BILL NUMBER: SB 284 CHAPTERED 10/10/99 CHAPTER 1000 FILED WITH SECRETARY OF STATE OCTOBER 10, 1999 APPROVED BY GOVERNOR OCTOBER 10, 1999 PASSED THE SENATE SEPTEMBER 9, 1999 PASSED THE ASSEMBLY SEPTEMBER 8, 1999 AMENDED IN ASSEMBLY SEPTEMBER 3, 1999 AMENDED IN ASSEMBLY AUGUST 16, 1999 AMENDED IN ASSEMBLY JULY 15, 1999 AMENDED IN SENATE APRIL 6, 1999 AMENDED IN SENATE MARCH 9, 1999 INTRODUCED BY Senator Kelley FEBRUARY 2, 1999 An act to amend Sections 10151.5, 14233, 14250, 14260, 14427, 14461, 14483, and 18896.8 of, and to repeal Section 14492.5 of, the Business and Professions Code, to amend Section 1782 of, and to amend and renumber Section 990 of, the Civil Code, to amend Section 2104 of, and to repeal Section 1018 of, the Code of Civil Procedure, to amend Sections 9403, 9404, 9405, 9406, and 9409 of the Commercial Code, to amend Sections 1502, 1905, 2117, 2205, 5008.6, 6210, 8210, 15800, 16953, 16954, 16959, 16960, 16962, 17060, 17356, 17654, 21304, 24003, and 24004 of, to add Sections 1107.5 and 17375 to, and to repeal Chapter 15 (commencing with Section 17700) of Title 2.5 of, the Corporations Code, to repeal Section 5805 of the Financial Code, to amend Sections 6518 and 12168.5 of, to add Sections 12175, 12176, 12177, 12178, 12178.1, 12179, and 12179.1 to, to repeal Sections 12164.5 and 12164.7 of, and to repeal and add Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of, the Government Code, to repeal Sections 601, 602, 603, and 604 of the Harbors and Navigation Code, and to repeal Section 21414 of the Public Utilities Code, relating to the Secretary of State. LEGISLATIVE COUNSEL'S DIGEST SB 284, Kelley. Secretary of State. (1) Existing law authorizes the Secretary of State to charge various fees for the filing, indexing, and furnishing of various documents and the performance of other functions by the Secretary of State. Existing law, until January 1, 2000, requires that fees collected and interest earned in excess of the authority of the Secretary of State to expend those fees and interest pursuant to the annual Budget Act, up to $2,000,000 at the end of each fiscal year, be transferred from the Secretary of State's Business Fees Fund to the Business Reinvestment Fund. Existing law, until January 1, 2000, requires any additional excess fees and interest earned be transferred to the General Fund at the end of each fiscal year. Existing law, as of January 1, 2000, requires that all fees collected and interest earned in excess of the authority of the Secretary of State to expend those fees and interest pursuant to the annual Budget Act be transferred to the General Fund at the end of each fiscal year. This bill would consolidate the statutory fees for various business programs in the Government Code and revise certain of those fees. This bill would require that of the fees collected and interest earned in excess of the authority of the Secretary of State to expend those fees and interest pursuant to the annual Budget Act, up to $1,000,000 may remain in the Business Fees Fund. Any additional excess fees and interest earned would be transferred to the General Fund. (2) Existing law requires every corporation to file, within 90 days after the filing of its original articles of incorporation and annually thereafter, a statement of general information and a designation of an agent for the service of process with the Secretary of State. Existing law requires every limited liability company and every foreign limited liability company registered to transact intrastate business in this state to file, within 90 days after the filing of its original articles of organization and annually thereafter, a statement of general information and a designation of an agent for the service of process with the Secretary of State. This bill would require a corporation, limited liability company, and foreign limited liability company to file this statement biennially and would permit changes to be filed to these statements without charge until the next filing is due. (3) Existing law designates the Secretary of State as the agent for service of process for various purposes, including, but not limited to, nonresident applicants for real estate licenses, registration of savings and loan holding companies, and nonresidents with respect to the use of watercraft or ownership of aircraft. This bill would delete the requirement that the Secretary of State be named the agent for service of process under these provisions of law. (4) Existing law authorizes the Secretary of State to file or record any document by using automated data processing, telecommunications, and other information technologies that do not permit additions, deletions, or changes in the original document. This bill would authorize the Secretary of State to adopt rules and regulations to authorize the electronic filing of any documents required to be filed with the Secretary of State under any law administered by the Secretary of State. This bill would authorize the filing officer to employ a system of microphotography, optical disk, or reproduction by other techniques, which do not permit additions, deletions, or changes to the original documents. (5) Existing law provides procedures for the merger of corporations. This bill would require a surviving domestic corporation in a merger to assume the tax liability of a domestic disappearing corporation and would authorize the Secretary of State under specified circumstances to file a corporate merger without the certificate of satisfaction of the Franchise Tax Board and to notify the board of the merger. (6) Existing law requires that a notice be filed with the Secretary of State in the event a registered limited liability partnership or a foreign limited partnership ceases to be a limited liability partnership. This bill would require a tax clearance certificate issued by the Franchise Tax Board to be filed with the notice. (7) Existing law, in an uncodified provision, provides that nothing in specified laws that amend the Beverly-Killea Limited Liability Company Act, is to be construed to permit a domestic or foreign limited liability company to render professional services. This bill would codify that provision. (8) This bill would provide that its provisions pertaining to information technology may not be implemented, and no information technology related preparation work may be undertaken in connection with these provisions prior to July 1, 2001, unless otherwise authorized by the Department of Information Technology pursuant to a specified executive order. (9) This bill would incorporate additional changes in Section 990 of the Civil Code proposed by SB 209, to be operative if SB 209 and this bill are both enacted and become effective on or before January 1, 2000, and this bill is enacted last. (10) This bill would add an alternative version of Section 12182 to the Government Code that would incorporate changes in Section 12208 of the Government Code and a related reporting requirement that are proposed by SB 408, to be operative if SB 408 and this bill are both enacted and become effective on or before January 1, 2000, and this bill is enacted last. THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS: SECTION 1. Section 10151.5 of the Business and Professions Code is amended to read: 10151.5. (a) An applicant who is not a resident of this state shall be eligible for a real estate license provided (1) the applicant qualifies for licensure under this chapter, including Section 10162, and (2) the state or other jurisdiction that is the place of residence of the applicant permits a resident of California to qualify for and obtain a real estate license in that jurisdiction. (b) A foreign corporation shall be exempt from the eligibility requirement set forth in clause (2) of subdivision (a) if, and for so long as, at least one of the officers of the corporation who is designated and licensed as a real estate broker pursuant to Section 10158 or 10211 is a resident of this state. (c) Every nonresident applicant for a real estate license shall, along with his or her application, file with the Real Estate Commissioner an irrevocable consent that if in any action commenced against him or her in this state, personal service of process upon him or her cannot be made in this state after the exercise of due diligence, a valid service may thereupon be made upon the applicant by delivering the process to the Department of Real Estate. SEC. 2. Section 14233 of the Business and Professions Code is amended to read: 14233. The application for registration shall be accompanied by a filing fee as set forth in subdivision (a) of Section 12193 of the Government Code. SEC. 3. Section 14250 of the Business and Professions Code is amended to read: 14250. Registration of a mark, as provided by this chapter, shall be effective for a term of 10 years from the date of registration and be renewable for 10-year periods, upon application filed within six months prior to the expiration of the term. The application for renewal shall be prescribed by the Secretary of State for that purpose and shall be submitted with the fee as set forth in subdivision (c) of Section 12193 of the Government Code. A mark registration may be renewed for successive periods of 10 years in like manner. SEC. 4. Section 14260 of the Business and Professions Code is amended to read: 14260. Any mark and its registration pursuant to this chapter shall be assignable with the goodwill of the business in which the mark is used, or with that part of the goodwill of the business connected with the use of and symbolized by the mark. Assignment information shall be by instruments in writing duly executed and acknowledged and may be filed with the Secretary of State upon the payment of a fee as set forth in subdivision (b) of Section 12193 of the Government Code. Upon filing of the assignment, the Secretary of State shall issue in the name of the assignee a new certificate for the remainder of the term of the registration or of the last renewal thereof. An assignment of any registration under this chapter shall be void as against any subsequent purchaser for valuable consideration without notice, unless it is filed with the Secretary of State within three months after the date thereof or prior to the subsequent purchase. SEC. 5. Section 14427 of the Business and Professions Code is amended to read: 14427. Any person, who is engaged in the manufacture, packing, canning, bottling, or selling of any substance in containers with his or her name, or other mark or device impressed or produced thereon, or whose equipment or supplies, owned by and used in his or her business, bears a name or other mark or device impressed or produced thereon, may file in the office of the Secretary of State after payment of the fee set forth in subdivision (d) of Section 12193 of the Government Code, a description of the name, mark, or device so used, as a brand. SEC. 6. Section 14461 of the Business and Professions Code is amended to read: 14461. Any farm owner or lessee in this state may register the name of his or her farm with the Secretary of State, and the Secretary of State shall issue a certificate setting forth the name and location of the farm and the name of the owner upon payment of the fee as set forth in subdivision (g) of Section 12193 of the Government Code. SEC. 7. Section 14483 of the Business and Professions Code is amended to read: 14483. The registrant shall pay to the Secretary of State for filing each laundry supply designation described and for issuing a certificate of filing a fee as set forth in subdivision (e) of Section 12193 of the Government Code, and to the county clerk a fee of one dollar ($1) for each designation described and filed. SEC. 8. Section 14492.5 of the Business and Professions Code is repealed. SEC. 8.5. Section 18896.8 of the Business and Professions Code is amended to read: 18896.8. (a) An athlete agent shall pay filing fees in an amount established pursuant to subdivision (b) of Section 12195 of the Government Code upon making the filings required by Sections 18896 and 18896.2. (b) All fees collected by the Secretary of State under this chapter shall be paid into the State Treasury and credited to the Business Fees Fund of the Secretary of State. SEC. 9. Section 990 of the Civil Code is amended to read: 990. (a) Any person who uses a deceased personality's name, voice, signature, photograph, or likeness, in any manner, on or in products, merchandise, or goods, or for purposes of advertising or selling, or soliciting purchases of, products, merchandise, goods, or services, without prior consent from the person or persons specified in subdivision (c), shall be liable for any damages sustained by the person or persons injured as a result thereof. In addition, in any action brought under this section, the person who violated the section shall be liable to the injured party or parties in an amount equal to the greater of seven hundred fifty dollars ($750) or the actual damages suffered by the injured party or parties, as a result of the unauthorized use, and any profits from the unauthorized use that are attributable to the use and are not taken into account in computing the actual damages. In establishing these profits, the injured party or parties shall be required to present proof only of the gross revenue attributable to the use and the person who violated the section is required to prove his or her deductible expenses. Punitive damages may also be awarded to the injured party or parties. The prevailing party or parties in any action under this section shall also be entitled to attorneys' fees and costs. (b) The rights recognized under this section are property rights, freely transferable, in whole or in part, by contract or by means of trust or testamentary documents, whether the transfer occurs before the death of the deceased personality, by the deceased personality or his or her transferees, or, after the death of the deceased personality, by the person or persons in whom the rights vest under this section or the transferees of that person or persons. (c) The consent required by this section shall be exercisable by the person or persons to whom the right of consent, or portion thereof, has been transferred in accordance with subdivision (b), or if no such transfer has occurred, then by the person or persons to whom the right of consent, or portion thereof, has passed in accordance with subdivision (d). (d) Subject to subdivisions (b) and (c), after the death of any person, the rights under this section shall belong to the following person or persons and may be exercised, on behalf of and for the benefit of all of those persons, by those persons who, in the aggregate, are entitled to more than a one-half interest in the rights: (1) The entire interest in those rights belong to the surviving spouse of the deceased personality unless there are any surviving children or grandchildren of the deceased personality, in which case one-half of the entire interest in those rights belong to the surviving spouse. (2) The entire interest in those rights belong to the surviving children of the deceased personality and to the surviving children of any dead child of the deceased personality unless the deceased personality has a surviving spouse, in which case the ownership of a one-half interest in rights is divided among the surviving children and grandchildren. (3) If there is no surviving spouse, and no surviving children or grandchildren, then the entire interest in those rights belong to the surviving parent or parents of the deceased personality. (4) The rights of the deceased personality's children and grandchildren are in all cases divided among them and exercisable in the manner provided in Section 240 of the Probate Code according to the number of the deceased personality's children represented. The share of the children of a dead child of a deceased personality can be exercised only by the action of a majority of them. (e) If any deceased personality does not transfer his or her rights under this section by contract, or by means of a trust or testamentary document, and there are no surviving persons as described in subdivision (d), then the rights set forth in subdivision (a) shall terminate. (f) (1) A successor-in-interest to the rights of a deceased personality under this section or a licensee thereof may not recover damages for a use prohibited