Amended in Assembly August 7, 2014

Amended in Senate April 21, 2014

Amended in Senate March 28, 2014

Senate Bill No. 1041

Introduced by Senator Jackson

February 18, 2014

An act to amend Sections 109.5, 1155, 1503, 2101, 2105, 2107, 2112, 2204, 3304, 5120, 5817, 6211, 6611, 6810, 8211, 8611, 8810, 12571, 12631, 12670, 15901.09, 15901.16, 15902.01, 15902.04, 15902.07, 15903.06, 15906.05, 15909.06, 15909.07, 15911.06, 16309, 16906, 16915, 16953, 16959, 16960, 17701.09, 17701.15, 17702.02, 17702.03, 17702.06, 17707.08, 17708.05, 17708.06, 17710.06, 17710.14, and 18210 of the Corporations Code, to amend Section 14101.6 of the Financial Code, and to amend Section 12261 of the Government Code, relating to business.

LEGISLATIVE COUNSEL’S DIGEST

SB 1041, as amended, Jackson. Business: filings.

Existing law requires certain business entities, including, but not limited to, a corporation, a limited partnership, a foreign corporation, a foreign limited partnership, a limited liability partnership, a foreign limited liability partnership, a flexible purpose corporation, a limited liability company, an unincorporated association, and a credit union, to make various filings with the Secretary of State. Existing law authorizes agents designated for service of process for specified entities to file a written statement of resignation as that agent with the Secretary of State. Existing law allows a person to apply for and reserve a name for a business entity with the Secretary of State. Existing law requires the Secretary of State to reinstate a fraudulently terminated business entity upon court order.

This bill, among other things, would require the written statement of resignation to be made on a form prescribed by the Secretary of State for filing, as specified, and would allow the Secretary of State to destroy or otherwise dispose of a resignation after a new form is filed, replacing the agent. This bill would allow a person to cancel the registration of the name of specified business entities by delivering to the Secretary of State a certificate of cancellation of the entity’s name on a form prescribed by the Secretary of State. This bill would require a foreign limited liability company that adopts a new name to relinquish an alternate name, as provided. This bill would additionally condition reinstatement of a fraudulently terminated business entity upon the business entity concurrently submitting for filing an amendment to change its name to eliminate conflict, if there is a conflict with the entity name, as provided.

begin insert

This bill would incorporate additional changes to Sections 1155 and 3304 of the Corporations Code proposed by SB 1301 that would become operative only if this bill and SB 1301 are both chaptered and this bill is chaptered last.

end insert

Vote: majority. Appropriation: no. Fiscal committee: yes. State-mandated local program: no.

The people of the State of California do enact as follows:

SECTION 1.  

Section 109.5 of the Corporations Code is
amended to read:

109.5.  

(a) Provisions of the articles described in paragraph (3)
of subdivision (g) of Section 202 and subdivisions (a) and (b) of
Section 204 may be made dependent upon facts ascertainable
outside the articles, if the manner in which those facts shall operate
upon those provisions is clearly and expressly set forth in the
articles. Similarly, any of the terms of an agreement of merger
pursuant to Section 1101 may be made dependent upon facts
ascertainable outside that agreement, if the manner in which those
facts shall operate upon the terms of the agreement is clearly and
expressly set forth in the agreement of merger.

(b) Notwithstanding subdivision (a), when any provisions or
terms of articles or an agreement of merger are made dependent
upon facts ascertainable outside the filed instrument through a
reference to an agreement or similar document, the corporation
filing that instrument shall (1) maintain at its principal executive
office a copy of any such agreement or document and all
amendments and (2) provide to its shareholders, in the case of
articles, or to shareholders of any constituent corporation, in the
case of an agreement of merger, a copy of them upon written
request and without charge.

(c) If the reference to an agreement or contract is a reference to
an agreement or contract to which the corporation is a party (a
“referenced agreement” in this section), any amendment or revision
of the referenced agreement requires shareholder approval, in
addition to approvals otherwise required, in the following instances
and no other:

(1) If the amendment or revision of the referenced agreement
would result in a material change in the rights, preferences,
privileges, or restrictions of a class or series of shares, the
amendment or revision of the referenced agreement is required to
be approved by the outstanding shares (Section 152) of that class
or series.

(2) If the amendment or revision of the referenced agreement
would result in a material change in the rights or liabilities of any
class or series of shares with respect to the subject matter of
paragraph (1), (2), (3), (5), or (9) of subdivision (a) of Section 204,
the amendment or revision of the referenced agreement is required
to be approved by the outstanding shares (Section 152) of that
class or series.

(3) If the amendment or revision of the referenced agreement
would result in a material change in the restrictions on transfer or
hypothecation of any class or series of shares, the amendment or
revision of the referenced agreement is required to be approved
by the outstanding shares (Section 152) of that class or series.

(4) If the amendment or revision of the referenced agreement
would result in a change of any of the principal terms of an
agreement of merger, the amendment or revision of the referenced
agreement is required to be approved in the same manner as
required by Section 1104 for a change in the principal terms of an
agreement of merger.

SEC. 2.  

Section 1155 of the Corporations Code is amended to
read:

1155.  

(a) To convert a corporation:

(1) If the corporation is converting into a domestic limited
partnership, a statement of conversion shall be completed on the
certificate of limited partnership for the converted entity.

(2) If the corporation is converting into a domestic partnership,
a statement of conversion shall be completed on the statement of
partnership authority for the converted entity, or if no statement
of partnership authority is filed then a certificate of conversion
shall be filed separately.

(3) If the corporation is converting into a domestic limited
liability company, a statement of conversion shall be completed
on the articles of organization for the converted entity.

(4) If the corporation is converting into a flexible purpose
corporation, a statement of conversion shall be completed on the
articles for the converted entity.

(b) Any statement or certificate of conversion of a converting
corporation shall be executed and acknowledged by those officers
of the converting corporation as would be required to sign an
officers’ certificate (Section 173), and shall set forth all of the
following:

(1) The name of the converting corporation and the Secretary
of State’s file number of the converting corporation.

(2) A statement of the total number of outstanding shares of
each class entitled to vote on the conversion, that the principal
terms of the plan of conversion were approved by a vote of the
number of shares of each class which equaled or exceeded the vote
required under Section 1152, specifying each class entitled to vote
and the percentage vote required of each class.

(3) The name, form, and jurisdiction of organization of the
converted entity.

(4) The name and street address of the corporation’s agent for
service of process. If a corporation qualified under Section 1505
is designated, no address for it shall be set forth.

(c) For the purposes of this chapter, the certificate of conversion
shall be on a form prescribed by the Secretary of State.

(d) The filing with the Secretary of State of a statement of
conversion on an organizational document or a certificate of
conversion as set forth in subdivision (a) shall have the effect of
the filing of a certificate of dissolution by the converting
corporation and no converting corporation that has made the filing
is required to file a certificate of election under Section 1901 or a
certificate of dissolution under Section 1905 as a result of that
conversion.

(e) Upon the effectiveness of a conversion pursuant to this
chapter, a converted entity that is a flexible purpose corporation,
domestic partnership, domestic limited partnership, or domestic
limited liability company shall be deemed to have assumed the
liability of the converting corporation (1) to prepare and file or
cause to be prepared and filed all tax and information returns
otherwise required of the converting corporation under the
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 pursuant to that law.

begin insert

begin insert SEC. 2.5. end insert   

end insert

begin insert Section 1155 of the end insert begin insert Corporations Code end insert begin insert is amended
to read: end insert

1155.  

(a) To convert a corporation:

(1) If the corporation is converting into a domestic limited
partnership, a statement of conversion shall be completed on the
certificate of limited partnership for the converted entity.

(2) If the corporation is converting into a domestic partnership,
a statement of conversion shall be completed on the statement of
partnership authority for the converted entity, or if no statement
of partnership authority is filed then a certificate of conversion
shall be filed separately.

(3) If the corporation is converting into a domestic limited
liability company, a statement of conversion shall be completed
on the articles of organization for the converted entity.

begin delete

(4) If the corporation is converting into a flexible purpose
corporation, a statement of conversion shall be completed on the
articles for the converted entity.

end delete

(b) Any statement or certificate of conversion of a converting
corporation shall be executed and acknowledged by those officers
of the converting corporation as would be required to sign an
officers’ certificate (Section 173), and shall set forth all of the
following:

(1) The name begin insert of the converting corporation end insert and the Secretary
of State’s file number of the converting corporation.

(2) A statement of the total number of outstanding shares of
each class entitled to vote on the conversion, that the principal
terms of the plan of conversion were approved by a vote of the
number of shares of each class which equaled or exceeded the vote
required under Section 1152, specifying each class entitled to vote
and the percentage vote required of each class.

(3) The name, form, and jurisdiction of organization of the
converted entity.

begin insert

(4) The name and street address of the corporation’s agent for
service of process. If a corporation qualified under Section 1505
is designated, no address for it shall be set forth.

end insert

(c) For the purposes of this chapter, the certificate of conversion
shall be on a form prescribed by the Secretary of State.

