution by the converting
5corporation and no converting corporation that has made the filing
6is required to file a certificate of election under Section 1901 or a
7certificate of dissolution under Section 1905 as a result of that
8conversion.

9(e) Upon the effectiveness of a conversion pursuant to this
10chapter, a converted entity that is a domestic partnership, domestic
11limited partnership, or domestic limited liability company shall
12be deemed to have assumed the liability of the converting
13corporation (1) to prepare and file or cause to be prepared and filed
14all tax and information returns otherwise required of the converting
15corporation under the Corporation Tax Law (Part 11 (commencing
16with Section 23001) of Division 2 of the Revenue and Taxation
17Code) and (2) to pay any tax liability determined to be due pursuant
18to that law.

19

begin deleteSEC. 2.end delete
20begin insertSEC. 3.end insert  

Section 2601 of the Corporations Code is amended to
21read:

22

2601.  

(a) The Secretary of State shall not file articles setting
23forth a name in which “bank,” “trust,” “trustee,” or related words
24appear, unless the certificate of approval of the Commissioner of
25Business Oversight is attached to the articles. This subdivision
26does not apply to the articles of any social purpose corporation
27subject to the Banking Law on which is endorsed the approval of
28the Commissioner of Business Oversight or to which a certificate
29of approval of the Commissioner of Business Oversight is attached
30to the articles.

31(b) (1) The Secretary of State shall not file articles that set forth
32a name that is likely to mislead the public or that is the same as,
33or resembles so closely as to tend to deceive, the name of a
34domestic corporation, the name of a domestic social purpose
35corporation, or the name of a foreign corporation that is authorized
36to transact intrastate business or has registered its name pursuant
37to Section 2101, a name that a foreign corporation has assumed
38under subdivision (b) of Section 2106, a name that will become
39the record name of a corporation or social purpose corporation or
40a foreign corporation upon the effective date of a filed corporate
P6    1instrument where there is a delayed effective date pursuant to
2subdivision (c) of Section 110 or subdivision (c) of Section 5008,
3or a name that is under reservation for another corporation or social
4purpose corporation pursuant to this title, except that a social
5purpose corporation may adopt a name that is substantially the
6same as an existing corporation or social purpose corporation,
7foreign or domestic, which is authorized to transact intrastate
8business or has registered its name pursuant to Section 2101, upon
9proof of consent by the domestic or foreign corporation or social
10purpose corporation and a finding by the Secretary of State that
11under the circumstances the public is not likely to be misled. The
12use by a social purpose corporation of a name in violation of this
13section may be enjoined notwithstanding the filing of its articles
14by the Secretary of State.

15(2) A corporation formed pursuant to this division before
16January 1, 2015, may elect to change its status from a flexible
17purpose corporation to a social purpose corporation by amending
18its articles of incorporation to change its name to replace “flexible
19purpose corporation” with “social purpose corporation” and to
20replace the term “flexible purpose corporation” with “social
21purpose corporation” as applicable in any statements contained in
22the articles. For any flexible purpose corporation formed prior to
23January 1, 2015, that has not amended its articles of incorporation
24to change its status to a social purpose corporation, any reference
25in this division to social purpose corporation shall be deemed a
26reference to “flexible purpose corporation.”

27(c) Any applicant may, upon payment of the fee prescribed in
28Article 3 (commencing with Section 12180) of Chapter 3 of Part
292 of Division 3 of Title 2 of the Government Code, obtain from
30the Secretary of State a certificate of reservation of any name not
31prohibited by subdivision (b), and upon the issuance of the
32 certificate the name stated in the certificate shall be reserved for
33a period of 60 days. The Secretary of State shall not, however,
34issue certificates reserving the same name for two or more
35consecutive 60-day periods to the same applicant or for the use or
36benefit of the same person. No consecutive reservations shall be
37made by or for the use or benefit of the same person of names so
38similar as to fall within the prohibitions of subdivision (b).

39begin insert

begin insertSEC. 4.end insert  

end insert

begin insertSection 15911.06 of the end insertbegin insertCorporations Codeend insertbegin insert is amended
40to read:end insert

P7    1

15911.06.  