by this section that occurs before the successor-in-interest or licensee registers a claim of the rights under paragraph (2). (2) Any person claiming to be a successor-in-interest to the rights of a deceased personality under this section or a licensee thereof may register that claim with the Secretary of State on a form prescribed by the Secretary of State and upon payment of a fee as set forth in subdivision (d) of Section 12195 of the Government Code. The form shall be verified and shall include the name and date of death of the deceased personality, the name and address of the claimant, the basis of the claim, and the rights claimed. (3) Upon receipt and after filing of any document under this section, the Secretary of State may microfilm or reproduce by other techniques any of the filings or documents and destroy the original filing or document. The microfilm or other reproduction of any document under the provisions of this section shall be admissible in any court of law. The microfilm or other reproduction of any document may be destroyed by the Secretary of State 50 years after the death of the personality named therein. (4) Claims registered under this subdivision shall be public records. (g) No action shall be brought under this section by reason of any use of a deceased personality's name, voice, signature, photograph, or likeness occurring after the expiration of 50 years from the death of the deceased personality. (h) As used in this section, "deceased personality" means any natural person whose name, voice, signature, photograph, or likeness has commercial value at the time of his or her death, whether or not during the lifetime of that natural person the person used his or her name, voice, signature, photograph, or likeness on or in products, merchandise or goods, or for purposes of advertising or selling, or solicitation of purchase of, products, merchandise, goods, or services. A "deceased personality" shall include, without limitation, any such natural person who has died within 50 years prior to January 1, 1985. (i) As used in this section, "photograph" means any photograph or photographic reproduction, still or moving, or any video tape or live television transmission, of any person, such that the deceased personality is readily identifiable. A deceased personality shall be deemed to be readily identifiable from a photograph when one who views the photograph with the naked eye can reasonably determine who the person depicted in the photograph is. (j) For purposes of this section, a use of a name, voice, signature, photograph, or likeness in connection with any news, public affairs, or sports broadcast or account, or any political campaign, shall not constitute a use for which consent is required under subdivision (a). (k) The use of a name, voice, signature, photograph, or likeness in a commercial medium shall not constitute a use for which consent is required under subdivision (a) solely because the material containing the use is commercially sponsored or contains paid advertising. Rather, it shall be a question of fact whether or not the use of the deceased personality's name, voice, signature, photograph, or likeness was so directly connected with the commercial sponsorship or with the paid advertising as to constitute a use for which consent is required under subdivision (a). (l) Nothing in this section shall apply to the owners or employees of any medium used for advertising, including, but not limited to, newspapers, magazines, radio and television networks and stations, cable television systems, billboards, and transit ads, by whom any advertisement or solicitation in violation of this section is published or disseminated, unless it is established that the owners or employees had knowledge of the unauthorized use of the deceased personality's name, voice, signature, photograph, or likeness as prohibited by this section. (m) The remedies provided for in this section are cumulative and shall be in addition to any others provided for by law. (n) This section shall not apply to the use of a deceased personality's name, voice, signature, photograph, or likeness, in any of the following instances: (1) A play, book, magazine, newspaper, musical composition, film, radio or television program, other than an advertisement or commercial announcement not exempt under paragraph (4). (2) Material that is of political or newsworthy value. (3) Single and original works of fine art. (4) An advertisement or commercial announcement for a use permitted by paragraph (1), (2), or (3). SEC. 9.5. Section 990 of the Civil Code is amended and renumbered to read: 3344.1. (a) (1) Any person who uses a deceased personality's name, voice, signature, photograph, or likeness, in any manner, on or in products, merchandise, or goods, or for purposes of advertising or selling, or soliciting purchases of, products, merchandise, goods, or services, without prior consent from the person or persons specified in subdivision (c), shall be liable for any damages sustained by the person or persons injured as a result thereof. In addition, in any action brought under this section, the person who violated the section shall be liable to the injured party or parties in an amount equal to the greater of seven hundred fifty dollars ($750) or the actual damages suffered by the injured party or parties, as a result of the unauthorized use, and any profits from the unauthorized use that are attributable to the use and are not taken into account in computing the actual damages. In establishing these profits, the injured party or parties shall be required to present proof only of the gross revenue attributable to the use and the person who violated the section is required to prove his or her deductible expenses. Punitive damages may also be awarded to the injured party or parties. The prevailing party or parties in any action under this section shall also be entitled to attorneys' fees and costs. (2) For purposes of this subdivision, a play, book, magazine, newspaper, musical composition, audiovisual work, radio or television program, single and original work of art, work of political or newsworthy value, or an advertisement or commercial announcement for any of these works, shall not be considered a product, article of merchandise, good, or service if it is fictional or nonfictional entertainment, or a dramatic, literary, or musical work. (3) If a work that is protected under paragraph (2) includes within it a use in connection with a product, article of merchandise, good, or service, this use shall not be exempt under this subdivision, notwithstanding the unprotected use's inclusion in a work otherwise exempt under this subdivision, if the claimant proves that this use is so directly connected with a product, article of merchandise, good, or service as to constitute an act of advertising, selling, or soliciting purchases of that product, article of merchandise, good, or service by the deceased personality without prior consent from the person or persons specified in subdivision (c). (b) The rights recognized under this section are property rights, freely transferable, in whole or in part, by contract or by means of trust or testamentary documents, whether the transfer occurs before the death of the deceased personality, by the deceased personality or his or her transferees, or, after the death of the deceased personality, by the person or persons in whom the rights vest under this section or the transferees of that person or persons. (c) The consent required by this section shall be exercisable by the person or persons to whom the right of consent, or portion thereof, has been transferred in accordance with subdivision (b), or if no transfer has occurred, then by the person or persons to whom the right of consent, or portion thereof, has passed in accordance with subdivision (d). (d) Subject to subdivisions (b) and (c), after the death of any person, the rights under this section shall belong to the following person or persons and may be exercised, on behalf of and for the benefit of all of those persons, by those persons who, in the aggregate, are entitled to more than a one-half interest in the rights: (1) The entire interest in those rights belong to the surviving spouse of the deceased personality unless there are any surviving children or grandchildren of the deceased personality, in which case one-half of the entire interest in those rights belong to the surviving spouse. (2) The entire interest in those rights belong to the surviving children of the deceased personality and to the surviving children of any dead child of the deceased personality unless the deceased personality has a surviving spouse, in which case the ownership of a one-half interest in rights is divided among the surviving children and grandchildren. (3) If there is no surviving spouse, and no surviving children or grandchildren, then the entire interest in those rights belong to the surviving parent or parents of the deceased personality. (4) The rights of the deceased personality's children and grandchildren are in all cases divided among them and exercisable in the manner provided in Section 240 of the Probate Code according to the number of the deceased personality's children represented. The share of the children of a dead child of a deceased personality can be exercised only by the action of a majority of them. (e) If any deceased personality does not transfer his or her rights under this section by contract, or by means of a trust or testamentary document, and there are no surviving persons as described in subdivision (d), then the rights set forth in subdivision (a) shall terminate. (f) (1) A successor in interest to the rights of a deceased personality under this section or a licensee thereof may not recover damages for a use prohibited by this section that occurs before the successor in interest or licensee registers a claim of the rights under paragraph (2). (2) Any person claiming to be a successor in interest to the rights of a deceased personality under this section or a licensee thereof may register that claim with the Secretary of State on a form prescribed by the Secretary of State and upon payment of a fee as set forth in subdivision (d) of Section 12195 of the Government Code. The form shall be verified and shall include the name and date of death of the deceased personality, the name and address of the claimant, the basis of the claim, and the rights claimed. (3) Upon receipt and after filing of any document under this section, the Secretary of State shall post the document along with the entire registry of persons claiming to be a successor in interest to the rights of a deceased personality or a registered licensee under this section upon the World Wide Web, also known as the Internet. The Secretary of State may microfilm or reproduce by other techniques any of the filings or documents and destroy the original filing or document. The microfilm or other reproduction of any document under the provisions of this section shall be admissible in any court of law. The microfilm or other reproduction of any document may be destroyed by the Secretary of State 70 years after the death of the personality named therein. (4) Claims registered under this subdivision shall be public records. (g) No action shall be brought under this section by reason of any use of a deceased personality's name, voice, signature, photograph, or likeness occurring after the expiration of 70 years after the death of the deceased personality. (h) As used in this section, "deceased personality" means any natural person whose name, voice, signature, photograph, or likeness has commercial value at the time of his or her death, whether or not during the lifetime of that natural person the person used his or her name, voice, signature, photograph, or likeness on or in products, merchandise or goods, or for purposes of advertising or selling, or solicitation of purchase of, products, merchandise, goods, or services. A "deceased personality" shall include, without limitation, any such natural person who has died within 70 years prior to January 1, 1985. (i) As used in this section, "photograph" means any photograph or photographic reproduction, still or moving, or any video tape or live television transmission, of any person, such that the deceased personality is readily identifiable. A deceased personality shall be deemed to be readily identifiable from a photograph when one who views the photograph with the naked eye can reasonably determine who the person depicted in the photograph is. (j) For purposes of this section, a use of a name, voice, signature, photograph, or likeness in connection with any news, public affairs, or sports broadcast or account, or any political campaign, shall not constitute a use for which consent is required under subdivision (a). (k) The use of a name, voice, signature, photograph, or likeness in a commercial medium shall not constitute a use for which consent is required under subdivision (a) solely because the material containing the use is commercially sponsored or contains paid advertising. Rather, it shall be a question of fact whether or not the use of the deceased personality's name, voice, signature, photograph, or likeness was so directly connected with the commercial sponsorship or with the paid advertising as to constitute a use for which consent is required under subdivision (a). (l) Nothing in this section shall apply to the owners or employees of any medium used for advertising, including, but not limited to, newspapers, magazines, radio and television networks and stations, cable television systems, billboards, and transit ads, by whom any advertisement or solicitation in violation of this section is published or disseminated, unless it is established that the owners or employees had knowledge of the unauthorized use of the deceased personality's name, voice, signature, photograph, or likeness as prohibited by this section. (m) The remedies provided for in this section are cumulative and shall be in addition to any others provided for by law. (n) This section shall apply to the adjudication of liability and the imposition of any damages or other remedies in cases in which the liability, damages, and other remedies arise from acts occurring directly in this state. For purposes of this section, acts giving rise to liability shall be limited to the use, on or in products, merchandise, goods, or services, or the advertising or selling, or soliciting purchases of, products, merchandise, goods, or services prohibited by this section. (o) This section shall be known and may be cited as the Astaire Celebrity Image Protection Act. SEC. 10. Section 1782 of the Civil Code is amended to read: 1782. (a) Thirty days or more prior to the commencement of an action for damages pursuant to this title, the consumer shall do the following: (1) Notify the person alleged to have employed or committed methods, acts, or practices declared unlawful by Section 1770 of the particular alleged violations of Section 1770. (2) Demand that the person correct, repair, replace, or otherwise rectify the goods or services alleged to be in violation of Section 1770. The notice shall be in writing and shall be sent by certified or registered mail, return receipt requested, to the place where the transaction occurred or to the person's principal place of business within California. (b) Except as provided in subdivision (c), no action for damages may be maintained under Section 1780 if an appropriate correction, repair, replacement, or other remedy is given, or agreed to be given within a reasonable time, to the consumer within 30 days after receipt of the notice. (c) No action for damages may be maintained under Section 1781 upon a showing by a person alleged to have employed or committed methods, acts, or practices declared unlawful by Section 1770 that all of the following exist: (1) All consumers similarly situated have been identified, or a reasonable effort to identify such other consumers has been made. (2) All consumers so identified have been notified that upon their request the person shall make the appropriate correction, repair, replacement, or other remedy of the goods and services. (3) The correction, repair, replacement, or other remedy requested by the consumers has been, or, in a reasonable time, shall be, given. (4) The person has ceased from