(d) The filing with the Secretary of State of a statement of
conversion on an organizational document or a certificate of
conversion as set forth in subdivision (a) shall have the effect of
the filing of a certificate of dissolution by the converting
corporation and no converting corporation that has made the filing
is required to file a certificate of election under Section 1901 or a
certificate of dissolution under Section 1905 as a result of that
conversion.

(e) Upon the effectiveness of a conversion pursuant to this
chapter, a converted entity that is a begin delete flexible purpose corporation, end delete
domestic partnership, domestic limited begin delete partnership end delete begin insert partnership, end insert
or domestic limited liability company shall be deemed to have
assumed the liability of the converting corporation (1) to prepare
and file or cause to be prepared and filed all tax and information
returns otherwise required of the converting corporation under the
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 pursuant to that law.

SEC. 3.  

Section 1503 of the Corporations Code is amended to
read:

1503.  

(a) An agent designated for service of process pursuant
to Section 202, 1502, 2105, or 2117 may deliver to the Secretary
of State, on a form prescribed by the Secretary of State for filing,
a signed and acknowledged written statement of resignation as an
agent for service of process. The form shall contain the name of
the corporation, the Secretary of State’s file number of the
corporation, the name of the resigning agent for service of process,
and a statement that the agent is resigning. Thereupon the authority
of the agent to act in such capacity shall cease and the Secretary
of State forthwith shall mail or otherwise provide written notice
of the filing of the statement of resignation to the corporation at
its principal executive office.

(b) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
corporation, the Secretary of State’s file number for the corporation,
and the name of the resigning agent for service of process, the
agent disclaims having been properly appointed as the agent.
Similarly, a person named as an officer or director may indicate
that the person was never properly appointed as the officer or
director.

(c) The Secretary of State may destroy or otherwise dispose of
any resignation filed pursuant to this section after a new form is
filed pursuant to Section 1502 or 2117 replacing the agent for
service of process that has resigned.

SEC. 4.  

Section 2101 of the Corporations Code is amended to
read:

2101.  

(a) Any foreign corporation (other than a foreign
association) not transacting intrastate business may register its
corporate name with the Secretary of State, provided its corporate
name would be available pursuant to Section 201 to a new
corporation organized under this division at the time of such
registration.

(b) Such registration may be made by filing (1) an application
for registration signed by a corporate officer stating the name of
the corporation, the state or place under the laws of which it is
incorporated, the date of its incorporation, and that it desires to
register its name under this section; and (2) a certificate of an
authorized public official of the state or place in which it is
organized stating that such corporation is in good standing under
those laws. Such registration shall be effective until the close of
the calendar year in which the application for registration is filed.

(c) A corporation that has in effect a registration of its corporate
name may renew such registration from year to year by annually
filing an application for renewal setting forth the facts required to
be set forth in an original application for registration and a
certificate of good standing as required for the original registration
between the first day of October and the 31st day of December in
each year. Such renewal application shall extend the registration
for the following calendar year.

(d) A corporation that has in effect a registration of its corporate
name may cancel the registration by delivering to the Secretary of
State, on a form prescribed by the Secretary of State for filing, a
certificate of cancellation of foreign name registration signed by
a corporate officer containing the name of the corporation and the
Secretary of State’s file number of the corporation.

SEC. 5.  

Section 2105 of the Corporations Code is amended to
read:

2105.  

(a) A foreign corporation shall not transact intrastate
business without having first obtained from the Secretary of State
a certificate of qualification. To obtain that certificate it shall file,
on a form prescribed by the Secretary of State, a statement and
designation signed by a corporate officer or, in the case of a foreign
association that has no officers, signed by a trustee stating:

(1) Its name and the state or place of its incorporation or
organization.

(2) The street address of its principal executive office.

(3) The street address of its principal office within this state, if
any.

(4) The mailing address of its principal executive office, if
different from the addresses specified pursuant to paragraphs (2)
and (3).

(5) The name of an agent upon whom process directed to the
corporation may be served within this state. The designation shall
comply with the provisions of subdivision (b) of Section 1502.

(6) (A) Its irrevocable consent to service of process directed to
it upon the agent designated and to service of process on the
Secretary of State if the agent so designated or the agent’s successor
is no longer authorized to act or cannot be found at the address
given.

(B) Consent under this paragraph extends to service of process
directed to the foreign corporation’s agent in California for a search
warrant issued pursuant to Section 1524.2 of the Penal Code, or
for any other validly issued and properly served search warrant,
for records or documents that are in the possession of the foreign
corporation and are located inside or outside of this state. This
subparagraph shall apply to a foreign corporation that is a party
or a nonparty to the matter for which the search warrant is sought.
For purposes of this subparagraph, “properly served” means
delivered by hand, or in a manner reasonably allowing for proof
of delivery if delivered by United States mail, overnight delivery
service, or facsimile to a person or entity listed in Section 2110.

(7) If it is a corporation which will be subject to the Insurance
Code as an insurer, it shall so state that fact.

(b) Annexed to that statement and designation shall be a
certificate by an authorized public official of the state or place of
incorporation of the corporation to the effect that the corporation
is an existing corporation in good standing in that state or place
or, in the case of an association, an officers’ certificate stating that
it is a validly organized and existing business association under
the laws of a specified foreign jurisdiction.

(c) Before it may be designated by any foreign corporation as
its agent for service of process, any corporate agent must comply
with Section 1505.

SEC. 6.  

Section 2107 of the Corporations Code is amended to
read:

2107.  

(a) If any foreign corporation (but not a foreign
association) qualified to transact intrastate business shall change
its name or make a change affecting an assumed name under
Section 2106, it shall file, on a form prescribed by the Secretary
of State, an amended statement signed by a corporate officer setting
forth the change made. The amended statement shall set forth the
name relinquished as well as the new name assumed and there
shall be annexed to the amended statement a certificate of an
authorized public official of its state or place of incorporation that
the change of name was made in accordance with the laws of that
state or place. Upon the filing of the amended statement, the
Secretary of State shall issue a new certificate of qualification.

(b) If any foreign association qualified to transact intrastate
business shall change its name, the address of its principal office
in this state, the address of its principal executive office or its agent
for the service of process, or if the stated address of any natural
person designated as agent is changed, it shall file, on a form
prescribed by the Secretary of State, an amended statement and
designation signed by an officer or, in the case of a foreign
association that has no officers, signed by a trustee setting forth
the change or changes made. In the case of a change of name, the
amended statement and designation shall set forth the name
relinquished as well as the new name assumed and there shall be
annexed to the amended statement and designation an officer’s
certificate, or trustee’s certificate, if applicable, stating that such
change of name was made in accordance with its declaration of
trust. If the change includes a change of name, or a change affecting
an assumed name pursuant to Section 2106, upon the filing of the
amended statement, the Secretary of State shall issue a new
certificate of qualification.

(c) If the change includes a change of name of an insurer subject
to the Insurance Code, the form shall include a statement that the
corporation is such an insurer if it does not already so appear.

(d) If a foreign corporation qualified to transact business in this
state shall change the address of its principal office in this state,
the address of its principal executive office, or its agent for the
service of process, or if the stated address of any natural person
designated as agent is changed, the filing of a statement pursuant
to Section 2117 shall supersede the statement and designation with
respect thereto.

SEC. 7.  

Section 2112 of the Corporations Code is amended to
read:

2112.  

(a) Subject to Section 2113, a foreign corporation which
has qualified to transact intrastate business may surrender its right
to engage in that business within this state by filing a certificate
of surrender signed by a corporate officer or, in the case of a
foreign association that has no officers, signed by a trustee stating:

(1) The name of the corporation as shown on the records of the
Secretary of State, and the state or place of incorporation or
organization.

(2) That it revokes its designation of agent for service of process.

(3) That it surrenders its authority to transact intrastate business.

(4) That it consents that process against it in any action upon
any liability or obligation incurred within this state prior to the
filing of the certificate of withdrawal may be served upon the
Secretary of State.

(5) A post office address to which the Secretary of State may
mail a copy of any process against the corporation that is served
upon the Secretary of State, which address or the name to which
the process should be sent may be changed from time to time by
filing a statement signed by a corporate officer or, in the case of
a foreign association that has no officers, signed by a trustee stating
the new address or name or both.

(6)  Except in the case of a foreign association, that a final
franchise tax return, as described by Section 23332 of the Revenue
and Taxation Code, has been or will be filed with the Franchise
Tax Board, as required under Part 10.2 (commencing with Section
18401) of Division 2 of the Revenue and Taxation Code.

(b) The Secretary of State shall notify the Franchise Tax Board
of the surrender.

SEC. 8.  

Section 2204 of the Corporations Code is amended to
read:

2204.  

