BILL ANALYSIS                                                                                                                                                                                                    

                                                                    AB 1471

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          1471 (Perea)

          As Amended  June 25, 2015

          Majority vote

          |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


          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


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