engaging, or if immediate cessation is impossible or unreasonably expensive under the circumstances, the person will, within a reasonable time, cease to engage, in the methods, act, or practices. (d) An action for injunctive relief brought under the specific provisions of Section 1770 may be commenced without compliance with subdivision (a). Not less than 30 days after the commencement of an action for injunctive relief, and after compliance with subdivision (a), the consumer may amend his or her complaint without leave of court to include a request for damages. The appropriate provisions of subdivision (b) or (c) shall be applicable if the complaint for injunctive relief is amended to request damages. (e) Attempts to comply with this section by a person receiving a demand shall be construed to be an offer to compromise and shall be inadmissible as evidence pursuant to Section 1152 of the Evidence Code. Furthermore, these attempts to comply with a demand shall not be considered an admission of engaging in an act or practice declared unlawful by Section 1770. Evidence of compliance or attempts to comply with this section may be introduced by a defendant for the purpose of establishing good faith or to show compliance with this section. SEC. 12. Section 1018 of the Code of Civil Procedure is repealed. SEC. 13. Section 2104 of the Code of Civil Procedure is amended to read: 2104. The fee charged for recording and indexing each notice of lien or certificate or notice affecting the lien filed with the county recorder shall be the same as those established by Article 5 (commencing with Section 27360) of Chapter 6 of Part 3 of Division 2 of Title 3 of the Government Code for the recording and indexing of documents. The fee for filing and indexing each notice of lien or certificate or notice affecting the lien with the office of the Secretary of State is set forth in subdivision (a) of Section 12194 of the Government Code. The officer shall bill the district directors of internal revenue or other appropriate federal officials on a monthly basis for fees for documents recorded or filed by the county recorder or the Secretary of State. SEC. 14. Section 9403 of the Commercial Code is amended to read: 9403. (1) Presentation for filing of a financing statement, tender of the filing fee and acceptance of the statement by the filing officer constitutes filing under this division. (2) Except as provided in subdivision (6), a filed financing statement is effective for a period of five years from the date of filing. The effectiveness of a filed financing statement lapses on the expiration of the five-year period unless a continuation statement is filed prior to the lapse. Upon the lapse the security interest becomes unperfected unless it is perfected without filing. If the security interest becomes unperfected upon lapse, it is deemed to have been unperfected as against a person who became a purchaser or lien creditor before lapse. Upon lapse of a fixture filing, it is deemed to have been ineffective as against a person who became a purchaser or lien creditor before lapse. (3) A continuation statement may be filed by the secured party of record within six months prior to the expiration of the five-year period specified in subdivision (2). The continuation statement must be signed by the secured party of record, identify the original statement by file number thereof, and state that the original statement is continued. A continuation statement filed to continue the effectiveness of a financing statement filed as a fixture filing (Section 9313) is not effective unless the following requirements are met: (a) If the debtor did not have an interest of record in the real estate as of the date of the filing of the original statement, the continuation statement shall contain the name of a record owner of the real estate as of the date of the filing of the original statement. (b) The continuation statement shall contain substantially the following statement: "This continuation statement is filed to continue the effectiveness of a financing statement filed as a fixture filing." The continuation statement shall clearly indicate the intent to continue the effectiveness of a financing statement as a fixture filing. Upon timely filing of the continuation statement, the effectiveness of the original statement is continued for five years after the last date to which the filing was effective whereupon it lapses in the same manner as provided in subdivision (2) unless another continuation statement is filed prior to the lapse. Succeeding continuation statements may be filed in the same manner to continue the effectiveness of the original statement. The filing officer may remove a lapsed financing statement and related filings from the files and destroy them immediately if he or she has retained a microfilm or other photographic record, or in other cases after one year after the lapse. The filing officer shall so arrange matters by physical annexation of financing statements to continuation statements or other related filings, or by other means, that if he or she physically destroys the financing statements of a period more than five years past, those that have been continued by a continuation statement or that are still effective under subdivision (6) shall be retained. The filing officer shall not destroy a financing statement and related filings as to which he or she has received written notice that there is an action pending relative thereto. (4) Except as provided in subdivision (7) a filing officer shall mark each financing statement with a consecutive file number and with the date and time of filing and shall hold the statement or a microfilm or other photographic copy thereof for public inspection. In addition, the filing officer shall index the statement according to the name of the debtor and shall note in the index the file number and the address of the debtor given in this statement. The filing officer shall mark each continuation statement with the date and time of filing and shall index the same under the file number of the original financing statement. (5) The uniform fee for filing, indexing, and furnishing filing data (subdivision (1) of Section 9407) for an original financing statement, an amendment, or a continuation statement is set forth in subdivision (b) of Section 12194 of the Government Code. (6) If the debtor is a transmitting utility (subdivision (5) of Section 9401) and a filed financing statement so states, it is effective until a termination statement is filed. A real estate mortgage that is effective as a fixture filing under subdivision (6) of Section 9402 remains effective as a fixture filing until the mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the real estate. (7) A financing or continuation statement covering collateral described in paragraph (b) of subdivision (1) of Section 9401 or filed as a fixture filing shall be recorded and indexed by the filing officer in the real property index of grantors under the name of the debtor and any owner of record shown on the financing statement. A financing or continuation statement so recorded and indexed and containing a description of real property affected thereby shall constitute constructive notice from the time of its acceptance for recording to any purchaser or encumbrancer of the real property of the security interest in such collateral. SEC. 15. Section 9404 of the Commercial Code is amended to read: 9404. (1) Whenever there is no outstanding secured obligation and no commitment to make advances, incur obligations, or otherwise give value, the secured party of record must on written demand by the debtor send the debtor a statement that he or she no longer claims a security interest under the financing statement, which shall be identified by file number. If the affected secured party of record fails to send a termination statement within 10 days after proper demand therefor he or she shall be liable to the debtor for all actual damages suffered by the debtor by reason of that failure, and if the failure is in bad faith for a penalty of one hundred dollars ($100). (2) The filing officer shall mark each such termination statement with the date and time of filing and shall index the same under the name of the debtor and under the file number of the original financing statement. If the filing officer has a microfilm or other photographic record of the financing statement and related filings, the filing officer may remove the originals from the files at any time after receipt of the termination statement and destroy them, or if he or she has no such record, he or she may remove them from his or her files at any time after one year after receipt of the termination statement and destroy them. (3) The uniform fee for filing, indexing and furnishing filing data (subdivision (1) of Section 9407) for a termination statement is set forth in subdivision (b) of Section 12194 of the Government Code. SEC. 16. Section 9405 of the Commercial Code is amended to read: 9405. (1) A secured party of record may by a writing release his or her security interest in all or a part of the collateral covered by a filed financing statement. A statement of release is sufficient if it is signed by the secured party of record and contains a statement describing the collateral being released, the name of the debtor, and the file number of the original financing statement. (2) The filing officer shall mark each such statement with the date and time of filing and index the same under the name of the debtor and under the file number of the original financing statement. (3) The uniform fee for filing, indexing and furnishing filing data (subdivision (1) of Section 9407) for a statement of release on a form conforming to standards prescribed by the Secretary of State is set forth in subdivision (b) of Section 12194 of the Government Code. SEC. 17. Section 9406 of the Commercial Code is amended to read: 9406. (1) If a secured party assigns all or part of his or her security interest in all or part of collateral covered by a filed financing statement, a statement of assignment may be filed. The statement shall be signed by the secured party and shall give the name and mailing address of the assignee, the names of the assignor secured party and the debtor, the file number of the original financing statement, and, if the assignment is less than a full assignment of all of the security interest in all of the collateral covered by the filed financing statement, a description of the collateral affected by the assignment. (2) The filing officer shall mark each such statement of assignment with the date and time of filing and shall index the same under the name of the debtor and under the file number of the original financing statement. (3) A statement of assignment may be filed at the time of the filing of the financing statement, in which event the filing officer shall first file the financing statement and index the assignment under the name of the debtor and under the file number given the financing statement. An assignment endorsed on the financing statement before it is filed with the filing officer need not be indexed by the filing officer. (4) The uniform fee for filing, indexing, and furnishing filing data (subdivision (1) of Section 9407) for a separate statement of assignment is set forth in subdivision (b) of Section 12194 of the Government Code. (5) Whenever a continuation statement, an amendment to a financing statement, a termination statement, a statement of release, or a statement of assignment signed by one other than the secured party of record is presented for filing it must be accompanied by a statement of assignment signed by the secured party of record covering the collateral to which the continuation statement, amendment, termination statement, release, or assignment applies. (6) Wherever in this code reference is made to the secured party of record it means the secured party named in the original financing statement or, if a statement of assignment has been filed, or an assignee has been named in the financing statement before it is filed, the assignee of the security interest in the collateral affected. Any continuation statement, amendment to a financing statement, termination statement, statement of release, or statement of assignment signed by one other than the secured party of record as to the collateral affected thereby shall be ineffective for any purpose except as between the parties thereto. SEC. 18. Section 9409 of the Commercial Code is amended to read: 9409. (a) Upon request of any person, the Secretary of State shall issue a combined certificate showing the information as to financing statements as specified in Section 9407, the information as to state tax liens as specified in Section 7226 of the Government Code, the information as to attachment liens as specified in Sections 488.375 and 488.405 of the Code of Civil Procedure, the information as to judgment liens as specified in Section 697.580 of the Code of Civil Procedure, and the information as to federal liens as specified in Section 2103 of the Code of Civil Procedure. (b) The fee for the certificate is set forth in Section 12183 of the Government Code. The fee for copies is set forth in Section 12182 of the Government Code. SEC. 19. Section 1107.5 is added to the Corporations Code, to read: 1107.5. (a) Upon merger pursuant to this chapter, a surviving domestic corporation shall assume the liability of a domestic disappearing corporation (1) to prepare and file, or to cause to be prepared and filed, tax and information returns otherwise required of the domestic disappearing corporation under the Bank and Corporation Tax Law (Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code) and (2) to pay any tax liability determined to be due. (b) Notwithstanding Sections 1103, 1108, and 1110 of this code and Section 23334 of the Revenue and Taxation Code, if (1) the articles of incorporation of a domestic disappearing corporation were filed 60 days or less prior to the date of filing of the merger and (2) the surviving corporation is a domestic corporation, the Secretary of State shall file the merger without the certificate of satisfaction of the Franchise Tax Board and shall notify the Franchise Tax Board of the merger. SEC. 20. Section 1502 of the Corporations Code is amended to read: 1502. (a) Every corporation shall file, within 90 days after the filing of its original articles and biennially thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement containing all of the following: (1) The names and complete business or residence addresses of its incumbent directors. (2) The number of vacancies on the board, if any. (3) The names and complete business or residence addresses of its chief executive officer, secretary, and chief financial officer. (4) The street address of its principal executive office. (5) If the address of its principal executive office is not in this state, the street address of its principal business office in this state, if any. (6) A statement of the general type of business that constitutes the principal business activity of the corporation (for example, manufacturer of aircraft; wholesale liquor distributor; or retail department store). (b) The statement required by subdivision (a) shall also designate, as the agent of the corporation for the purpose of service of process, a natural person residing in this state or a corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated. If a natural person is designated, the statement shall set forth that person's complete business or residence address. If a corporate agent is designated, no address for it shall be set forth. (c) If there has been no change in the information in the last filed statement of the corporation on file in the Secretary of State' s office, the corporation may, in lieu of filing the statement required by subdivisions (a) and (b), advise the Secretary of State, on a form prescribed by the Secretary of State, that no changes in the required information have occurred during the applicable filing period. (d) For the purposes of this section, the applicable filing period for a corporation shall be the calendar month during which its original articles were filed and the immediately preceding five calendar months. The Secretary of State shall mail a form for compliance with this section to each corporation