(a) Upon the failure of a corporation to file the statement
required by Section 1502, the Secretary of State shall provide a
notice of that delinquency to the corporation. The notice shall also
contain information concerning the application of this section,
advise the corporation of the penalty imposed by Section 19141
of the Revenue and Taxation Code for failure to timely file the
required statement after notice of the delinquency has been
provided by the Secretary of State, and shall advise the corporation
of its right to request relief from the Secretary of State because of
reasonable cause or unusual circumstances that justify the failure
to file. If, within 60 days of providing notice of the delinquency,
a statement pursuant to Section 1502 has not been filed by the
corporation, the Secretary of State shall certify the name of the
corporation to the Franchise Tax Board.

(b) Upon certification pursuant to subdivision (a), the Franchise
Tax Board shall assess against the corporation the penalty provided
in Section 19141 of the Revenue and Taxation Code.

(c) The penalty herein provided shall not apply to a corporation
that on or prior to the date of certification pursuant to subdivision
(a) has dissolved, has converted to another type of business entity,
or has been merged into another corporation or other business
entity.

(d) The penalty herein provided shall not apply and the Secretary
of State need not provide a notice of the delinquency to a
corporation if the corporate powers, rights, and privileges have
been suspended by the Franchise Tax Board pursuant to Section
23301, 23301.5, or 23775 of the Revenue and Taxation Code on
or prior to, and remain suspended on, the last day of the filing
period pursuant to Section 1502. The Secretary of State need not
provide notice of the filing requirement pursuant to Section 1502
to a corporation if the corporate powers, rights, and privileges have
been so suspended by the Franchise Tax Board on or prior to, and
remain suspended on, the day the Secretary of State prepares the
notice for sending.

(e) If, after certification pursuant to subdivision (a), the Secretary
of State finds (1) the required statement was filed before the
expiration of the 60-day period after providing notice of the
delinquency, or (2) the failure to provide notice of delinquency
was due to an error of the Secretary of State, the Secretary of State
shall promptly decertify the name of the corporation to the
Franchise Tax Board. The Franchise Tax Board shall then promptly
abate any penalty assessed against the corporation pursuant to
Section 19141 of the Revenue and Taxation Code.

(f) If the Secretary of State determines that the failure of a
corporation to file the statement required by Section 1502 is
excusable because of reasonable cause or unusual circumstances
that justify the failure, the Secretary of State may waive the penalty
imposed by this section and by Section 19141 of the Revenue and
Taxation Code, in which case the Secretary of State shall not certify
the name of the corporation to the Franchise Tax Board, or if
already certified, the Secretary of State shall promptly decertify
the name of the corporation.

SEC. 9.  

Section 3304 of the Corporations Code is amended to
read:

3304.  

(a) To convert a flexible purpose corporation:

(1) If the flexible purpose corporation is converting into a
domestic limited partnership, a statement of conversion shall be
completed on the certificate of limited partnership for the converted
entity.

(2) If the flexible purpose corporation is converting into a
domestic partnership, a statement of conversion shall be completed
on the statement of partnership authority for the converted entity,
or if no statement of partnership authority is filed, then a certificate
of conversion shall be filed separately.

(3) If the flexible purpose corporation is converting into a
domestic limited liability company, a statement of conversion shall
be completed on the articles of organization for the converted
entity.

(4) If the flexible purpose corporation is converting into a
domestic corporation, a statement of conversion shall be completed
on the articles for the converted entity.

(b) Any statement or certificate of conversion of a converting
flexible purpose corporation shall be executed and acknowledged
by those officers of the converting flexible purpose corporation as
would be required to sign an officers’ certificate, and shall set forth
all of the following:

(1) The name and the Secretary of State’s file number of the
converting flexible purpose corporation.

(2) A statement of the total number of outstanding shares of
each class entitled to vote on the conversion, that the principal
terms of the plan of conversion were approved by a vote of the
number of shares of each class which equaled or exceeded the vote
required under Section begin delete 3301 end delete begin insert 3302 end insert , specifying each class entitled
to vote and the percentage vote required of each class.

(3) The name, form, and jurisdiction of organization of the
converted entity.

(4) The name and street address of the converted entity’s agent
for service of process. If a corporation qualified under Section
1505 is designated as the agent, no address for it shall be set forth.

(c) The certificate of conversion shall be on a form prescribed
by the Secretary of State.

(d) The filing with the Secretary of State of a statement of
conversion on an organizational document or a certificate of
conversion as set forth in subdivision (a) shall have the effect of
the filing of a certificate of dissolution by the converting flexible
purpose corporation and no converting flexible purpose corporation
that has made the filing is required to file a certificate of election
under Section 1901 or a certificate of dissolution under Section
1905 as a result of that conversion.

(e)  Upon the effectiveness of a conversion pursuant to this
chapter, a converted entity that is a domestic partnership, domestic
limited partnership, or domestic limited liability company shall
be deemed to have assumed the liability of the converting flexible
purpose corporation to prepare and file or cause to be prepared
and filed all tax and information returns otherwise required of the
converting flexible purpose corporation under the Corporation Tax
Law (Part 11 (commencing with Section 23001) of Division 2 of
the Revenue and Taxation Code) and to pay any tax liability
determined to be due pursuant to that law.

begin insert

begin insert SEC. 9.5. end insert   

end insert

begin insert Section 3304 of the end insert begin insert Corporations Code end insert begin insert is amended
to read: end insert

3304.  

(a) To convert a begin delete flexible end delete begin insert social end insert purpose corporation:

(1) If the begin delete flexible end delete begin insert social end insert purpose corporation is converting into
a domestic limited partnership, a statement of conversion shall be
completed on the certificate of limited partnership for the converted
entity.

(2) If the begin delete flexible end delete begin insert social end insert purpose corporation is converting into
a domestic partnership, a statement of conversion shall be
completed on the statement of partnership authority for the
converted entity, or if no statement of partnership authority is filed,
then a certificate of conversion shall be filed separately.

(3) If the begin delete flexible end delete begin insert social end insert purpose corporation is converting into
a domestic limited liability company, a statement of conversion
shall be completed on the articles of organization for the converted
entity.

begin delete

(4) If the flexible purpose corporation is converting into a
domestic corporation, a statement of conversion shall be completed
on the articles for the converted entity.

end delete

(b) Any statement or certificate of conversion of a converting
begin delete flexible end delete begin insert social end insert purpose corporation shall be executed and
acknowledged by those officers of the converting begin delete flexible end delete begin insert social end insert
purpose corporation as would be required to sign an officers’
certificate, and shall set forth all of the following:

(1) The name and the Secretary of State’s file number of the
converting begin delete flexible end delete begin insert social end insert purpose corporation.

(2) A statement of the total number of outstanding shares of
each class entitled to vote on the conversion, that the principal
terms of the plan of conversion were approved by a vote of the
number of shares of each class which equaled or exceeded the vote
required under Section begin delete 3602 end delete begin insert 3302 end insert , specifying each class entitled
to vote and the percentage vote required of each class.

(3) The name, form, and jurisdiction of organization of the
converted entity.

begin insert

(4) The name and street address of the converted entity’s agent
for service of process. If a corporation qualified under Section
1505 is designated as the agent, no address for it shall be set forth.

end insert

(c) The certificate of conversion shall be on a form prescribed
by the Secretary of State.

(d) The filing with the Secretary of State of a statement of
conversion on an organizational document or a certificate of
conversion as set forth in subdivision (a) shall have the effect of
the filing of a certificate of dissolution by the converting begin delete flexible end delete
begin insert social end insert purpose corporation and no converting begin delete flexible end delete begin insert social end insert
purpose corporation that has made the filing is required to file a
certificate of election under Section 1901 or a certificate of
dissolution under Section 1905 as a result of that conversion.

(e)  Upon the effectiveness of a conversion pursuant to this
chapter, a converted entity that is a domestic partnership, domestic
limited begin delete partnership end delete begin insert partnership, end insert or domestic limited liability
company shall be deemed to have assumed the liability of the
converting begin delete flexible end delete begin insert social end insert purpose corporation to prepare and file
or cause to be prepared and filed all tax and information returns
otherwise required of the converting begin delete flexible end delete begin insert social end insert purpose
corporation under the Corporation Tax Law (Part 11 (commencing
with Section 23001) of Division 2 of the Revenue and Taxation
Code) and to pay any tax liability determined to be due pursuant
to that law.

SEC. 10.  

Section 5120 of the Corporations Code is amended
to read:

5120.  

(a) One or more persons may form a corporation under
this part by executing and filing articles of incorporation.

(b) If initial directors are named in the articles, each director
named in the articles shall sign and acknowledge the articles; if
initial directors are not named in the articles, the articles shall be
signed by one or more persons who thereupon are the incorporators
of the corporation.

(c) The corporate existence begins upon the filing of the articles
and continues perpetually, unless otherwise expressly provided by
law or in the articles.

(d) At the time of filing pursuant to this section, the Secretary
of State shall forward a copy of the filed articles of incorporation
to the Attorney General.

