BILL ANALYSIS Ó
AB 1471
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CONCURRENCE IN SENATE AMENDMENTS
AB
1471 (Perea)
As Amended June 25, 2015
Majority vote
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|ASSEMBLY: |78-0 |(May 4, 2015) |SENATE: |38-0 |(July 2, 2015) |
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Original Committee Reference: B. & F.
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.
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The Senate amendments make clarifying and technical changes.
EXISTING LAW:
1)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 SOS's 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 limited partnership (LP), a foreign
corporation, a foreign LP, a limited liability partnership
(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."
The intent of this bill is to make the document filing process
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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 SOS's 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:
1)Automate paper-based processes and allow businesses to file
and request copies of records online 24 hours a day.
2)Provide access to SOS records for the public and government
agencies to perform functions in a more efficient manner.
3)Allow fee payments to be processed within one business day.
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.
Analysis Prepared by:
Kathleen O'Malley / B. & F. / (916) 319-3081
FN: 0001100
AB 1471
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