approximately three months prior to the close of the applicable filing period. The form shall state the due date thereof and shall be mailed to the last address of the corporation according to the records of the Secretary of State. The failure of the corporation to receive the form is not an excuse for failure to comply with this section. (e) Whenever any of the information required by subdivision (a) is changed, the corporation may file a current statement containing all the information required by subdivisions (a) and (b). In order to change its agent for service of process or the address of the agent, the corporation must file a current statement containing all the information required by subdivisions (a) and (b). Whenever any statement is filed pursuant to this section, it supersedes any previously filed statement and the statement in the articles as to the agent for service of process and the address of the agent. (f) The Secretary of State may destroy or otherwise dispose of any statement filed pursuant to this section after it has been superseded by the filing of a new statement. (g) This section shall not be construed to place any person dealing with the corporation on notice of, or under any duty to inquire about, the existence or content of a statement filed pursuant to this section. SEC. 21. Section 1905 of the Corporations Code is amended to read: 1905. (a) When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify a certificate of dissolution stating: (1) That the corporation has been completely wound up. (2) That its known debts and liabilities have been actually paid, or adequately provided for, or paid or adequately provided for as far as its assets permitted, or that it has incurred no known debts or liabilities, as the case may be. If there are known debts or liabilities for payment of which adequate provision has been made, the certificate shall state what provision has been made, setting forth the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or any other information that may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability. (3) That the tax liability will be satisfied on a taxes paid basis or that a person or corporation or other business entity assumes the tax liability, if any, of the dissolving corporation as security for the issuance of a tax clearance certificate from the Franchise Tax Board and is responsible for additional corporate taxes, if any, that are assessed and that become due after the date of the assumption of the tax liability. (4) That its known assets have been distributed to the persons entitled thereto or that it acquired no known assets, as the case may be. (5) That the corporation is dissolved. (6) If no certificate of election is to be filed pursuant to subdivision (c) of Section 1901, that the election to dissolve was made by the vote of all the outstanding shares. (b) The assumption agreement specified in paragraph (3) of subdivision (a) shall be submitted to the Secretary of State for transmittal to the Franchise Tax Board. The statement provided for in paragraph (3) of subdivision (a) need not be set forth in the certificate if the assumption agreement specified therein is submitted to the Secretary of State with the certificate. (c) The certificate of dissolution shall be filed with the Secretary of State and thereupon the corporate powers, rights, and privileges of the corporation shall cease. The Secretary of State shall notify the Franchise Tax Board of the filing and shall forward to the Franchise Tax Board any statement of assumption of tax liability accompanying the certificate of dissolution. The Franchise Tax Board shall determine from the available evidence whether or not all taxes imposed on the corporation pursuant to Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code have been paid or secured and shall notify the taxpayer of any outstanding tax liability and the necessity of satisfying the liability. The Franchise Tax Board shall notify the Secretary of State when all taxes imposed on the corporation pursuant to Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code have been paid or secured, at which time the corporation shall be dissolved as of the date of filing the certificate of dissolution and thereupon its corporate existence shall cease. (d) When a corporation files a certificate of dissolution the Secretary of State shall notify the corporation that the corporation will be dissolved as of the date of filing only if the Franchise Tax Board notifies the Secretary of State that all taxes imposed on the corporation pursuant to Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code have been paid or secured. SEC. 22. Section 2117 of the Corporations Code is amended to read: 2117. (a) Every foreign corporation (other than a foreign association) qualified to transact intrastate business shall file, biennially during the applicable filing period, on a form prescribed by the Secretary of State, a statement containing: (1) the names and complete business or residence addresses of its chief executive officer, secretary, and chief financial officer; (2) the street address of its principal executive office; (3) the street address of its principal business office in this state, if any; and (4) a statement of the general type of business that constitutes the principal business activity of the corporation (for example, manufacturer of aircraft; wholesale liquor distributor; or retail department store). If the officers of the corporation use other titles, the statement shall include the officers performing comparable duties under other titles. If the corporation has no officers, or has no officers who are natural persons, the statement shall include the names of natural persons performing comparable duties for the corporation pursuant to a management contract or other arrangement. (b) The statement required by subdivision (a) shall also designate, as the agent of the corporation for the purpose of service of process, a natural person residing in this state or a corporation that has complied with Section 1505 and whose capacity to act as the agent has not terminated. If a natural person is designated, the statement shall set forth the person's complete business or residence address. If a corporate agent is designated, no address for it shall be set forth. (c) Whenever any of the information required by subdivision (a) is changed, the corporation may file a current statement containing all the information required by subdivisions (a) and (b). In order to change its agent for service of process or the address of the agent, the corporation shall file a current statement containing all the information required by subdivisions (a) and (b). Whenever any statement is filed pursuant to this section, it supersedes any previously filed statement and the statement in the filing pursuant to Section 2105. (d) Subdivisions (c), (d), (f), and (g) of Section 1502 apply to statements filed pursuant to this section except that "articles" shall mean the filing pursuant to Section 2105. SEC. 23. Section 2205 of the Corporations Code is amended to read: 2205. (a) A corporation that (1) fails to file a statement pursuant to Section 1502 for an applicable filing period, (2) has not filed a statement pursuant to Section 1502 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 2204 for the same filing period, shall be subject to suspension pursuant to this section rather than to penalty pursuant to Section 2204. (b) When subdivision (a) is applicable, the Secretary of State shall mail a notice to the corporation informing the corporation that its corporate powers, rights, and privileges will be suspended after 60 days if it fails to file a statement pursuant to Section 1502. (c) After the expiration of the 60-day period without any statement filed pursuant to Section 1502, the Secretary of State shall notify the Franchise Tax Board of the suspension, and mail a notice of the suspension to the corporation and thereupon, except for the purpose of amending the articles of incorporation to set forth a new name, the corporate powers, rights, and privileges of the corporation are suspended. (d) A statement pursuant to Section 1502 may be filed notwithstanding suspension of the corporate powers, rights, and privileges pursuant to this section or Section 23301 or 23301.5 of the Revenue and Taxation Code. Upon the filing of a statement pursuant to Section 1502 by a corporation that has suffered suspension pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the corporation may thereupon be relieved from suspension unless the corporation is held in suspension by the Franchise Tax Board by reason of Section 23301 or 23301.5 of the Revenue and Taxation Code. SEC. 24. Section 5008.6 of the Corporations Code is amended to read: 5008.6. (a) A corporation that (1) fails to file a statement pursuant to Section 6210, 8210, or 9660 for an applicable filing period, (2) has not filed a statement pursuant to Section 6210, 8210, or 9660 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 6810, 8810, or 9690 for the same filing period, shall be subject to suspension pursuant to this section rather than to penalty under Section 6810 or 8810. (b) When subdivision (a) is applicable, the Secretary of State shall mail a notice to the corporation informing the corporation that its corporate powers, rights, and privileges will be suspended 60 days from the date of the notice if the corporation does not file the statement required by Section 6210, 8210, or 9660. (c) If the 60-day period expires without the delinquent corporation filing the required statement, the Secretary of State shall notify the Franchise Tax Board of the suspension, and mail a notice of the suspension to the corporation. Thereupon, except for the purpose of amending the articles of incorporation to set forth a new name or filing an application for exempt status, the corporate powers, rights, and privileges of the corporation are suspended. (d) A statement required by Section 6210, 8210, or 9660 may be filed, notwithstanding suspension of the corporate powers, rights, and privileges under this section or under provisions of the Revenue and Taxation Code. Upon the filing of a statement under Section 6210, 8210, or 9660, by a corporation that has suffered suspension under this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the corporation may thereupon be relieved from suspension, unless the corporation is held in suspension by the Franchise Tax Board because of Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code. SEC. 25. Section 6210 of the Corporations Code is amended to read: 6210. (a) Every corporation shall, within 90 days after the filing of its original articles and biennially thereafter during the applicable filing period, file, on a form prescribed by the Secretary of State, a statement containing: (1) the names and complete business or residence addresses of its chief executive officer, secretary, and chief financial officer; and (2) the street address of its principal office in this state, if any. (b) The statement required by subdivision (a) shall also designate, as the agent of the corporation for the purpose of service of process, a natural person residing in this state or any domestic or foreign or foreign business corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated. If a natural person is designated, the statement shall set forth the person's complete business or residence address. If a corporate agent is designated, no address for it shall be set forth. (c) For the purposes of this section, the applicable filing period for a corporation shall be the calendar month during which its original articles were filed and the immediately preceding five calendar months. The Secretary of State shall mail a form for compliance with this section to each corporation approximately three months prior to the close of the applicable filing period. The form shall state the due date thereof and shall be mailed to the last address of the corporation according to the records of the Secretary of State. Neither the failure of the Secretary of State to mail the form nor the failure of the corporation to receive it is an excuse for failure to comply with this section. (d) Whenever any of the information required by subdivision (a) is changed, the corporation may file a current statement containing all the information required by subdivisions (a) and (b). In order to change its agent for service of process or the address of the agent, the corporation must file a current statement containing all the information required by subdivisions (a) and (b). Whenever any statement is filed pursuant to this section, it supersedes any previously filed statement and the statement in the articles as to the agent for service of process and the address of the agent. (e) The Secretary of State may destroy or otherwise dispose of any statement filed pursuant to this section after it has been superseded by the filing of a new statement. (f) This section shall not be construed to place any person dealing with the corporation on notice of, or under any duty to inquire about, the existence or content of a statement filed pursuant to this section. SEC. 26. Section 8210 of the Corporations Code is amended to read: 8210. (a) Every corporation shall, within 90 days after the filing of its original articles and biennially thereafter during the applicable filing period, file, on a form prescribed by the Secretary of State, a statement containing: (1) the names and complete business or residence addresses of its chief executive officer, secretary, and chief financial officer; and (2) the street address of its principal office in this state, if any. (b) The statement required by subdivision (a) shall also designate, as the agent of the corporation for the purpose of service of process, a natural person residing in this state or any domestic or foreign or foreign business corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated. If a natural person is designated, the statement shall set forth the person's complete business or residence address. If a corporate agent is designated, no address for it shall be set forth. (c) For the purposes of this section, the applicable filing period for a corporation shall be the calendar month during which its original articles were filed and the immediately preceding five calendar months. The Secretary of State shall mail a form for compliance with this section to each corporation approximately three months prior to the close of the applicable filing period. The form shall state the due date thereof and shall be mailed to the last address of the corporation according to the records of the Secretary of State. Neither the failure of the Secretary of State to mail the form nor the failure of the corporation to receive it is an excuse for failure to comply with this section. (d) Whenever any of the information required by subdivision (a) is changed, the corporation may file a current statement containing all the information required by subdivisions (a) and (b). In order to change its agent for service of process or the address of the agent, the corporation must file a current statement containing all the information required by subdivisions (a) and (b). Whenever any statement is filed pursuant to this section, it supersedes any previously filed statement and the statement in the articles as to the agent for service of process and the address of the agent. (e) The Secretary of State may destroy or otherwise dispose of any statement filed pursuant to this section after it has been superseded by the filing of a new statement. (f) This section shall not be construed to place any person dealing with the corporation on notice of, or under any duty to inquire about, the existence or content of a statement filed pursuant to this section. SEC. 27. Section 15800 of the Corporations Code is amended to read: 15800. Every partnership, other than a foreign limited partnership subject to Chapter 3 (commencing with Section 15611) or a commercial or banking partnership established and transacting business in a place without the United States, that is domiciled without this state and has no regular place of business within this state, shall, within 40 days from the time it commences to do business in this state, file a statement in the office of the Secretary of State in accordance with Section 24003 