(e) If the corporation was created by the elected legislative body
in order to exercise authority that may lawfully be delegated by
the elected governing body to a private corporation or other entity,
the Secretary of State shall forward a copy of the filed articles of
incorporation to the Controller.

SEC. 11.  

Section 5817 of the Corporations Code is amended
to read:

5817.  

Upon the filing of the certificate of amendment, the
articles shall be amended in accordance with the certificate and
any change, reclassification, or cancellation of memberships shall
be effected, and a copy of the certificate, certified by the Secretary
of State, is prima facie evidence of the performance of the
conditions necessary to the adoption of the amendment. The
Secretary of State shall forward a copy of the filed certificate of
amendment to the Attorney General.

SEC. 12.  

Section 6211 of the Corporations Code is amended
to read:

6211.  

(a) An agent designated for service of process pursuant
to Section 6210 may deliver to the Secretary of State, on a form
prescribed by the Secretary of State for filing, a signed and
acknowledged written statement of resignation as an agent for
service of process containing the name of the corporation, the
Secretary of State’s file number of the corporation, the name of
the resigning agent for service of process, and a statement that the
agent is resigning. Thereupon the authority of the agent to act in
that capacity shall cease and the Secretary of State forthwith shall
mail or otherwise provide written notice of the filing of the
statement of resignation to the corporation at its principal office.

(b) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
corporation, the Secretary of State’s file number for the corporation,
and the name of the agent for service of process, the agent disclaims
having been properly appointed as the agent. Similarly, a person
named as an officer or director may indicate that the person was
never properly appointed as the officer or director.

(c) The Secretary of State may destroy or otherwise dispose of
any resignation filed pursuant to this section after a new form is
filed pursuant to Section 6210 replacing the agent for service of
process that has resigned.

SEC. 13.  

Section 6611 of the Corporations Code is amended
to read:

6611.  

(a) Whenever a corporation has elected to wind up and
dissolve a certificate evidencing that election shall forthwith be
filed and a copy thereof filed with the Attorney General.

(b) The certificate shall be an officers’ certificate or shall be
signed and verified by at least a majority of the directors then in
office or by one or more members authorized to do so by approval
of a majority of all members (Section 5033) and shall set forth:

(1) That the corporation has elected to wind up and dissolve.

(2) If the election was made by the vote of members alone, the
number of votes for the election and that the election was made
by a majority of all members (Section 5033).

(3) If the election was made by the board and members pursuant
to paragraph (2) of subdivision (a) of Section 6610, or
subparagraph (B) of paragraph (1) of subdivision (b) of Section
9680, the certificate shall state that it was made by the board and
the members in accordance with Section 5034.

(4) If the certificate is executed by a member or members, that
the subscribing person or persons were authorized to execute the
certificate by a majority of all members (Section 5033).

(5) If the election was made by the board pursuant to subdivision
(b) of Section 6610, or paragraph (2) of subdivision (b) of Section
9680, the circumstances showing the corporation to be within one
of the categories described in that subdivision.

(c) If an election to dissolve made pursuant to subdivision (a)
of Section 6610 or paragraph (1) of subdivision (b) of Section
9680 is made by the vote of all the members of a corporation with
members or by all members of the board of a corporation without
members pursuant to subdivision (b) of Section 6610, or paragraph
(2) of subdivision (b) of Section 9680 and a statement to that effect
is added to the certificate of dissolution pursuant to Section 6615,
the separate filing of the certificate of election pursuant to this
section is not required.

SEC. 14.  

Section 6810 of the Corporations Code is amended
to read:

6810.  

(a) Upon the failure of a corporation to file the statement
required by Section 6210, the Secretary of State shall provide a
notice of that delinquency to the corporation. The notice shall also
contain information concerning the application of this section, and
advise the corporation of the penalty imposed by Section 19141
of the Revenue and Taxation Code for failure to timely file the
required statement after notice of delinquency has been provided
by the Secretary of State. If, within 60 days after providing the
notice of delinquency, a statement pursuant to Section 6210 has
not been filed by the corporation, the Secretary of State shall certify
the name of the corporation to the Franchise Tax Board.

(b) Upon certification pursuant to subdivision (a), the Franchise
Tax Board shall assess against the corporation a penalty of fifty
dollars ($50) pursuant to Section 19141 of the Revenue and
Taxation Code.

(c) The penalty herein provided shall not apply to a corporation
that on or prior to the date of certification pursuant to subdivision
(a) has dissolved, has converted to another type of business entity,
or has been merged into another corporation or other business
entity.

(d) The penalty herein provided shall not apply and the Secretary
of State need not provide a notice of the delinquency to a
corporation the corporate powers, rights, and privileges of which
have been suspended by the Franchise Tax Board pursuant to
Section 23301, 23301.5, or 23775 of the Revenue and Taxation
Code on or prior to, and remain suspended on, the last day of the
filing period pursuant to Section 6210. The Secretary of State need
not provide notice of the filing requirement pursuant to Section
6210 to a corporation the corporate powers, rights, and privileges
of which have been so suspended by the Franchise Tax Board on
or prior to, and remain suspended on, the day the Secretary of State
prepares the notice for sending.

(e) If, after certification pursuant to subdivision (a), the Secretary
of State finds the required statement was filed before the expiration
of the 60-day period after providing notice of the delinquency, the
Secretary of State shall promptly decertify the name of the
corporation to the Franchise Tax Board. The Franchise Tax Board
shall then promptly abate any penalty assessed against the
corporation pursuant to Section 19141 of the Revenue and Taxation
Code.

(f) If the Secretary of State determines that the failure of a
corporation to file a statement required by Section 6210 is
excusable because of reasonable cause or unusual circumstances
that justify the failure, the Secretary of State may waive the penalty
imposed by this section and by Section 19141 of the Revenue and
Taxation Code, in which case the Secretary of State shall not certify
the name of the corporation to the Franchise Tax Board, or if
already certified, the Secretary of State shall promptly decertify
the name of the corporation.

SEC. 15.  

Section 8211 of the Corporations Code is amended
to read:

8211.  

(a) An agent designated for service of process pursuant
to Section 8210 may deliver to the Secretary of State, on a form
prescribed by the Secretary of State for filing, a signed and
acknowledged written statement of resignation as an agent for
service of process containing the name of the corporation, the
Secretary of State’s file number of the corporation, the name of
the resigning agent for service of process, and a statement that the
agent is resigning. Thereupon the authority of the agent to act in
that capacity shall cease and the Secretary of State forthwith shall
mail or otherwise provide written notice of the filing of the
statement of resignation to the corporation at its principal office.

(b) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
corporation, the Secretary of State’s file number for the corporation,
and the name of the agent for service of process, the agent disclaims
having been properly appointed as the agent. Similarly, a person
named as an officer or director may indicate that the person was
never properly appointed as the officer or director.

(c) The Secretary of State may destroy or otherwise dispose of
any statement of resignation filed pursuant to this section after a
new form is filed pursuant to Section 8210 replacing the agent for
service of process that has resigned.

SEC. 16.  

Section 8611 of the Corporations Code is amended
to read:

8611.  

(a) Whenever a corporation has elected to wind up and
dissolve a certificate evidencing that election shall forthwith be
filed. A copy of that certificate shall be filed with the Attorney
General if the corporation holds assets in charitable trust or has a
charitable dissolution clause.

(b) The certificate shall be an officers’ certificate or shall be
signed and verified by at least a majority of the directors then in
office or by one or more members authorized to do so by approval
of a majority of all members (Section 5033) and shall set forth:

(1) That the corporation has elected to wind up and dissolve.

(2) If the election was made by the vote of members alone, the
number of votes for the election and that the election was made
by a majority of all members (Section 5033).

(3) If the election was made by the board and the members
pursuant to paragraph (2) of subdivision (a) of Section 8610, the
certificate shall state that it was made by the board and the
members in accordance with Section 5034.

(4) If the certificate is executed by a member or members, that
the subscribing person or persons were authorized to execute the
certificate a majority of all members (Section 5033).

(5) If the election was made by the board pursuant to subdivision
(b) of Section 8610, the circumstances showing the corporation to
be within one of the categories described in that subdivision.

(c) If an election to dissolve made pursuant to subdivision (a)
of Section 8610 is made by the vote of all the members of a
corporation with members or by a vote of all members of the board
of a corporation without members pursuant to subdivision (b) of
Section 8610 and a statement to that effect is added to the
certificate of dissolution pursuant to Section 8615, the separate
filing of the certificate of election pursuant to this section is not
required.

SEC. 17.  

Section 8810 of the Corporations Code is amended
to read:

8810.  

(a) Upon the failure of a corporation to file the statement
required by Section 8210, the Secretary of State shall provide a
notice of such delinquency to the corporation. The notice shall
also contain information concerning the application of this section,
and advise the corporation of the penalty imposed by Section 19141
of the Revenue and Taxation Code for failure to timely file the
required statement after notice of delinquency has been provided
by the Secretary of State. If, within 60 days after providing notice
of the delinquency, a statement pursuant to Section 8210 has not
been filed by the corporation, the Secretary of State shall certify
the name of the corporation to the Franchise Tax Board.