(a) Upon conversion of a limited partnership, one
2of the following applies:

3(1) If the limited partnership is converting into a domestic
4limited liability company, a statement of conversion shall be
5completed on the articles of organization for the converted entity
6and shall be filed with the Secretary of State.

7(2) If the limited partnership is converting into a domestic
8partnership, a statement of conversion shall be completed on the
9statement of partnership authority for the converted entity. If no
10statement of partnership authority is filed, a certificate of
11conversion shall be filed separately with the Secretary of State.

12(3) If the limited partnership is converting into a domestic
13corporation, a statement of conversion shall be completed on the
14articles of incorporation for the converted entity and shall be filed
15with the Secretary of State.

16(4) If the limited partnership is converting to a foreign limited
17partnership or foreign other business entity, a certificate of
18conversion shall be filed with the Secretary of State.

19(b) Any certificate or statement of conversion shall be executed
20and acknowledged by all general partners and shall set forth all of
21the following:

22(1) The name of the converting limited partnership and the
23Secretary of State’s file number of the converting limited
24partnership.

25(2) A statement that the principal terms of the plan of conversion
26were approved by a vote of the partners, that equaled or exceeded
27the vote required under Section 15911.03, specifying each class
28entitled to vote and the percentage vote required of each class.

29(3) The form of organization of the converted entity.

30(4) Thebegin insert name, mailing address, andend insert street address of the
31converted entity’s agent for service of process and the mailing
32address of the chief executive office of the converted entity. If a
33corporation that has complied with Section 1505 is designated as
34the agent, no address for it shall be set forth.

35(c) The filing with the Secretary of State of a certificate of
36conversion or a statement of partnership authority, articles of
37organization, or articles of incorporation containing a statement
38of conversion as set forth in subdivision (a) shall have the effect
39of the filing of a certificate of cancellation by the converting limited
40partnership, and no converting limited partnership that has made
P8    1the filing is required to file a certificate of cancellation under
2Section 15902.03 as a result of that conversion.

3begin insert

begin insertSEC. 5.end insert  

end insert

begin insertSection 16906 of the end insertbegin insertCorporations Codeend insertbegin insert is amended
4to read:end insert

5

16906.  

(a) If the converting partnership has filed a statement
6of partnership authority under Section 16303 that is effective at
7the time of the conversion, then upon conversion to a domestic
8limited partnership, limited liability company, or corporation, the
9certificate of limited partnership, articles of organization, or articles
10of incorporation filed by the converted entity, as applicable, shall
11contain a statement of conversion, in that form as may be
12prescribed by the Secretary of State. If the converting partnership
13has not filed a statement of partnership authority under Section
1416303 that is effective at the time of the conversion, upon
15conversion to a domestic limited partnership, limited liability
16company, or corporation, the converted entity may, but is not
17required to file, on its certificate of limited partnership, articles of
18organization, or articles of incorporation, a statement of conversion.
19A statement of conversion shall set forth all of the following:

20(1) The name of the converting partnership and the Secretary
21of State’s file number, if any, of the converting partnership.

22(2) A statement that the principal terms of the plan of conversion
23were approved by a vote of the partners, which equaled or exceeded
24the vote required under Section 16903.

25(3) Thebegin delete nameend deletebegin insert name, mailing address,end insert and street address of the
26begin delete partnership’send deletebegin insert converted entity’send insert agent for service of process. If a
27corporation qualified under Section 1505 is designated, no address
28for it shall be set forth.

29(b) A partnership converting to a foreign other business entity
30that has filed a statement of partnership authority under Section
3116303 that is effective at the time of conversion may file a
32certificate of conversion with the Secretary of State. The certificate
33of conversion shall contain the following:

34(1) The names of the converting partnership and the converted
35entity.

36(2) The street address of the converted entity’s chief executive
37office and of an office in this state, if any.

38(3) The form of organization of the converted entity.