designating some natural person or corporation as the agent of the partnership upon whom process issued by authority of or under any law of this state directed against the partnership may be served. A copy of the designation, duly certified by the Secretary of State, is sufficient evidence of the appointment. The process may be served in the manner provided in subdivision (e) of Section 24003 on the person so designated, or, in the event that no such person has been designated, or if the agent designated for the service of process is a natural person and cannot be found with due diligence at the address stated in the designation, or if the agent is a corporation and no person can be found with due diligence to whom the delivery authorized by subdivision (e) of Section 24003 may be made for the purpose of delivery to the corporate agent, or if the agent designated is no longer authorized to act, then service may be made by personal delivery to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State of the process, together with a written statement signed by the party to the action seeking the service, or by the party's attorney, setting forth the last known address of the partnership and a service fee as set forth in Section 12197 of the Government Code. The Secretary of State shall immediately give notice of the service to the partnership by forwarding the process to it by registered mail, return receipt requested, at the address given in the written statement. Service on the person designated, or personal delivery of the process and statement of address together with a service fee as set forth in Section 12197 of the Government Code to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State, pursuant to this section is a valid service on the partnership. The partnership so served shall appear within 30 days after service on the person designated or within 30 days after delivery of the process to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State. SEC. 28. Section 16953 of the Corporations Code is amended to read: 16953. (a) To become a registered limited liability partnership, a partnership, other than a limited partnership, shall file with the Secretary of State a registration, executed by one or more partners authorized to execute a registration, stating all of the following: (1) The name of the partnership. (2) The address of its principal office. (3) The name and address of the agent for service of process on the limited liability partnership in California. (4) A brief statement of the business in which the partnership engages. (5) Any other matters that the partnership determines to include. (6) That the partnership is registering as a registered limited liability partnership. (b) The registration shall be accompanied by a fee as set forth in subdivision (a) of Section 12189 of the Government Code. (c) The Secretary of State shall register as a registered limited liability partnership any partnership that submits a completed registration with the required fee. (d) The Secretary of State may cancel the filing of the registration if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Upon receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give a first written notice of the applicability of this section to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier's check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall thereupon be effective. The second notice shall be given 20 days or more after the first notice and 90 days or less after the date of the original filing. (e) A partnership becomes a registered limited liability partnership at the time of the filing of the initial registration with the Secretary of State or at any later date or time specified in the registration and the payment of the fee required by subdivision (b). A partnership continues as a registered limited liability partnership until a notice that it is no longer a registered limited liability partnership has been filed pursuant to subdivision (b) of Section 16954 or, if applicable, until it has been dissolved and finally wound up. The status of a partnership as a registered limited liability partnership and the liability of a partner of the registered limited liability partnership shall not be adversely affected by errors or subsequent changes in the information stated in a registration under subdivision (a) or an amended registration or notice under Section 16954. (f) The fact that a registration or amended registration pursuant to this section is on file with the Secretary of State is notice that the partnership is a registered limited liability partnership and of those other facts contained therein that are required to be set forth in the registration or amended registration. (g) The Secretary of State shall provide a form for a registration under subdivision (a), which shall include the form for confirming compliance with the optional security requirement pursuant to subdivision (c) of Section 16956. (h) A limited liability partnership providing professional limited liability partnership services in this state shall comply with all statutory and administrative registration or filing requirements of the state board, commission, or other agency that prescribes the rules and regulations governing the particular profession in which the partnership proposes to engage, pursuant to the applicable provisions of the Business and Professions Code relating to that profession. No such state board, commission, or other agency shall disclose, unless compelled by a subpoena or other order of a court of competent jurisdiction, any information it receives in the course of evaluating the compliance of a limited liability partnership with applicable statutory and administrative registration or filing requirements, provided that nothing in this section shall be construed to prevent a state board, commission, or other agency from disclosing the manner in which the limited liability partnership has complied with the requirements of Section 16956, or the compliance or noncompliance by the limited liability partnership with any other requirements of the state board, commission, or other agency. SEC. 29. Section 16954 of the Corporations Code is amended to read: 16954. (a) The registration of a registered limited liability partnership may be amended by an amended registration executed by one or more partners authorized to execute an amended registration and filed with the Secretary of State, as soon as reasonably practical after any information set forth in the registration or previously filed amended registration becomes inaccurate or to add information to the registration or amended registration. (b) If a registered limited liability partnership ceases to be a registered limited liability partnership, it shall file with the Secretary of State a notice, executed by one or more partners authorized to execute the notice, that it is no longer a registered limited liability partnership. A tax clearance certificate issued by the Franchise Tax Board pursuant to Section 17948.1 of the Revenue and Taxation Code shall be filed with the notice. (c) An amendment pursuant to subdivision (a) and a notice pursuant to subdivision (b) shall each be accompanied by a fee as set forth in subdivision (c) of Section 12189 of the Government Code. (d) The Secretary of State shall provide forms for an amended registration under subdivision (a) and a notice under subdivision (b). SEC. 30. Section 16959 of the Corporations Code is amended to read: 16959. (a) (1) Before transacting intrastate business in this state, a foreign limited liability partnership shall comply with all statutory and administrative registration or filing requirements of the state board, commission, or agency that prescribes the rules and regulations governing a particular profession in which the partnership proposes to be engaged, pursuant to the applicable provisions of the Business and Professions Code relating to the profession or applicable rules adopted by the governing board. A foreign limited liability partnership that transacts intrastate business in this state shall within 30 days after the effective date of the act enacting this section or the date on which the foreign limited liability partnership first transacts intrastate business in this state, whichever is later, register with the Secretary of State by submitting to the Secretary of State an application for registration as a foreign limited liability partnership, signed by a person with authority to do so under the laws of the jurisdiction of formation of the foreign limited liability partnership, stating the name of the partnership, the address of its principal office, the name and address of its agent for service of process in this state, a brief statement of the business in which the partnership engages, and any other matters that the partnership determines to include. (2) Annexed to the application for registration shall be a certificate from an authorized public official of the foreign limited liability partnership's jurisdiction of organization to the effect that the foreign limited liability partnership is in good standing in that jurisdiction, if the laws of that jurisdiction permit the issuance of those certificates, or, in the alternative, a statement by the foreign limited liability partnership that the laws of its jurisdiction of organization do not permit the issuance of those certificates. (b) The registration shall be accompanied by a fee as set forth in subdivision (b) of Section 12189 of the Government Code. (c) The Secretary of State shall register as a foreign limited liability partnership any partnership that submits a completed application for registration with the required fee. (d) The Secretary of State may cancel the filing of the registration if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Upon receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give a first written notice of the applicability of this section to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier's check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall thereupon be effective. The second notice shall be given 20 days or more after the first notice and 90 days or less after the original filing. (e) A partnership becomes registered as a foreign limited liability partnership at the time of the filing of the initial registration with the Secretary of State or at any later date or time specified in the registration and the payment of the fee required by subdivision (b). A partnership continues to be registered as a foreign limited liability partnership until a notice that it is no longer so registered as a limited liability partnership has been filed pursuant to Section 16960 or, if applicable, once it has been dissolved and finally wound up. The status of a partnership registered as a foreign limited liability partnership and the liability of a partner of that foreign limited liability partnership shall not be adversely affected by errors or subsequent changes in the information stated in an application for registration under subdivision (a) or an amended registration or notice under Section 16960. (f) The fact that a registration or amended registration pursuant to Section 16960 is on file with the Secretary of State is notice that the partnership is a foreign limited liability partnership and of those other facts contained therein that are required to be set forth in the registration or amended registration. (g) The Secretary of State shall provide a form for a registration under subdivision (a), which shall include the form for confirming compliance with the optional security requirement pursuant to subdivision (c) of Section 16956. (h) A foreign limited liability partnership transacting intrastate business in this state shall not maintain any action, suit, or proceeding in any court of this state until it has registered in this state pursuant to this section. (i) Any foreign limited liability partnership that transacts intrastate business in this state without registration is subject to a penalty of twenty dollars ($20) for each day that unauthorized intrastate business is transacted, up to a maximum of ten thousand dollars ($10,000). (j) A partner of a foreign limited liability partnership is not liable for the debts or obligations of the foreign limited liability partnership solely by reason of its having transacted business in this state without registration. (k) A foreign limited liability partnership, transacting business in this state without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this state. (l) "Transact intrastate business" as used in this section means to repeatedly and successively provide professional limited liability partnership services in this state, other than in interstate or foreign commerce. (m) Without excluding other activities that may not be considered to be transacting intrastate business, a foreign limited liability partnership shall not be considered to be transacting intrastate business merely because its subsidiary or affiliate transacts intrastate business, or merely because of its status as any one or more of the following: (1) A shareholder of a domestic corporation. (2) A shareholder of a foreign corporation transacting intrastate business. (3) A limited partner of a foreign limited partnership transacting intrastate business. (4) A limited partner of a domestic limited partnership. (5) A member or manager of a foreign limited liability company transacting intrastate business. (6) A member or manager of a domestic limited liability company. (n) Without excluding other activities that may not be considered to be transacting intrastate business, a foreign limited liability partnership shall not be considered to be transacting intrastate business within the meaning of this subdivision solely by reason of carrying on in this state any one or more of the following activities: (1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes. (2) Holding meetings of its partners or carrying on any other activities concerning its internal affairs. (3) Maintaining bank accounts. (4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability partnership's securities or maintaining trustees or depositories with respect to those securities. (5) Effecting sales through independent contractors. (6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where those orders require acceptance without this state before becoming binding contracts. (7) Creating or acquiring evidences of debt or mortgages, liens, or security interest in real or personal property. (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. (9) Conducting an isolated transaction that is completed within 180 days and not in the course of a number of repeated transactions of a like nature. (o) A person shall not be deemed to be transacting intrastate business in this state merely because of its status as a partner of a registered limited liability partnership or a foreign limited liability company whether or not registered to transact intrastate business in this state. (p) The Attorney General may bring an action to restrain a foreign limited liability partnership from transacting intrastate business in this state in violation of this chapter. (q) Nothing in this section is intended to, or shall, augment, diminish, or otherwise alter existing provisions of law, statutes, or court rules relating to services by a California architect, California public accountant, or California attorney in another jurisdiction, or services by an out-of-state architect, out-of-state public accountant, or out-of-state attorney in California. SEC. 31. Section 16960 of the Corporations Code is amended to read: 16960. (a) The registration of a foreign limited partnership may be amended by an amended registration executed by one or more partners authorized to execute an amended registration and filed with the Secretary of State, as soon as reasonably practical after any information set forth in the registration or previously filed amended registration becomes inaccurate, to add information to the registration or amended registration or to withdraw its registration as a foreign limited liability partnership. (b) If a foreign limited partnership ceases to be a limited liability partnership, it shall file with the Secretary of State a notice, executed by one or more partners authorized to execute the notice, that it is no longer a foreign