AB 1713, as introduced, Harkey. Limited liability companies: dissolution.
The California Revised Uniform Limited Liability governs the formation, operation, and dissolution of limited liability companies. Existing law requires the managers of a limited liability company to file with the Secretary of State a certificate of dissolution of the limited liability company under specified circumstances.
This bill would make a technical, nonsubstantive change to this provision.
Vote: majority. Appropriation: no. Fiscal committee: no. State-mandated local program: no.
The people of the State of California do enact as follows:
Section 17707.08 of the Corporations Code is
2amended to read:
(a) (1) The managers shall cause to be filed in the
4office of, and on a form prescribed by, the Secretary of State, a
5certificate of dissolution upon the dissolution of the limited liability
6company pursuant tobegin delete Article 7 (commencing with Section begin insert this article,end insert unless the event causing the dissolution is
717707.01),end delete
P2 1that specified in subdivision (c) of Section 17707.01, in which
2case the persons conducting the winding up of the limited liability
3company’s affairs pursuant to Section 17707.04 shall have the
4obligation to file the certificate of dissolution.
5(2) The certificate of dissolution shall set forth all of the
6
following:
7(A) The name of the limited liability company and the Secretary
8of State’s file number.
9(B) Any other information the persons filing the certificate of
10dissolution determine to include.
11(3) If a dissolution pursuant to subdivision (b) of Section
1217707.01 is made by the vote of all of the members and a statement
13to that effect is added to the certificate of cancellation of articles
14of organization pursuant to subdivision (b), the separate filing of
15a certificate of dissolution pursuant to this subdivision is not
16required.
17(b) (1) The persons who filed the certificate of dissolution shall
18cause to be filed in the office of, and on a form prescribed by, the
19Secretary of State, a certificate of cancellation of articles of
20organization upon the completion of the winding up of the affairs
21of the limited liability company pursuant to Section 17707.06,
22unless the event
causing the dissolution is that specified in
23subdivision (c) of Section 17707.01, in that case the persons
24conducting the winding up of the limited liability company’s affairs
25pursuant to Section 17707.04 shall have the obligation to file the
26certificate of cancellation of articles of organization.
27(2) The certificate of cancellation of articles of organization
28shall set forth all of the following:
29(A) The name of the limited liability company and the Secretary
30of State’s file number.
31(B) That a final franchise tax return, as described by Section
3223332 of the Revenue and Taxation Code, or a final annual tax
33return, as described by Section 17947 of the Revenue and Taxation
34Code, has been or will be filed with the Franchise Tax Board, as
35required under Part 10.2 (commencing with Section 18401) of
36Division 2 of the Revenue and Taxation Code.
37(C) Any other information the persons filing the certificate
of
38cancellation of articles of organization determine to include.
39(3) The Secretary of State shall notify the Franchise Tax Board
40of the filing.
P3 1(c) Upon filing a certificate of cancellation pursuant to
2subdivision (b), a limited liability company shall be canceled and
3its powers, rights, and privileges shall cease.
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