(b) Upon certification pursuant to subdivision (a), the Franchise
Tax Board shall assess against the corporation a penalty of fifty
dollars ($50) pursuant to Section 19141 of the Revenue and
Taxation Code.

(c) The penalty herein provided shall not apply to a corporation
which on or prior to the date of certification pursuant to subdivision
(a) has dissolved, has converted to another type of business entity,
or has been merged into another corporation or other business
entity.

(d) The penalty herein provided shall not apply and the Secretary
of State need not provide a notice of the delinquency to a
corporation the corporate powers, rights, and privileges of which
have been suspended by the Franchise Tax Board pursuant to
Section 23301, 23301.5, or 23775 of the Revenue and Taxation
Code on or prior to, and remain suspended on, the last day of the
filing period pursuant to Section 8210. The Secretary of State need
not provide notice of the filing requirement pursuant to Section
8210, to a corporation the corporate powers, rights, and privileges
of which have been so suspended by the Franchise Tax Board on
or prior to, and remain suspended on, the day the Secretary of State
prepares the notice for sending.

(e) If, after certification pursuant to subdivision (a) the Secretary
of State finds the required statement was filed before the expiration
of the 60-day period after providing the notice of delinquency, the
Secretary of State shall promptly decertify the name of the
corporation to the Franchise Tax Board. The Franchise Tax Board
shall then promptly abate any penalty assessed against the
corporation pursuant to Section 19141 of the Revenue and Taxation
Code.

(f) If the Secretary of State determines that the failure of a
corporation to file a statement required by Section 8210 is
excusable because of reasonable cause or unusual circumstances
which justify the failure, the Secretary of State may waive the
penalty imposed by this section and by Section 19141 of the
Revenue and Taxation Code, in which case the Secretary of State
shall not certify the name of the corporation to the Franchise Tax
Board, or if already certified, the Secretary of State shall promptly
decertify the name of the corporation.

SEC. 18.  

Section 12571 of the Corporations Code is amended
to read:

12571.  

(a) An agent designated for service of process pursuant
to Section 12570 may deliver to the Secretary of State, on a form
prescribed by the Secretary of State for filing, a signed and
acknowledged written statement of resignation as an agent for
service of process containing the name of the corporation, the
Secretary of State’s file number of the corporation, the name of
the resigning agent for service of process, and a statement that the
agent is resigning. Thereupon the authority of the agent to act in
that capacity shall cease and the Secretary of State forthwith shall
mail or otherwise provide written notice of the filing of the
statement of resignation to the corporation at its principal office.

(b) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
corporation, the Secretary of State’s file number for the corporation,
and the name of the resigning agent for service of process, the
agent disclaims having been properly appointed as the agent.
Similarly, a person named as an officer or director may indicate
that the person was never properly appointed as the officer or
director.

(c) The Secretary of State may destroy or otherwise dispose of
any resignation filed pursuant to this section after a new form is
filed pursuant to Section 12570 replacing the agent for service of
process that has resigned.

SEC. 19.  

Section 12631 of the Corporations Code is amended
to read:

12631.  

(a) Whenever a corporation has elected to wind up and
dissolve a certificate evidencing that election shall forthwith be
filed.

(b) The certificate shall be an officers’ certificate or shall be
signed and verified by at least a majority of the directors then in
office or by one or more members authorized to do so by approval
of a majority of all members (Section 12223) and shall set forth:

(1) That the corporation has elected to wind up and dissolve.

(2) If the election was made by the vote of members alone, the
number of votes for the election and that the election was made
by persons holding at least a majority of the voting power.

(3) If the certificate is executed by a member or members, that
the subscribing person or persons were authorized to execute the
certificate by persons representing at least a majority of the voting
power.

(4) If the election was made by the board pursuant to subdivision
(b) of Section 12630, the certificate shall also set forth the
circumstances showing the corporation to be within one of the
categories described in that subdivision.

(c) If an election to dissolve made pursuant to subdivision (a)
of Section 12630 is made by the vote of all the members of a
corporation with members or by a vote of all members of the board
of a corporation without members pursuant to subdivision (b) of
Section 12630 and a statement to that effect is added to the
certificate of dissolution pursuant to Section 12635, the separate
filing of the certificate of election pursuant to this section is not
required.

SEC. 20.  

Section 12670 of the Corporations Code is amended
to read:

12670.  

(a) Upon the failure of a corporation to file the
statement required by Section 12570, the Secretary of State shall
provide a notice of that delinquency to the corporation. The notice
shall also contain information concerning the application of this
section, and shall advise the corporation of the penalty imposed
by Section 19141 of the Revenue and Taxation Code for failure
to timely file the required statement after notice of delinquency
has been provided by the Secretary of State. If, within 60 days
after providing notice of the delinquency, a statement pursuant to
Section 12570 has not been filed by the corporation, the Secretary
of State shall certify the name of the corporation to the Franchise
Tax Board.

(b) Upon certification pursuant to subdivision (a), the Franchise
Tax Board shall assess against the corporation a penalty of fifty
dollars ($50) pursuant to Section 19141 of the Revenue and
Taxation Code.

(c) The penalty herein provided shall not apply to a corporation
which on or prior to the date of certification pursuant to subdivision
(a) has dissolved, has been converted to another type of business
entity, or has been merged into another corporation or other
business entity.

(d) The penalty herein provided shall not apply and the Secretary
of State need not provide a notice of the delinquency to a
corporation the corporate powers, rights, and privileges of which
have been suspended by the Franchise Tax Board pursuant to
Section 23301, 23301.5, or 23775 of the Revenue and Taxation
Code on or prior to, and remain suspended on, the last day of the
filing period pursuant to Section 12570. The Secretary of State
need not provide notice of the filing requirement pursuant to
Section 12570, to a corporation the corporate powers, rights, and
privileges of which have been so suspended by the Franchise Tax
Board on or prior to, and remain suspended on, the day the
Secretary of State prepares the notice for sending.

(e) If, after certification pursuant to subdivision (a) the Secretary
of State finds the required statement was filed before the expiration
of the 60-day period after providing notice of the delinquency, the
Secretary of State shall promptly decertify the name of the
corporation to the Franchise Tax Board. The Franchise Tax Board
shall then promptly abate any penalty assessed against the
corporation pursuant to Section 19141 of the Revenue and Taxation
Code.

(f) If the Secretary of State determines that the failure of a
corporation to file a statement required by Section 12570 is
excusable because of reasonable cause or unusual circumstances
which justify the failure, the Secretary of State may waive the
penalty imposed by this section and by Section 19141 of the
Revenue and Taxation Code, in which case the Secretary of State
shall not certify the name of the corporation to the Franchise Tax
Board, or if already certified, the Secretary of State shall promptly
decertify the name of the corporation.

SEC. 21.  

Section 15901.09 of the Corporations Code is
amended to read:

15901.09.  

(a) The exclusive right to the use of a name that
complies with Section 15901.08 may be reserved by:

(1) a person intending to organize a limited partnership under
this chapter and to adopt the name;

(2) a limited partnership or a foreign limited partnership
authorized to transact business in this state intending to adopt the
name;

(3) a foreign limited partnership intending to obtain a certificate
of registration to transact business in this state and adopt the name;

(4) a person intending to organize a foreign limited partnership
and intending to have it obtain a certificate of registration to
transact business in this state and adopt the name;

(5) a foreign limited partnership formed under the name; or

(6) a foreign limited partnership formed under a name that does
not comply with subdivision (b) or (c) of Section 15901.08, but
the name reserved under this paragraph may differ from the foreign
limited partnership’s name only to the extent necessary to comply
with subdivision (b) or (c) of Section 15901.08.

(b) Upon payment of the fee prescribed by Section 12188 of
the Government Code, any person may apply to reserve a name
under subdivision (a), and obtain from the Secretary of State a
certificate of reservation of any name not prohibited by Section
15901.08. If the Secretary of State finds that the name is available
for use by the applicant, the Secretary of State shall issue a
certificate of name reservation and thereby reserve the name for
the exclusive use of the applicant for 60 days.

(c) An applicant that has reserved a name pursuant to subdivision
(b) may reserve the same name for an additional 60-day period.
The Secretary of State shall not issue a certificate reserving the
same name for two or more consecutive 60-day periods to the same
applicant or for the use or benefit of the same person.

(d) A person that has reserved a name under this section may
transfer the reserved name to another person, effective upon
delivery to the Secretary of State of a signed notice of transfer that
states the reserved name and the name and address of the person
to which the reservation is to be transferred.

SEC. 22.  

Section 15901.16 of the Corporations Code is
amended to read:

15901.16.  

(a) In addition to Chapter 4 (commencing with
Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure,
process may be served upon limited partnerships and foreign
limited partnerships as provided in this section.