39(4) The name,begin insert mailing address, andend insert streetbegin delete address, and mailingend delete
40 address of thebegin delete partnership’send deletebegin insert converted entity’send insert agent for service of
P9    1process. If a corporation qualified under Section 1505 is designated
2as the agent, no address for it shall be set forth.

3(c) The filing with the Secretary of State of a certificate of
4limited partnership, articles of organization, or articles of
5incorporation containing a statement of conversion as set forth in
6subdivision (a) or a certificate of conversion filed pursuant to
7subdivision (b) shall have the effect of the filing of a cancellation
8by the converting partnership of any statement of partnership
9authority filed by it.

10

begin deleteSEC. 3.end delete
11begin insertSEC. 6.end insert  

Section 17701.09 of the Corporations Code is amended
12to read:

13

17701.09.  

(a) Upon payment of the fee prescribed in Article
143 (commencing with Section 12180) of Chapter 3 of Part 2 of
15Division 3 of Title 2 of the Government Code, a person may apply
16to reserve the exclusive use of the name of a limited liability
17company or foreign limited liability company, including an
18alternative name for a foreign limited liability company whose
19name is not available. If the Secretary of State finds that the name
20applied for is available, it shall reserve the name for the applicant’s
21exclusive use for up to 60 days and issue a certificate of reservation.
22The Secretary of State shall not issue certificates reserving the
23same name for two or more consecutive 60-day periods to the same
24applicant or for the use or benefit of the same person; nor shall
25consecutive reservations be made by or for the use or benefit of
26the same person for a name so similar as to fall within the
27prohibitions of subdivision (b) of Section 17701.08.

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

33begin insert

begin insertSEC. 7.end insert  

end insert

begin insertSection 17702.03 of the end insertbegin insertCorporations Codeend insertbegin insert is amended
34to read:end insert

35

17702.03.  

(a) A record delivered to the Secretary of State for
36filing pursuant to this title shall be signed as follows:

37(1) Except as otherwisebegin insert expresslyend insert providedbegin insert in this title andend insert in
38begin delete paragraphs (2) and (3),end deletebegin insert this subdivision,end insert a record signed on behalf
39of a limited liability company shall be signed by a person
40authorized by the limited liability company.

P10   1(2) A limited liability company’s initial articles of organization
2shall be signed by at least one person acting as an organizer.

3(3) A record filed on behalf of a dissolved limited liability
4company that has no members shall be signed by the person
5winding up the limited liability company’s activities or a person
6appointed under Section 17707.04 to wind up those activities.

7(4) A certificate of cancellation under Section 17707.02 shall
8be signed by each organizer that signed the initial articles of
9organization, but a personal representative of a deceased or
10incompetent organizer may sign in the place of the decedent or
11incompetent.

12(5) A certificate of cancellation under Section 17707.08 shall
13be signedbegin delete by a majority of managers unless the event causing the
14dissolution that is specified in subdivision (c) of Section 17707.01
15occurs, in which case the certificate of cancellation shall be signed
16as provided in paragraph (3).end delete
begin insert in accordance with paragraph (1)
17of subdivision (b) of Section 17707.08.end insert

18(6) A certificate of correction shall be executed in the same
19manner in which the record being corrected was required to be
20executed.

21(b) begin deleteAny end deletebegin insertExcept as otherwise expressly provided in this title and
22in subdivision (a), any end insert
record filed under this title may be signed
23by an agent.

24(c) A limited liability company may record in the office of the
25county recorder of any county in this state, and county recorders,
26on request, shall record a certified copy of the limited liability
27company articles of organization and any exhibit or attachment,
28or any amendment or correction thereto, that has been filed in the
29office of the Secretary of State. A foreign limited liability company
30may record in the office of the county recorder of any county in
31the state a certified copy of the application for registration of the
32foreign limited liability company, or any amendment thereto, that
33has been filed in the office of the Secretary of State. The recording
34shall create a conclusive presumption in favor of any bona fide
35purchaser or encumbrancer for value of the limited liability
36company real property located in the county in which the certified
37copy has been recorded, of the statements contained therein.

