BILL ANALYSIS                                                                                                                                                                                                    



                                                                    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:












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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