(b) Personal service of a copy of any process against the limited
partnership or the foreign limited partnership will constitute valid
service on the limited partnership if delivered either (1) to any
individual designated by it as agent or, if a limited partnership, to
any general partner or (2) if the designated agent or, if a limited
partnership, general partner is a corporation, to any person named
in the latest certificate of the corporate agent filed pursuant to
Section 1505 at the office of the corporate agent or to any officer
of the general partner, shall constitute valid service on the limited
partnership or the foreign limited partnership. No change in the
address of the agent for service of process where the agent is an
individual or appointment of a new agent for service of process
shall be effective (1) for a limited partnership until an amendment
to the certificate of limited partnership is filed or (2) for a foreign
limited partnership until an amendment to the application for
registration is filed. In the case of a foreign limited partnership
that has appointed the Secretary of State as agent for service of
process by reason of subdivision (b) of Section 15909.07, process
shall be delivered by hand to the Secretary of State, or to any
person employed in the capacity of assistant or deputy, which shall
be one copy of the process for each defendant to be served, together
with a copy of the court order authorizing the service and the fee
therefor. The order shall include and set forth an address to which
the process shall be sent by the Secretary of State.

(c) (1) If an agent for 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 personal delivery
of the process, and it is shown by affidavit to the satisfaction of
the court that process against a limited partnership or foreign
limited partnership cannot be served with reasonable diligence
upon the designated agent or, if a foreign limited partnership, upon
any general partner 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, the court may make
an order that the service shall be made upon a domestic limited
partnership which has filed a certificate or upon a foreign limited
partnership which has a certificate of registration to transact
business in this state 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 the service. Service in this manner shall be deemed
complete on the 10th day after delivery of the process to the
Secretary of State.

(2) Upon receipt of any such copy of process and the fee
therefor, the Secretary of State shall give notice of the service of
the process to the limited partnership or foreign limited partnership,
at its principal office, by forwarding to that office, by registered
mail with request for return receipt, the copy of the process.

(3) The Secretary of State shall keep a record of all process
served upon the Secretary of State under this chapter and shall
record therein the time of service and the Secretary of State’s action
with reference thereto. A certificate under the Secretary of State’s
official seal, certifying to the receipt of process, the giving of notice
thereof to the limited partnership or foreign limited partnership,
and the forwarding of the process pursuant to this section, shall
be competent and prima facie evidence of the matters stated therein.

(d) (1) The certificate of a limited partnership and the
application for a certificate of registration of a foreign limited
partnership shall designate, as the agent for service of process, an
individual residing in this state or a corporation which has complied
with Section 1505 and whose capacity to act as an agent has not
terminated. If an individual is designated, the statement shall set
forth that person’s complete business or residence street address
in this state. If a corporate agent is designated, no address for it
shall be set forth.

(2) An agent designated for service of process may deliver to
the Secretary of State, on a form prescribed by the Secretary of
State for filing, a signed and acknowledged written statement of
resignation as an agent for service of process containing the name
of the limited partnership, the Secretary of State’s file number for
the limited partnership, the name of the resigning agent for service
of process, and a statement that the agent is resigning. Thereupon
the authority of the agent to act in that capacity shall cease and the
Secretary of State forthwith shall mail or otherwise provide written
notice of the filing of the statement of resignation to the limited
partnership or foreign limited partnership at its designated office.

(3) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
limited partnership, the Secretary of State’s file number for the
limited partnership, and the name of the agent for service of
process, the agent disclaims having been properly appointed as
the agent.

(4) The Secretary of State may destroy or otherwise dispose of
any statement of resignation filed pursuant to this section after an
amended certificate of limited partnership or amended foreign
limited partnership registration is filed pursuant to Section
15902.02 or 15909.06 replacing the agent for service of process
that has resigned.

(5) If an individual who has been designated agent for service
of process dies or resigns or no longer resides in the state or if the
corporate agent for that purpose, resigns, dissolves, withdraws
from the state, forfeits its right to transact intrastate business, has
its corporate rights, powers, and privileges suspended or ceases to
exist, (A) the limited partnership shall promptly file an amendment
to the certificate designating a new agent or (B) the foreign limited
partnership shall promptly file an amendment to the application
for registration.

(e) In addition to any other discovery rights which may exist,
in any case pending in a California court having jurisdiction in
which a party seeks records from a partnership formed under this
chapter, whether or not the partnership is a party, the court shall
have the power to order the production in California of the books
and records of the partnership on the terms and conditions that the
court deems appropriate.

SEC. 23.  

Section 15902.01 of the Corporations Code is
amended to read:

15902.01.  

(a) In order for a limited partnership to be formed,
a certificate of limited partnership must be filed with and on a form
prescribed by the Secretary of State and, either before or after the
filing of a certificate of limited partnership, the partners shall have
entered into a partnership agreement. The certificate must state:

(1) the name of the limited partnership, which shall comply with
Section 15901.08;

(2) the street address of the initial designated office;

(3) the name and street address of the initial agent for service
of process in accordance with paragraph (1) of subdivision (d) of
Section 15901.16;

(4) the name and the address of each general partner; and

(5) the mailing address of the limited partnership, if different
from the address of the initial designated office.

(b) A certificate of limited partnership may also contain any
other matters but may not vary or otherwise affect the provisions
specified in subdivision (b) of Section 15901.10 in a manner
inconsistent with that section.

(c) A limited partnership is formed when the Secretary of State
files the certificate of limited partnership.

(d) Subject to subdivision (b), if any provision of a partnership
agreement is inconsistent with the filed certificate of limited
partnership or with a filed certificate of dissociation, cancellation,
or amendment or filed certificate of conversion or merger:

(1) the partnership agreement prevails as to partners and
transferees; and

(2) the filed certificate of limited partnership, certificate of
dissociation, cancellation, or amendment or filed certificate of
conversion or merger prevails as to persons, other than partners
and transferees, that reasonably rely on the filed record to their
detriment.

(e) A limited partnership may record in the office of the county
recorder of any county in this state a certified copy of the certificate
of limited partnership, or any amendment thereto, which has been
filed by the Secretary of State. A foreign limited partnership may
record in the office of the county recorder of any county in the
state a certified copy of the application for registration to transact
business, together with the certificate of registration, referred to
in Section 15909.02, or any amendment thereto, which has been
filed by the Secretary of State. The recording shall create a
conclusive presumption in favor of any bona fide purchaser or
encumbrancer for value of the partnership real property located in
the county in which the certified copy has been recorded, that the
persons named as general partners therein are the general partners
of the partnership named and that they are all of the general
partners of the partnership.

(f) The Secretary of State may cancel the filing of certificates
of limited partnership if a check or other remittance accepted in
payment of the filing fee is not paid upon presentation. For partners
and transferees, the partnership agreement is paramount. 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.

(g) The Secretary of State shall include with instructional
materials, provided in conjunction with the form for filing a
certificate of limited partnership under subdivision (a), a notice
that the filing of the certificate of limited partnership will obligate
the limited partnership to pay an annual tax for that taxable year
to the Franchise Tax Board pursuant to Section 17935 of the
Revenue and Taxation Code. That notice shall be updated annually
to specify the dollar amount of the annual tax.

SEC. 24.  

Section 15902.04 of the Corporations Code is
amended to read:

15902.04.  

(a) Each record delivered to the Secretary of State
for filing pursuant to this chapter must be signed in the following
manner:

(1) An initial certificate of limited partnership must be signed
by all general partners listed in the certificate.

(2) An amendment designating as general partner a person
admitted under paragraph (2) of subdivision (c) of Section
15908.01 following the dissociation of a limited partnership’s last
general partner must be signed by that person.

(3) An amendment required by subdivision (c) of Section
15908.03 following the appointment of a person to wind up the
dissolved limited partnership’s activities must be signed by that
person.

(4) Any other amendment must be signed by:

(A) at least one general partner listed in the certificate of limited
partnership;

(B) each other person designated in the amendment as a new
general partner; and

(C) each person that the amendment indicates has dissociated
as a general partner, unless:

(i) the person is deceased or a guardian or general conservator
has been appointed for the person and the amendment so states;
or

(ii) the person has previously delivered to the Secretary of State
for filing a certificate of dissociation.

(5) A restated certificate of limited partnership must be signed
by at least one general partner listed in the certificate, and, to the
extent the restated certificate effects a change under any other
paragraph of this subdivision, the restated certificate must be signed
in a manner that satisfies that paragraph.

(6) A certificate of cancellation must be signed by all general
partners listed in the certificate of limited partnership or, if the
certificate of limited partnership of a dissolved limited partnership
lists no general partners, by the person appointed pursuant to
subdivisions (c) or (d) of Section 15908.03 to wind up the dissolved
limited partnership’s activities.

(7)  Certificates of conversion must be signed as provided in
subdivision (b) of Section 15911.06.

(8)  Certificates of merger must be signed as provided in
subdivision (a) of Section 15911.14.

(9) A certificate of correction shall be executed in the same
manner in which the record being corrected was required to be
executed.