limited liability partnership. A tax clearance certificate issued by the Franchise Tax Board pursuant to Section 17948.1 of the Revenue and Taxation Code shall be filed with the notice. (c) A foreign limited liability partnership that is, but is no longer required to be, registered under Section 16959 may withdraw its registration by filing a notice with the Secretary of State, executed by one or more partners authorized to execute the notice. (d) The Secretary of State shall provide forms for an amended registration under subdivision (a) and notices under subdivisions (b) and (c). (e) The filing of amended registration forms pursuant to subdivision (a) and a notice pursuant to subdivision (b) or (c) shall each be accompanied by a fee as set forth in subdivision (d) of Section 12189 of the Government Code. SEC. 32. Section 16962 of the Corporations Code is amended to read: 16962. (a) Each registered limited liability partnership whose principal office is not in this state and each foreign limited liability partnership registered under Section 16959 shall designate as its agent for service of process any natural person or a domestic or foreign corporation entitled to be designated as agent for the service of process pursuant to Section 1505. (b) In addition to service that may be made as provided in Section 416.40 of the Code of Civil Procedure, delivery by hand of a copy of any process against a registered limited liability partnership or foreign limited liability partnership registered under Section 16959 (1) to any natural person designated by it as agent or (2), if a corporate agent has been designated, to any person named in the latest certificate of the corporate agent filed pursuant to Section 1505 at the office of that corporate agent shall constitute valid service on the registered limited liability partnership or foreign limited liability partnership. (c) If an agent for the purpose of service of process has resigned and has not been replaced or if the agent designated cannot with reasonable diligence be found at the address designated for personally delivering the process, or if no agent has been designated, and it is shown by affidavit to the satisfaction of the court that process against a registered limited liability partnership or foreign limited liability partnership required to be registered under Section 16959 cannot be served with reasonable diligence upon the designated agent by hand in the manner provided in Section 415.10, subdivision (a) of Section 415.20, or subdivision (a) of Section 415.30 of the Code of Civil Procedure or upon the registered limited liability partnership or foreign limited liability partnership in the manner provided in Section 416.40 of the Code of Civil Procedure, the court may make an order that the service be made upon the registered limited liability partnership or foreign limited liability partnership by delivering by hand to the Secretary of State, or to any person employed in the Secretary of State's office in the capacity of assistant or deputy, one copy of the process for each defendant to be served, together with a copy of the order authorizing that service. If the court makes that order, the Secretary of State who receives the process, or the person employed in the Secretary of State's office in the capacity of assistant or deputy who receives the process, is required to accept the process. A fee as set forth in subdivision (b) of Section 12197 of the Government Code shall be paid to the Secretary of State for the use of the state upon receipt of the process. Service in this manner shall be deemed complete on the 10th day after delivery of the process to the Secretary of State. (d) Upon the receipt of the copy of process and the fee therefor, the Secretary of State shall give notice of the service of process to the registered limited liability partnership or foreign limited liability partnership registered under Section 16959 at its principal executive office, by forwarding to that office, by registered mail with request for return receipt, the copy of the process or, if the records of the Secretary of State do not disclose an address for that principal executive office, by forwarding the copy in the same manner to the last designated agent for service of process who has not resigned. If the agent for service of process has resigned and has not been replaced and the records of the Secretary of State do not disclose an address for its principal executive office, no action need be taken by the Secretary of State. (e) The Secretary of State shall keep a record of all process served upon the Secretary of State under this section and shall record therein the time of service and the Secretary of State's action with reference thereto. The certificate of the Secretary of State, under the Secretary of State's official seal, certifying to the receipt of process, the giving of notice thereof to the registered limited liability partnership or foreign limited liability partnership, and the forwarding of the process pursuant to this section shall be competent and prima facie evidence of the matters stated therein. (f) The court order pursuant to subdivision (c) that service of process be made upon the registered limited liability partnership or foreign limited liability partnership by delivery to the Secretary of State may be a court order of a court of another state, or of any federal court, if the suit, action, or proceeding has been filed in that court. SEC. 33. Section 17060 of the Corporations Code is amended to read: 17060. (a) Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall file within 90 days after the filing of its original articles of organization and biennially thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement containing: (1) The name of the limited liability company and the Secretary of State's file number and, in the case of a foreign limited liability company, the state under the laws of which it is organized. (2) The name and address of the agent for service of process required to be maintained pursuant to subdivision (b) of Section 17057. If a corporate agent is designated, only the name of the agent shall be set forth. (3) The street address of its principal executive office and, in the case of a domestic limited liability company, of the office required to be maintained pursuant to Section 17057. (4) The name and complete business or residence addresses of any manager or managers and the chief executive officer, if any, appointed or elected in accordance with the articles of organization or operating agreement or, if no manager has been so elected or appointed, the name and business or residence address of each member. (5) The general type of business that constitutes the principal business activity of the limited liability company (for example, manufacturer of aircraft; wholesale liquor distributor; or retail department store). (b) If there has been no change in the information in the last filed statement of the limited liability company on file in the Secretary of State's office, the limited liability company may, in lieu of filing the statement required by subdivision (a), advise the Secretary of State, on a form prescribed by the Secretary of State, that no changes in the required information have occurred during the applicable filing period. (c) For the purposes of this section, the applicable filing period for a limited liability company shall be the calendar month during which its original articles of organization were filed or, in the case of a foreign limited liability company, the month during which its application for registration was filed, and the immediately preceding five calendar months. The Secretary of State shall mail a form for compliance with this section to each limited liability company approximately three months prior to the close of the applicable filing period. The form shall state the due date thereof and shall be mailed to the last address of the limited liability company according to the records of the Secretary of State. The failure of the limited liability company to receive the form shall not exempt the limited liability company from complying with this section. (d) Whenever any of the information required by subdivision (a) changes, other than the name and address of the agent for service of process, the limited liability company may file a current statement containing all the information required by subdivision (a). When changing its agent for service of process or when the address of the agent changes, the limited liability company shall file a current statement containing all the information required by subdivision (a). Whenever any statement is filed pursuant to this section changing the name and address of the agent for service of process, that statement supersedes any previously filed statement pursuant to this section, the statement in the original articles of organization, and the statement in any restated articles of organization that have been filed, or in the case of a foreign limited liability company, in the application for registration. Whenever restated articles of organization are filed, the statement therein, if any, of the name and address of the agent for service of process supersedes any previously filed statement pursuant to this section. (e) The Secretary of State may destroy or otherwise dispose of any statement filed pursuant to this section after it has been superseded by the filing of a new statement. (f) This section shall not be construed to place any person dealing with the limited liability company on notice of, or under any duty to inquire about, the existence or content of a statement filed pursuant to this section. SEC. 34. Section 17356 of the Corporations Code is amended to read: 17356. (a) (1) The managers shall cause to be filed in the office of, and on a form prescribed by, the Secretary of State, a certificate of dissolution upon the dissolution of the limited liability company pursuant to Chapter 8 (commencing with Section 17350), unless the event causing the dissolution is that specified in subdivision (c) of Section 17350, in which case the managers or members conducting the winding up of the limited liability company's affairs pursuant to Section 17352 shall have the obligation to file the certificate of dissolution. (2) The certificate of dissolution shall set forth all of the following: (A) The name of the limited liability company and the Secretary of State's file number. (B) Any other information the managers or members filing the certificate of dissolution determine to include. (3) If a dissolution pursuant to subdivision (b) of Section 17350 is made by the vote of all of the members and a statement to that effect is added to the certificate of cancellation of articles of organization pursuant to subdivision (b), the separate filing of a certificate of dissolution pursuant to this subdivision is not required. (b) (1) The managers or members who filed the certificate of dissolution shall cause to be filed in the office of, and on a form prescribed by, the Secretary of State, a certificate of cancellation of articles of organization upon the completion of the winding up of the affairs of the limited liability company pursuant to Chapter 8 (commencing with Section 17350), unless the event causing the dissolution is that specified in subdivision (c) of Section 17350, in which case the managers or members conducting the winding up of the limited liability company's affairs pursuant to Section 17352 shall have the obligation to file the certificate of cancellation of articles of organization. (2) The certificate of cancellation of articles of organization shall set forth all of the following: (A) The name of the limited liability company and the Secretary of State's file number. (B) A statement that the tax liability will be satisfied on a taxes paid basis or that a person, limited liability company, or other business entity assumes the tax liability, if any, of the dissolving limited liability company as security for the issuance of a tax clearance certificate from the Franchise Tax Board and is responsible for additional taxes or fees, if any, that are assessed under the Revenue and Taxation Code and become due after the date of the assumption of tax liability. (C) Any other information the managers or members filing the certificate of cancellation of articles of organization determine to include. (3) The Secretary of State shall notify the Franchise Tax Board of the filing and shall forward to the Franchise Tax Board any statement of assumption of tax liability accompanying the certificate of cancellation. The Franchise Tax Board shall determine from the available evidence whether or not all taxes and fees imposed on the limited liability company under the Revenue and Taxation Code have been paid or secured and shall notify the taxpayer of any outstanding tax or fee liability and the necessity of satisfying that liability. (4) The Franchise Tax Board shall notify the Secretary of State when all taxes and fees imposed on the limited liability company under the Revenue and Taxation Code have been paid or secured, at which time the limited liability company shall cease to exist as of the date of filing its certificate of cancellation of articles of organization. (5) When a limited liability company files a certificate of cancellation of articles of organization, the Secretary of State shall notify the limited liability company that the limited liability company will be dissolved as of the date of filing only if the Franchise Tax Board notifies the Secretary of State that all taxes and fees imposed on the limited liability company pursuant to Chapter 1.6 of Part II (commencing with Section 23091) of Division 2 of the Revenue and Taxation Code have been paid or secured. SEC. 35. Section 17375 is added to the Corporations Code, to read: 17375. Nothing in this title shall be construed to permit a domestic or foreign limited liability company to render professional services, as defined in subdivision (a) of Section 13401, in this state. SEC. 36. Section 17654 of the Corporations Code is amended to read: 17654. (a) A limited liability company that (1) fails to file a statement pursuant to Section 17060 for an applicable filing period, (2) has not filed a statement pursuant to Section 17060 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 17653 for the same filing period, shall be subject to suspension pursuant to this section rather than to penalty pursuant to Section 17653. (b) When subdivision (a) is applicable, the Secretary of State shall mail a notice to the limited liability company informing the limited liability company that its powers, rights, and privileges will be suspended after 60 days if it fails to file a statement pursuant to Section 17060. (c) After the expiration of the 60-day period without any statement filed pursuant to Section 17060, the Secretary of State shall notify the Franchise Tax Board of the suspension, and mail a notice of the suspension to the limited liability company and thereupon, except for the purpose of amending the articles of organization to set forth a new name, the powers, rights, and privileges of the limited liability company are suspended. (d) A statement pursuant to Section 17060 may be filed notwithstanding suspension of the powers, rights, and privileges pursuant to this section or Section 23301 or 23301.5 of the Revenue and Taxation Code. Upon the filing of a statement pursuant to Section 17060 by a limited liability company that has suffered suspension pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the limited liability company may thereupon be relieved from suspension unless the limited liability company is held in suspension by the Franchise Tax Board by reason of Section 23301 or 23301.5 of the Revenue and Taxation Code. SEC. 37. Chapter 15 (commencing with Section 17700) of Title 2.5 of the Corporations Code is repealed. SEC. 38. Section 21304 of the Corporations Code is amended to read: 21304. The Secretary of State shall charge and collect a fee as set forth in paragraph (2) of subdivision (b) of Section 12191 of the Government Code for each registration made under this chapter. SEC. 39. Section 24003 of the Corporations Code is amended to read: 24003. (a) An unincorporated association may file with the Secretary of State on a form prescribed by the Secretary of State a statement