38(d) If the Secretary of State determines that an instrument
39submitted for filing or otherwise submitted does not conform to
40the law and returns it to the person submitting it, the instrument
P11   1may be resubmitted accompanied by a written opinion of a member
2of the State Bar of California submitting the instrument or
3representing the person submitting it, to the effect that the specific
4provisions of the instrument objected to by the Secretary of State
5do conform to law and stating the points and authorities upon
6which the opinion is based. The Secretary of State shall rely, with
7respect to any disputed point of law, other than the application of
8Sections 17701.08, 17701.09, 17708.02, and 17708.03, upon that
9written opinion in determining whether the instrument conforms
10to law. The date of filing in that case shall be the date the
11instrument is received on resubmission.

12begin insert

begin insertSEC. 8.end insert  

end insert

begin insertSection 17707.08 of the end insertbegin insertCorporations Codeend insertbegin insert is amended
13to read:end insert

14

17707.08.  

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

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

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

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

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

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

36(b) (1) begin deleteThe persons who filed the certificate of dissolution end deletebegin insertThe
37 managers end insert
shall sign and cause to be filed in the office of, and on
38a form prescribed by, the Secretary of State, a certificate of
39cancellation of articles of organization upon the completion of the
40winding up of the affairs of the limited liability company pursuant
P12   1to Section 17707.06, unless the event causing the dissolution is
2that specified in subdivision (c) of Section 17707.01, in that case
3the persons conducting the winding up of the limited liability
4company’s affairs pursuant to Section 17707.04 shall have the
5obligation to sign and cause to be filed the certificate of
6cancellation of articles of organization.

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

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

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

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

20(D) Any other information the persons filing the certificate of
21cancellation of articles of organization determine to include.

22(3) The Secretary of State shall notify the Franchise Tax Board
23of the filing.

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

27begin insert

begin insertSEC. 9.end insert  

end insert

begin insertSection 17710.06 of the end insertbegin insertCorporations Codeend insertbegin insert is amended
28to read:end insert

29

17710.06.  

(a) Upon conversion of a limited liability company,
30one of the following applies:

31(1) If the limited liability company is converting into a domestic
32limited partnership, a statement of conversion shall be completed
33on a certificate of limited partnership for the converted entity and
34shall be filed with the Secretary of State.

35(2) If the limited liability company is converting into a domestic
36partnership, a statement of conversion shall be completed on the
37statement of partnership authority for the converted entity. If no
38statement of partnership authority is filed, a certificate of
39conversion shall be filed separately with the Secretary of State.

P13   1(3) If the limited liability company is converting into a domestic
2corporation, a statement of conversion shall be completed on the
3articles of incorporation for the converted entity and shall be filed
4with the Secretary of State.

5(4) If the limited liability company is converting to a foreign
6limited liability company or foreign other business entity, a
7certificate of conversion shall be filed with the Secretary of State.

8(b) Any certificate or statement of conversion shall be executed
9and acknowledged by all members, unless a lesser number is
10provided in the articles of organization or operating agreement,
11and shall set forth all of the following:

12(1) The name of the converting limited liability company and
13the Secretary of State’s file number of the converting limited
14liability company.

15(2) A statement that the principal terms of the plan of conversion
16were approved by a vote of the members, that equaled or exceeded
17the vote required under Section 17710.03, specifying each class
18entitled to vote and the percentage vote required of each class.

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

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

22(2) The name,begin delete street,end deletebegin insert street address,end insert and mailing address of the
23converted entity’s agent for service of process.begin insert If a corporation
24qualified under Section 1505 is designated as the agent, no address
25for it shall be set forth.end insert

26(3) The street address of the converted entity’s chief executive
27office.

28(d) The filing with the Secretary of State of a certificate of
29conversion, a certificate of limited partnership, a statement of
30partnership authority, or articles of incorporation containing a
31statement of conversion as set forth in subdivision (a) shall have
32the effect of the filing of a certificate of cancellation by the
33converting limited liability company, and no converting limited
34liability company that has made the filing is required to take any
35action under Article 7 (commencing with Section 17707.01) as a
36result of that conversion.

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



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