(10) Any other record delivered on behalf of a limited
partnership to the Secretary of State for filing must be signed by
at least one general partner listed in the certificate of limited
partnership.

(11) A certificate of dissociation by a person pursuant to
paragraph (4) of subdivision (a) of Section 15906.05 stating that
the person has dissociated as a general partner must be signed by
that person.

(12) A certificate of withdrawal by a person pursuant to Section
15903.06 must be signed by that person.

(13) A record delivered on behalf of a foreign limited partnership
to the Secretary of State for filing must be signed by at least one
general partner of the foreign limited partnership.

(14) Any other record delivered on behalf of any person to the
Secretary of State for filing must be signed by that person.

(b) Any person may sign by an attorney in fact any record to
be filed pursuant to this chapter.

(c) The Secretary of State shall not be required to verify that
the person withdrawing or dissociating was ever actually named
in an official filing as a general or limited partner.

SEC. 25.  

Section 15902.07 of the Corporations Code is
amended to read:

15902.07.  

(a) A limited partnership or foreign limited
partnership may deliver to and on a form prescribed by the
Secretary of State for filing a certificate of correction containing
the name of the limited partnership or foreign limited partnership
and the Secretary of State’s file number for the limited partnership
or foreign limited partnership to correct a record previously
delivered by the limited partnership or foreign limited partnership
to the Secretary of State and filed by the Secretary of State, if at
the time of filing the record contained false or erroneous
information or was defectively signed.

(b) A certificate of correction may not state a delayed effective
date and must:

(1) describe the record to be corrected, including its filing date
and file number;

(2) specify the incorrect information and the reason it is incorrect
or the manner in which the signing was defective; and

(3) correct the incorrect information or defective signature.

(c) When filed by the Secretary of State, a certificate of
correction is effective retroactively as of the effective date of the
record the certificate corrects, but the certificate is effective when
filed:

(1) for the purposes of subdivisions (c) and (d) of Section
15901.03; and

(2) as to persons relying on the uncorrected record and adversely
affected by the correction.

SEC. 26.  

Section 15903.06 of the Corporations Code is
amended to read:

15903.06.  

(a) Except as otherwise provided in subdivision (b),
a person that makes an investment in a business enterprise and
erroneously but in good faith believes that the person has become
a limited partner in the enterprise is not liable for the enterprise’s
obligations by reason of making the investment, receiving
distributions from the enterprise, or exercising any rights of or
appropriate to a limited partner, if, on ascertaining the mistake,
the person:

(1) causes an appropriate certificate of limited partnership,
amendment, or certificate of correction to be signed and delivered
to the Secretary of State for filing; or

(2) withdraws from future participation as an owner in the
enterprise by signing and delivering to and on a form prescribed
by the Secretary of State for filing a certificate of withdrawal
containing the name of the limited partnership and the Secretary
of State’s file number of the limited partnership under this section.

(b) A person that makes an investment described in subdivision
(a) is liable to the same extent as a general partner to any third
party that enters into a transaction with the enterprise, believing
in good faith that the person is a general partner, before the
Secretary of State files a certificate of withdrawal, certificate of
limited partnership, amendment, or certificate of correction to
show that the person is not a general partner.

(c) If a person makes a diligent effort in good faith to comply
with paragraph (1) of subdivision (a) and is unable to cause the
appropriate certificate of limited partnership, amendment, or
certificate of correction to be signed and delivered to the Secretary
of State for filing, the person has the right to withdraw from the
enterprise pursuant to paragraph (2) of subdivision (a) even if the
withdrawal would otherwise breach an agreement with others that
are or have agreed to become co-owners of the enterprise.

SEC. 27.  

Section 15906.05 of the Corporations Code is
amended to read:

15906.05.  

(a) Upon a person’s dissociation as a general partner
all of the following apply:

(1) The person’s right to participate as a general partner in the
management and conduct of the partnership’s activities terminates.

(2) The person’s duty of loyalty as a general partner under
paragraph (3) of subdivision (b) of Section 15904.08 terminates.

(3) The person’s duty of loyalty as a general partner under
paragraphs (1) and (2) of subdivision (b) of Section 15904.08 and
duty of care under subdivision (c) of Section 15904.08 continue
only with regard to matters arising and events occurring before
the person’s dissociation as a general partner.

(4) The person may sign and deliver to the Secretary of State
on a form prescribed by the Secretary of State for filing, containing
the name of the limited partnership and the Secretary of State’s
file number of the limited partnership, a certificate of dissociation
pertaining to the person and, at the request of the limited
partnership, shall sign an amendment to the certificate of limited
partnership which states that the person has dissociated.

(5) Subject to Section 15907.04 and Article 11 (commencing
with Section 15911.01), any transferable interest owned by the
person immediately before dissociation in the person’s capacity
as a general partner is owned by the person as a mere transferee.

(b) A person’s dissociation as a general partner does not of itself
discharge the person from any obligation to the limited partnership
or the other partners which the person incurred while a general
partner.

SEC. 28.  

Section 15909.06 of the Corporations Code is
amended to read:

15909.06.  

If any statement in the application for registration
of a foreign limited partnership was false when made or any
statements made have become erroneous, the foreign limited
partnership shall promptly deliver to, and on a form prescribed by,
the Secretary of State an amendment to the application for
registration containing the name of the foreign limited partnership
and the Secretary of State’s file number of the foreign limited
partnership signed and acknowledged by the general partner
amending the statement. If a foreign limited partnership delivers
an amendment changing the name of the foreign limited partnership
in its jurisdiction of organization, annexed to the amendment to
the application for registration shall be a certificate from an
authorized public official of the foreign limited partnership’s
jurisdiction of organization to the effect that the foreign limited
partnership is in good standing and that the change of name was
made in accordance with the laws of that jurisdiction, if the laws
of that jurisdiction permit the issuance of those certificates, or, in
the alternative, a statement by the foreign limited partnership that
the laws of its jurisdiction of organization do not permit the
issuance of those certificates. Unless the Secretary of State
determines that the amendment to the application changing the
name or alternate name of a foreign limited partnership does not
comply with the filing requirements of this chapter, the Secretary
of State, upon payment of all requisite fees, shall file the amended
application and shall issue to the foreign limited partnership a new
certificate of registration stating the date of filing of the amendment
to the application changing the name and that the foreign limited
partnership is qualified to transact intrastate business, subject to
any licensing requirements otherwise imposed by the laws of this
state.

SEC. 29.  

Section 15909.07 of the Corporations Code is
amended to read:

15909.07.  

(a) In order to cancel its certificate of registration
to transact business in this state, a foreign limited partnership must
deliver to and on a form prescribed by the Secretary of State for
filing a certificate of cancellation containing the name of the
foreign limited partnership and the Secretary of State’s file number
of the foreign limited partnership signed and acknowledged by a
general partner of the foreign limited partnership. The registration
is canceled when the certificate becomes effective under Section
15902.06.

(b) A foreign limited partnership transacting business in this
state may not maintain an action or proceeding in this state unless
it has a certificate of registration to transact business in this state.

(c) Any foreign limited partnership that transacts intrastate
business in this state without registration is subject to a penalty of
twenty dollars ($20) for each day that the unauthorized intrastate
business is transacted, up to a maximum of ten thousand dollars
($10,000). An action to recover this penalty may be brought, and
any recovery shall be paid, as provided in Section 2258.

(d) The failure of a foreign limited partnership to have a
certificate of registration to transact business in this state does not
impair the validity of a contract or act of the foreign limited
partnership or prevent the foreign limited partnership from
defending an action or proceeding in this state.

(e) A partner of a foreign limited partnership is not liable for
the obligations of the foreign limited partnership solely by reason
of the foreign limited partnership’s having transacted business in
this state without a certificate of registration.

(f) If a foreign limited partnership transacts business in this state
without a certificate of registration or cancels its certificate of
registration, it appoints the Secretary of State as its agent for service
of process for rights of action arising out of the transaction of
business in this state.

SEC. 30.  

Section 15911.06 of the Corporations Code is
amended to read:

15911.06.  

(a) Upon conversion of a limited partnership, one
of the following applies:

(1) If the limited partnership is converting into a domestic
limited liability company, a statement of conversion shall be
completed on the articles of organization for the converted entity
and shall be filed with the Secretary of State.

(2) If the limited partnership is converting into a domestic
partnership, a statement of conversion shall be completed on the
statement of partnership authority for the converted entity. If no
statement of partnership authority is filed, a certificate of
conversion shall be filed separately with the Secretary of State.

(3) If the limited partnership is converting into a domestic
corporation, a statement of conversion shall be completed on the
articles of incorporation for the converted entity and shall be filed
with the Secretary of State.

(4) If the limited partnership is converting to a foreign limited
partnership or foreign other business entity, a certificate of
conversion shall be filed with the Secretary of State.