containing either of the following: (1) A statement designating the location and complete address of the association's principal office in this state. Only one such place may be designated. (2) A statement (i) designating the location and complete address of the association's principal office in this state in accordance with paragraph (1) or, if the association does not have an office in this state, designating the complete address of the association to which the Secretary of State shall send any notices required to be sent to the association under Sections 24005 and 24006, and (ii) designating as agent of the association for service of process any natural person residing in this state or any corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated. (b) If a natural person is designated as agent for service of process, the statement shall set forth the person's complete business or residence address. If a corporate agent is designated, no address for it shall be set forth. (c) Presentation for filing of a statement and one copy, tender of the filing fee, and acceptance of the statement by the office of the Secretary of State constitutes filing under this section. The Secretary of State shall note upon the copy of the statement the file number and the date of filing the original and deliver or send the copy to the unincorporated association filing the statement. (d) At any time, an unincorporated association that has filed a statement under this section may file a new statement superseding the last previously filed statement. If the new statement does not designate an agent for service of process, the filing of the new statement shall be deemed to revoke the designation of an agent previously designated. A statement filed under this section expires five years from December 31 following the date it was filed in the office of the Secretary of State, unless previously superseded by the filing of a new statement. (e) Delivery by hand of a copy of any process against the unincorporated association (1) to any natural person designated by it as agent, or (2) if the association has designated a corporate agent, to any person named in the last certificate of the corporate agent filed pursuant to Section 1505 at the office of the corporate agent shall constitute valid service on the association. (f) For filing a statement as provided in this section, the Secretary of State shall charge and collect the fee prescribed in paragraph (1) of subdivision (b) of Section 12191 of the Government Code for filing a designation of agent. SEC. 40. Section 24004 of the Corporations Code is amended to read: 24004. (a) The Secretary of State shall mark each statement filed under Section 24003 with a consecutive file number and the date of filing. He or she may destroy or otherwise dispose of any such statement four years after the statement expires. In lieu of retaining the original statement, the Secretary of State may retain a copy thereof in accordance with Section 14756 of the Government Code. (b) The Secretary of State shall index each statement filed under Section 24003 according to the name of the unincorporated association as set out in the statement and shall enter in the index the file number and the address of the association as set out in the statement and, if an agent for service of process is designated in the statement, the name of the agent and, if a natural person is designated as the agent, the address of that person. (c) Upon request of any person, the Secretary of State shall issue a certificate showing whether, according to the records of the office of the Secretary of State, there is on file on the date and hour stated therein, any presently effective statement filed under Section 24003 for an unincorporated association using a specific name designated by the person making the request. If such a statement is on file, the certificate shall include the information required by subdivision (b) to be included in the index. The fee for the certificate is as set forth in Section 12183 of the Government Code. (d) When a statement has expired under subdivision (d) of Section 24003, the Secretary of State shall enter that fact in the index together with the date of the expiration. (e) Four years after a statement has expired, the Secretary of State may delete the information concerning that statement from the index. SEC. 41. Section 5805 of the Financial Code is repealed. SEC. 42. Section 6518 of the Government Code is amended to read: 6518. (a) A joint powers agency, without being subject to any limitations of any party to the joint powers agreement pursuant to Section 6509, may also finance or refinance the acquisition or transfer of transit equipment or transfer federal income tax benefits with respect to any transit equipment by executing agreements, leases, purchase agreements, and equipment trust certificates in the forms customarily used by a private corporation engaged in the transit business to effect purchases of transit equipment, and dispose of the equipment trust certificates by negotiation or public sale upon terms and conditions authorized by the parties to the agreement. Payment for transit equipment, or rentals therefor, may be made in installments, and the deferred installments may be evidenced by equipment trust certificates payable from any source or sources of funds specified in the equipment trust certificates that are authorized by the parties to the agreement. Title to the transit equipment shall not vest in the joint powers agency until the equipment trust certificates are paid. (b) An agency that finances or refinances transit equipment or transfers federal income tax benefits with respect to transit equipment under subdivision (a) may provide in the agreement to purchase or lease transit equipment any of the following: (1) A direction that the vendor or lessor shall sell and assign or lease the transit equipment to a bank or trust company, duly authorized to transact business in the state as trustee, for the benefit and security of the equipment trust certificates. (2) A direction that the trustee shall deliver the transit equipment to one or more designated officers of the entity. (3) An authorization for the joint powers agency to execute and deliver simultaneously therewith an installment purchase agreement or a lease of equipment to the joint powers agency. (c) An agency that finances or refinances transit equipment or transfers federal income tax benefits with respect to transit equipment under subdivision (a) shall do all of the following: (1) Have each agreement or lease duly acknowledged before a person authorized by law to take acknowledgments of deeds and be acknowledged in the form required for acknowledgment of deeds. (2) Have each agreement, lease, or equipment trust certificate authorized by resolution of the joint powers agency. (3) Include in each agreement, lease, or equipment trust certificate any covenants, conditions, or provisions that may be deemed necessary or appropriate to ensure the payment of the equipment trust certificate from legally available sources of funds, as specified in the equipment trust certificates. (4) Provide that the covenants, conditions, and provisions of an agreement, lease, or equipment trust certificate do not conflict with any of the provisions of any trust agreement securing the payment of any bond, note, or certificate of the joint powers agency. (5) File an executed copy of each agreement, lease, or equipment trust certificate in the office of the Secretary of State, and pay the fee, as set forth in paragraph (3) of subdivision (a) of Section 12195 of the Government Code, for each copy filed. (d) The Secretary of State may charge a fee for the filing of an agreement, lease, or equipment trust certificate under this section. The agreement, lease, or equipment trust certificate shall be accepted for filing only if it expressly states thereon in an appropriate manner that it is filed under this section. The filing constitutes notice of the agreement, lease, or equipment trust certificate to any subsequent judgment creditor or any subsequent purchaser. (e) Each vehicle purchased or leased under this section shall have the name of the owner or lessor plainly marked on both sides thereof followed by the appropriate words "Owner and Lessor" or "Owner and Vendor," as the case may be. SEC. 43. Section 12164.5 of the Government Code is repealed. SEC. 44. Section 12164.7 of the Government Code is repealed. SEC. 45. Section 12168.5 of the Government Code is amended to read: 12168.5. (a) When not inconsistent with other provisions of law, in lieu of filing or recording documents presented in paper format, the Secretary of State may adopt rules and regulations to authorize the electronic filing, including filing by facsimile, of any document required to be filed with the Secretary of State under any act administered by the Secretary of State. The rules and regulations may set forth standards for the acceptance of a signature in a form other than the proper handwriting of the person filing a document that requires his or her signature. A signature on a document electronically filed or filed by facsimile in accordance with those rules and regulations is prima facie evidence for all purposes that the document actually was signed by the person whose signature appears on the electronically filed document or facsimile. The filing or recording shall constitute a unique computerized informational record. The record need not be retained in the form in which it is received, if the technology used to retain the record results in a permanent record that does not permit additions, deletions, or changes in the original document and from which an accurate image may be created during the period for which the record is required to be retained. The filing officer may employ a system of microphotography, optical disk, or reproduction by other techniques that do not permit additions, deletions, or changes to the original document. (b) Notwithstanding Section 7550.5, the Secretary of State shall prepare and submit to the Legislature at the commencement of the public comment period required under Article 5 (commencing with Section 11346) of Chapter 3.5 of Part 1 a report of, and a copy of, any rules and regulations proposed pursuant to subdivision (a) to authorize the electronic filing, including filing by facsimile, of documents required to be filed with the Secretary of State. (c) All film used in the microphotography process shall comply with minimum standards of quality approved by the United States Bureau of Standards and the American National Standards Institute. A true copy of the microfilm, optical disk, or other storage medium shall be kept in a safe and separate place for security purposes. A reproduction of any document filed, recorded, stored, or retained on microfilm, optical disk, or by other technology pursuant to this section shall be as admissible in any court as the original itself. The Secretary of State shall obtain the approval of the Fair Political Practices Commission before applying this section to a filing or recording under the Political Reform Act of 1974 (Title 9 (commencing with Section 81000)). SEC. 46. Section 12175 is added to the Government Code, to read: 12175. The Secretary of State shall keep a fee book. There shall be entered in the book all fees, commissions, and compensation of whatever nature or kind that are earned, collected, or charged, with the date, name of payer, paid or not paid, and the nature of the service in each case. The book shall be verified annually by the Secretary of State's affidavit entered therein. SEC. 47. Section 12176 is added to the Government Code, to read: 12176. (a) Commencing July 1, 1992, all fees collected by the Secretary of State's office pursuant to the Business and Professions Code, Code of Civil Procedure, Commercial Code, Corporations Code, Food and Agricultural Code, Harbors and Navigation Code, and this code, excluding Section 81008 of this code, shall be paid into the Secretary of State's Business Fees Fund which was created by former Section 12181 and is hereby continued in existence in the State Treasury for the administration of that portion of the Secretary of State's functions under these codes. (b) It is the intent of the Legislature that moneys deposited into the Secretary of State's Business Fees Fund shall be used to support the programs from which fees are collected. It is further the intent of the Legislature that fees shall be sufficient to cover the costs of these programs and shall be expended, commencing in the 1992-93 fiscal year, to the extent that appropriations are made in the annual Budget Act. Of the fees collected, and any interest earned thereon, in excess of the authority of the Secretary of State to expend pursuant to the annual Budget Act, up to one million dollars ($1,000,000) may remain in the Secretary of State's Business Fee Fund. Any additional excess fees and interest earned shall be transferred to the General Fund at the end of each fiscal year. At least weekly, all fees collected by the Secretary of State shall be paid into the State Treasury. SEC. 48. Section 12177 is added to the Government Code, to read: 12177. For services performed in his or her office, the Secretary of State shall charge and collect the fees fixed in this article. SEC. 49. Section 12178 is added to the Government Code, to read: 12178. No member of the Legislature or state officer shall be charged for any search relative to matters appertaining to the duties of his or her office, nor shall he or she be charged any fee for a certified copy of any law or resolution passed by the Legislature relative to his or her official duties. SEC. 50. Section 12178.1 is added to the Government Code, to read: 12178.1. (a) Except for copies of documents on file prepared pursuant to Section 12182, the fee for preparing a copy of any law, resolution, record, or other document on file in the office of the Secretary of State, is one dollar ($1) for the first page, and fifty cents ($0.50) for each additional page. (b) Except for copies of documents on file prepared pursuant to subdivision (a), the Secretary of State shall provide compilations, indexes, extracts, or summaries of information, including computer information, contained in the public records of the Secretary of State at a charge sufficient to recover costs. Except where a fee or charge is prescribed by statute, the fee or charge imposed pursuant to this subdivision shall not exceed ten dollars ($10) per inquiry. (c) Except as provided in Section 12185, the fee for comparing a copy of any law, resolution, record, or other document or paper with the original, or the certified copy of the original, on file in the office of the Secretary of State, is three dollars ($3). (d) The Secretary of State may enter into contracts to provide information and copies and access to information, including direct access to computer information. The contracts may include reasonable conditions for access to information. The amounts payable pursuant to these contracts shall be sufficient to recover costs. (e) The Secretary of State may require persons and firms regularly using the research facilities of the Secretary of State to use those research facilities only pursuant to a contract under subdivision (d). (f) All fees, reimbursements, and contract amounts pursuant to this section shall be accounted as Secretary of State expenditure reimbursements. (g) Fees for special handling pursuant to Section 12182 are in addition to amounts pursuant to this section. SEC. 51. Section 12179 is added to the Government Code, to read: 12179. The fee for attesting each patent for land issued by the Governor is one dollar ($1) for each 160 acres, or fraction thereof. SEC. 52. Section 12179.1 is added to the Government Code, to read: 12179.1. The fee for attesting each commission, passport, or other document signed by the Governor is ten dollars ($10). A fee shall not be charged for attesting pardons, extradition papers, military commissions, and commissions issued to nonsalaried state officers other than notaries public. SEC. 53. Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code is repealed. SEC. 54. Article 3 (commencing with Section 12180) is added to Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, to read: Article 3. Business Programs 12180. The Secretary of State's office may adopt rules and regulations as necessary to carry out this article, in accordance with Chapter 3.5 (commencing with Section 11340) of Part 1. 