BILL ANALYSIS Ó
AB 1471
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Date of Hearing: April 27, 2015
ASSEMBLY COMMITTEE ON BANKING AND FINANCE
Matthew Dababneh, Chair
AB 1471
(Perea) - As Amended April 14, 2015
SUBJECT: Business entities: filings
SUMMARY: Makes various technical, non-substantive, and
clarifying changes in the Corporations Code in preparation for
the Secretary of State (SOS) automated filing system.
Specifically, this bill:
1)Specifies that any statement or certificate of conversion of a
converting corporation, limited partnership, domestic limited
partnership, or limited liability company (LLC) shall include
the name, mailing address and street address of the converted
entity's agent for service of the process.
2)Requires the managers to sign a certificate of cancelation of
the articles of organization upon the completion of the
winding up affairs of the LLC rather than the persons who
filed the certificate of dissolution.
EXISTING LAW:
1)Provides that any statement or certificate of conversion must
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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. (Corporations
Code Section 1155(b))
2)Requires certain business entities, including, but not limited
to, a corporation, a LP, a foreign corporation, a foreign LP,
a LLP, a foreign LLP, a flexible purpose corporation, a LLC,
an unincorporated association, and a credit union, to make
various filings with the SOS.
FISCAL EFFECT: None.
COMMENTS:
Need for the bill:
According to the Author,
"AB 1471 improves the efficiency of existing and future SOS
business filing procedures. This measure reduced statutory
inconsistency within the Corporations Code, updates corporation
filing statutes to reflect changes made by recent legislation,
and standardizes the processing and handling of specified SOS
business customer transactions. These small but meaningful
changes will pave the way for improving the overall SOS filing
experience."
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The intent of this measure is to make the document filing
process to convert into a limited partnership, domestic limited
partnership, LLC or articles of incorporation filed by the
converted entity and the cancellation of the articles of
organization at the SOSs office more clear in statute, which
ensures the paper or online filing forms are consistently user
friendly across business types.
California Business Connect (CBC)
By June 30, 2016, the SOS must launch CBC. CBC will:
Automate paper-based processes and allow businesses to file
and request copies of records online 24 hours a day.
Provide access to SOS records for the public and government
agencies to perform functions in a more efficient manner.
Allow fee payments to be processed within one business day.
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CBC is a six-year project that aims to increase efficiency by
eliminating paper-based manual transactions and associated risk
of loss to vital state records. CBC will also minimize
processing delays through the creation of a uniform data entry
platform. Businesses that use CBC will be able to do many of
their transactions online, without delay and without paying an
additional fee.
Previous Legislation:
SB 1041 (Jackson, Chapter 834, Statutes of 2014) made various
technical, non-substantive, and clarifying changes throughout
the Corporations Code in preparation for the SOS automated
filing system.
SB 1532 (Pavley, Chapter 494, Statutes of 2012) implemented
changes necessary for the CBC 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.
REGISTERED SUPPORT / OPPOSITION:
AB 1471
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Support
California Secretary of State (Sponsor)
California Chamber of Commerce
Opposition
None on file.
Analysis Prepared by:Kathleen O'Malley / B. & F. / (916)
319-3081