12182. The Secretary of State shall charge and collect fees as provided in this article and may also by regulation establish fees to be charged and collected for copying and special handling in connection with filing of documents, issuing of certificates, and other services performed by the office. The fees shall approximate the estimated cost of copying and special handling. Copying and special handling fees shall be accounted as Secretary of State expenditure reimbursements. 12182.1. The Secretary of State shall establish by regulation an application, examination, and commission fee that shall not exceed the amount necessary to cover the costs of commissioning notaries public and the enforcement of laws governing notaries public. The fee shall not exceed one hundred dollars ($100) per commission. 12183. The Secretary of State shall charge and collect the following fees for certification: (a) Certification of a document: Five dollars ($5). (b) Certificate of status or filing: Five dollars ($5). (c) Certificate of information: Ten dollars ($10). 12185. Upon the filing of any document pursuant to any provision of the Corporations Code for which there is a filing fee of twenty-five dollars ($25) or more, the Secretary of State shall compare and certify up to two copies without charge, provided that the copies are submitted to the Secretary of State with the original to be filed. 12186. The fees for corporate filings are the following: (a) Issuing a certificate of reservation of corporate name: Ten dollars ($10). (b) Registering a corporate name for the calendar year pursuant to Section 2101 of the Corporations Code: Fifty dollars ($50). (c) Filing articles of incorporation providing for shares: One hundred dollars ($100). (d) Filing articles of incorporation not providing for shares: Thirty dollars ($30). (e) Filing the statement and designation upon the qualification of a foreign, nonprofit, nonstock corporation, and of a foreign corporation organized for educational, religious, scientific, or charitable purposes, and not issuing shares: Thirty dollars ($30). (f) Filing the statement and designation upon the qualification of any other foreign corporation not provided for in subdivision (e): One hundred dollars ($100). (g) Filing the biennial statement of information for every corporation: Twenty dollars ($20). (h) Filing the biennial statement of information for every foreign corporation (other than a foreign association) qualified to transact intrastate business: Twenty dollars ($20). (i) Filing changes to any biennial statement of information: No fee. (j) Filing for the merger of one corporation solely with one or more other corporations: One hundred dollars ($100). (k) Filing for the merger of one or more corporations with one or more other types of business entities: One hundred fifty dollars ($150). (l) Filing a certificate of amendment changing the status of a nonprofit corporation into a stock corporation: Seventy dollars ($70). (m) Filing a certificate of election to dissolve a corporation, a certificate of dissolution of a corporation, or a certificate of surrender, or of change of address: No fee. (n) Filing a statement of address by a foreign lending institution on or before June 30 of each year pursuant to Section 2104 of the Corporations Code: Fifty dollars ($50). (o) Filing any other instrument by or on behalf of a corporation, unless another fee is specified by law: Thirty dollars ($30). 12187. The general partnership filing fees are the following: (a) Filing a statement of partnership: Seventy dollars ($70). (b) Filing a statement of dissolution for the purposes of canceling a statement of partnership: No fee. (c) Filing any other partnership statement pursuant to this chapter, unless another fee is specified by law or the law specifies that no fee is to be charged: Thirty dollars ($30). 12188. The limited partnership filing fees are the following: (a) Issuing a certificate of reservation of limited partnership name: Ten dollars ($10). (b) Filing a certificate of limited partnership or an application for registration as a foreign limited partnership: Seventy dollars ($70). (c) Filing an amendment, including restatements, to the certificate of limited partnership or to the application of a foreign limited partnership: Thirty dollars ($30). (d) Filing a certificate of continuation for a domestic limited partnership after a certificate of dissolution has been filed: Thirty dollars ($30). (e) Filing a certificate of dissolution or certificate of cancellation by a limited partnership, either domestic or foreign: No fee. (f) Filing a certificate of merger pursuant to Section 15678.4 of the Corporations Code, for the merger of one limited partnership with one or more other limited partnerships: Seventy dollars ($70). (g) Filing merger documents for the merger of one or more limited partnerships with one or more other types of business entities: One hundred fifty dollars ($150). 12189. The limited liability partnership filing fees are the following: (a) Filing a registration for a registered limited liability partnership: Seventy dollars ($70). (b) Filing a registration for a foreign limited liability partnership: Seventy dollars ($70). (c) Filing an amendment to the registration of a limited liability partnership registration: Thirty dollars ($30). (d) Filing an amendment to the registration of a foreign limited liability partnership: Thirty dollars ($30). (e) Filing a notice of change of status pursuant to subdivision (b) of Section 16954 of the Corporations Code: Thirty dollars ($30). (f) Filing any other partnership statement for a limited liability partnership, unless another fee is specified by law or the law specifies that no fee is to be charged: Thirty dollars ($30). 12190. The limited liability company filing fees are the following: (a) Issuing a certificate of reservation of limited liability company name: Ten dollars ($10). (b) Filing articles of organization of a limited liability company: Seventy dollars ($70). (c) Filing an application for registration as a foreign limited liability company: Seventy dollars ($70). (d) Filing a certificate of amendment to the articles of organization of a limited liability company: Thirty dollars ($30). (e) Filing restated articles of organization of a limited liability company: Thirty dollars ($30). (f) Filing an amendment to the application for registration as a foreign limited liability company: Thirty dollars ($30). (g) Filing a certificate of correction for a limited liability company: Thirty dollars ($30). (h) Filing a certificate of continuation for a limited liability company after a certificate of dissolution has been filed: Thirty dollars ($30). (i) Filing a certificate of merger for a merger of a limited liability company with one or more other limited liability companies: Seventy dollars ($70). (j) Filing a certificate of merger for a merger of one or more limited liability companies with one or more other business entities: One hundred fifty dollars ($150). (k) Filing the biennial statement of information of a limited liability company or of a foreign limited liability company: Twenty dollars ($20). (l) Filing changes to any biennial statement of information: No fee. (m) Filing a certificate of dissolution or a certificate of cancellation of articles of organization for purposes of the dissolution of a limited liability company: No fee. (n) Filing a certificate of cancellation for purposes of the cancellation of registration of a foreign limited liability company: No fee. (o) Filing any instrument by or on behalf of a limited liability company, unless another fee is specified by law or the law specifies that no fee is to be charged: Thirty dollars ($30). 12191. The miscellaneous business entity filing fees are the following: (a) Foreign Associations, as defined in Sections 170 and 171 of the Corporations Code: (1) Filing the statement and designation upon the qualification of a foreign association pursuant to Section 2105 of the Corporations Code: One hundred dollars ($100). (2) Filing an amended statement and designation by a foreign association pursuant to Section 2107 of the Corporations Code: Thirty dollars ($30). (3) Filing a certificate showing the surrender of the right of a foreign association to transact intrastate business pursuant to Section 2112 of the Corporations Code: No fee. (b) Unincorporated Associations: (1) Filing a statement in accordance with Section 24003 of the Corporations Code as to principal place of office or place for sending notices or designating agent for service: Twenty-five dollars ($25). (2) Insignia Registrations: Ten dollars ($10). 12192. The filing fees for a nonprofit mutual benefit ridesharing corporation are the following: (a) Nonprofit mutual benefit corporation having as its sole purpose the operation of a single ridesharing vanpool vehicle designed for transporting at least seven persons, including the driver, under an arrangement in which ridesharing is incidental to another purpose of the driver: No fee. (b) For purposes of this section ridesharing shall have the meaning specified in Section 522 of the Vehicle Code. 12193. The trademark and service mark fees are the following: (a) Filing an application for registration of a trademark: Seventy dollars ($70). (b) Issuing a certificate of assignment of a trademark: Thirty dollars ($30). (c) Filing a renewal for registration of a trademark: Thirty dollars ($30). (d) Filing of a name, mark, or device used as a brand: Thirty dollars ($30). (e) Issuing a certificate of filing of a laundry supply designation: Ten dollars ($10). (f) Filing the registration of any name used by an organization: Ten dollars ($10). (g) Issuing a certificate with the name of a farm, ranch, or villa: Ten dollars ($10). 12194. The fees for filing liens pursuant to the Code of Civil Procedure and for filing financing statements and other Commercial Code filings are the following: (a) Filing and indexing of each notice of lien or certificate of notice affecting the lien: Ten dollars ($10). (b) All financing statements or other Commercial Code filings: If the statement is in the standard form prescribed by the Secretary of State: Ten dollars ($10); all others: Twenty dollars ($20). (c) Filing a certificate of release of a state tax lien: Two dollars ($2). 12195. (a) Special filing fees for joint powers agreements are the following: (1) Filing a notice of a joint powers agreement: One dollar ($1). (2) Filing an amendment of a joint powers agreement: One dollar ($1). (3) Filing an executed copy of each agreement, lease, or equipment trust certificate for an agency that financed or refinanced transit equipment or transferred federal income tax benefits with respect to transit equipment pursuant to subdivision (a) of Section 6518: One dollar ($1). (b) Special filing fees for athlete agents are the following: (1) Filing an athlete agent disclosure statement: Thirty dollars ($30). (2) Filing an amendment to an athlete agent disclosure statement: Twenty dollars ($20). (c) Special filing fees for a durable power of attorney for health care are the following: (1) Filing a durable power of attorney for health care registration: No fee. (2) Filing an amendment to a durable power of attorney for health care: No fee. (d) The special filing fee for registering a claim as successor in interest is ten dollars ($10). (e) The special filing fee for issuing a certificate of official character is twenty dollars ($20). 12197. The Secretary of State shall charge and collect, as applicable, fees for the following: (a) Service of process, as provided in Section 15800 of the Corporations Code, for every partnership other than a foreign limited partnership subject to Article 9 (commencing with Section 15691) of Chapter 3 of Title 2 of the Corporations Code or a commercial banking partnership established and transacting business in a place without the United States, which is domiciled without this state and has no regular place of business within the state: Fifty dollars ($50). (b) Service of process for each registered limited liability partnership whose principal office is not in this state and each foreign limited liability partnership registered under Section 16959 of the Corporations Code: Fifty dollars ($50). (c) Acceptance of copies of process against a corporation, firm, partnership, limited liability company, association, business trust, or natural person: Fifty dollars ($50), unless another fee is specified by law or the law specifies that no fee is to be charged. (d) Filing a statement of resignation as an agent pursuant to paragraph (2) of subdivision (d) of Section 17061 of the Corporations Code for an individual or entity previously designated as an agent for service of process by a limited liability company: No fee. SEC. 54.5. Section 12182 is added to the Government Code, to read: 12182. (a) The Secretary of State shall charge and collect fees as provided in this article and may also by regulation establish fees to be charged and collected for copying and special handling in connection with filing documents, issuing of certificates, and other services performed by the office. (b) Except as provided in subdivision (c), the fees shall approximate the estimated cost of copying and special handling. (c) Fees charged for preclearance of documents and expedited filings may be in different amounts, which shall not exceed one thousand dollars ($1,000). Those fees may be charged only if the special handling does not cause disruption or delay in the process of normal handling of documents, and if the implementation of the special handling is supported by an appropriation in the Budget Act. (d) Copying and special handling fees shall be accounted as Secretary of State expenditure reimbursements. (e) The preclearance or expedited filing of documents by the Secretary of State or his or her employees pursuant to this section shall be considered discretionary pursuant to Section 820.2. SEC. 54.6. Notwithstanding Section 7550.5 of the Government Code, the Secretary of State shall provide a report to the Legislature within two years of implementation of the special handling provided for in subdivision (c) of Section 12182 of the Government Code. The report shall document the extent to which the special handling service is utilized, the fees charged, and comparative timeframes for regular and special handling regarding preclearance of documents and expedited filings. This section is repealed as of the January 1 following the submittal of the report to the Legislature. SEC. 55. Section 601 of the Harbors and Navigation Code is repealed. SEC. 56. Section 602 of the Harbors and Navigation Code is repealed. SEC. 57. Section 603 of the Harbors and Navigation Code is repealed. SEC. 58. Section 604 of the Harbors and Navigation Code is repealed. SEC. 59. Section 21414 of the Public Utilities Code is repealed. SEC. 60. The provisions of this act pertaining to information technology may not be implemented, and no information technology related preparatory work may be undertaken in connection with this act, prior to July 1, 2001, unless otherwise authorized by the Department of Information Technology pursuant to Executive Order D-3-99. SEC. 61. Section 9.5 of this bill incorporates amendments to Section 990 of the Civil Code proposed by both this bill and SB 209. It shall only become operative if (1) both bills are enacted and become effective on or before January 1, 2000, (2) each bill amends Section 990 of the Civil Code, and (3) this bill is enacted after SB 209, in which case Section 9 of this bill shall not become operative. SEC. 62. Section 12182 as added to the Government Code by Section 54.5 of this bill incorporates amendments to Section 12208 of the Government Code proposed by SB 408. Sections 54.5 and 54.6 of this bill shall only become operative if (1) both bills are enacted and become effective on or before January 1, 2000, (2) this bill repeals Section 12208 of, and adds Section 12182 to, the Government Code and SB 408 amends Section 12208 of the Government Code, and (3) this bill is enacted after SB 408, in which case Section 12182 of the Government Code, as added by Section 54 of this bill, and Section 2 of SB 408 shall not become operative.