(b) Any certificate or statement of conversion shall be executed
and acknowledged by all general partners and shall set forth all of
the following:

(1) The name of the converting limited partnership and the
Secretary of State’s file number of the converting limited
partnership.

(2) A statement that the principal terms of the plan of conversion
were approved by a vote of the partners, that equaled or exceeded
the vote required under Section 15911.03, specifying each class
entitled to vote and the percentage vote required of each class.

(3) The form of organization of the converted entity.

(4) The street address of the converted entity’s agent for service
of process and the mailing address of the chief executive office of
the converted entity. If a corporation that has complied with Section
1505 is designated as the agent, no address for it shall be set forth.

(c) The filing with the Secretary of State of a certificate of
conversion or a statement of partnership authority, articles of
organization, or articles of incorporation containing a statement
of conversion as set forth in subdivision (a) shall have the effect
of the filing of a certificate of cancellation by the converting limited
partnership, and no converting limited partnership that has made
the filing is required to file a certificate of cancellation under
Section 15902.03 as a result of that conversion.

SEC. 31.  

Section 16309 of the Corporations Code is amended
to read:

16309.  

(a) The statement of partnership authority may
designate an agent for service of process. The agent may be an
individual 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 an individual is designated, the statement shall
include that person’s complete business or residence street address
in this state. If a corporate agent is designated, no address for that
agent shall be set forth.

(b) An agent designated for service of process may deliver to
the Secretary of State, on a form prescribed by the Secretary of
State for filing, a signed and acknowledged written statement of
resignation as an agent for service of process containing the name
of the partnership and the Secretary of State’s file number of the
partnership. On filing of the statement of resignation, the authority
of the agent to act in that capacity shall cease and the Secretary of
State shall mail or otherwise provide written notice of the filing
of the statement of resignation to the partnership at its principal
executive office.

(c) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
partnership and the Secretary of State’s file number for the
partnership and the name of the agent for service of process, the
agent disclaims having been properly appointed as the agent.

(d) If an individual who has been designated agent for service
of process dies or resigns or no longer resides in the state, or if the
corporate agent for that purpose resigns, dissolves, withdraws from
the state, forfeits its right to transact intrastate business, has its
corporate rights, powers, and privileges suspended, or ceases to
exist, the partnership or foreign partnership shall promptly file an
amended statement of partnership authority, designating a new
agent.

(e) The Secretary of State may destroy or otherwise dispose of
any statement of resignation filed pursuant to this section after a
new statement of partnership authority is filed pursuant to Section
16303 replacing the agent for service of process that has resigned.

SEC. 32.  

Section 16906 of the Corporations Code is amended
to read:

16906.  

(a) If the converting partnership has filed a statement
of partnership authority under Section 16303 that is effective at
the time of the conversion, then upon conversion to a domestic
limited partnership, limited liability company, or corporation, the
certificate of limited partnership, articles of organization, or articles
of incorporation filed by the converted entity, as applicable, shall
contain a statement of conversion, in that form as may be
prescribed by the Secretary of State. If the converting partnership
has not filed a statement of partnership authority under Section
16303 that is effective at the time of the conversion, upon
conversion to a domestic limited partnership, limited liability
company, or corporation, the converted entity may, but is not
required to file, on its certificate of limited partnership, articles of
organization, or articles of incorporation, a statement of conversion.
A statement of conversion shall set forth all of the following:

(1) The name of the converting partnership and the Secretary
of State’s file number, if any, of the converting partnership.

(2) A statement that the principal terms of the plan of conversion
were approved by a vote of the partners, which equaled or exceeded
the vote required under Section 16903.

(3) The name and street address of the partnership’s agent for
service of process. If a corporation qualified under Section 1505
is designated, no address for it shall be set forth.

(b) A partnership converting to a foreign other business entity
that has filed a statement of partnership authority under Section
16303 that is effective at the time of conversion may file a
certificate of conversion with the Secretary of State. The certificate
of conversion shall contain the following:

(1) The names of the converting partnership and the converted
entity.

(2) The street address of the converted entity’s chief executive
office and of an office in this state, if any.

(3) The form of organization of the converted entity.

(4) The name, street address, and mailing address of the
partnership’s agent for service of process. If a corporation qualified
under Section 1505 is designated as the agent, no address for it
shall be set forth.

(c) The filing with the Secretary of State of a certificate of
limited partnership, articles of organization, or articles of
incorporation containing a statement of conversion as set forth in
subdivision (a) or a certificate of conversion filed pursuant to
subdivision (b) shall have the effect of the filing of a cancellation
by the converting partnership of any statement of partnership
authority filed by it.

SEC. 33.  

Section 16915 of the Corporations Code is amended
to read:

16915.  

(a) In a merger involving a domestic partnership, in
which another partnership or a foreign other business entity is a
party, but in which no other domestic other business entity is a
party, the surviving partnership or surviving foreign other business
entity may file with the Secretary of State a statement that one or
more partnerships have merged into the surviving partnership or
surviving foreign other business entity, or that one or more
partnerships or foreign other business entities have merged into
the surviving domestic partnership. A statement of merger shall
contain the following:

(1) The name of each partnership or foreign other business entity
that is a party to the merger.

(2) The name of the surviving entity into which the other
partnerships or foreign other business entities were merged.

(3) The street address of the surviving entity’s chief executive
office and of an office in this state, if any.

(4) Whether the surviving entity is a partnership or a foreign
other business entity, specifying the type of the entity.

(b) In a merger involving a domestic partnership in which a
domestic other business entity is also a party, after approval of the
merger by the constituent partnerships and any constituent other
business entities, the constituent partnerships and constituent other
business entities shall file a certificate of merger in the office of,
and on a form prescribed by, the Secretary of State, but if the
surviving entity is a domestic corporation or a foreign corporation
in a merger in which a domestic corporation is a constituent party,
the surviving corporation shall file in the office of the Secretary
of State a copy of the agreement of merger and attachments
required under paragraph (1) of subdivision (g) of Section 1113.
The certificate of merger shall be executed and acknowledged by
each domestic constituent partnership by two partners (unless a
lesser number is provided in the partnership agreement) and by
each foreign constituent partnership by one or more partners, and
by each constituent other business entity by those persons required
to execute the certificate of merger by the laws under which the
constituent other business entity is organized. The certificate of
merger shall set forth all of the following:

(1) The names and the Secretary of State’s file numbers, if any,
of each of the constituent partnerships and constituent other
business entities, separately identifying the disappearing
partnerships and disappearing other business entities and the
surviving partnership or surviving other business entity.

(2) If a vote of the partners was required under Section 16911,
a statement that the principal terms of the agreement of merger
were approved by a vote of the partners, which equaled or exceeded
the vote required.

(3) If the surviving entity is a domestic partnership and not an
other business entity, any change to the information set forth in
any filed statement of partnership authority of the surviving
partnership resulting from the merger, including any change in the
name of the surviving partnership resulting from the merger. The
filing of a certificate of merger setting forth any changes to any
filed statement of partnership authority of the surviving partnership
shall have the effect of the filing of a certificate of amendment of
the statement of partnership authority by the surviving partnership,
and the surviving partnership need not file a certificate of
amendment under Section 16105 to reflect those changes.

(4) The future effective date or time (which shall be a date or
time certain not more than 90 days subsequent to the date of filing)
of the merger, if the merger is not to be effective upon the filing
of the certificate of merger with the office of the Secretary of State.

(5) If the surviving entity is an other business entity or a foreign
partnership, the full name, type of entity, legal jurisdiction in which
the entity was organized and by whose laws its internal affairs are
governed, and the address of the principal place of business of the
entity.

(6) Any other information required to be stated in the certificate
of merger by the laws under which each constituent other business
entity is organized.

(c) A statement of merger or a certificate of merger, as is
applicable under subdivision (a) or (b), shall have the effect of the
filing of a cancellation for each disappearing partnership of any
statement of partnership authority filed by it, and shall have the
effect of filing the notice of cessation required by Section 16954
or 16960, if applicable.

SEC. 34.  

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 street address of its principal office.

(3) The mailing address of its principal office, if different from
the street address.

(4) The name and street address of the agent for service of
process on the limited liability partnership in California in
accordance with subdivision (a) of Section 16309.

(5) A brief statement of the business in which the partnership
engages.

(6) Any other matters that the partnership determines to include.

(7) 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. The Secretary of State shall
include with instructional materials provided in conjunction with
the form for a registration under subdivision (a) a notice that filing
the registration will obligate the limited liability partnership to pay
an annual tax for that taxable year to the Franchise Tax Board
pursuant to Section 17948 of the Revenue and Taxation Code.
That notice shall be updated annually to specify the dollar amount
of the tax.

(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. The state board, commission, or other agency shall not
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.

(i) An agent designated for service of process may deliver to
the Secretary of State, on a form prescribed by the Secretary of
State for filing, a signed and acknowledged written statement of
resignation as an agent for service of process containing the name
of the limited liability partnership and the Secretary of State’s file
number of the limited liability partnership, the name of the
resigning agent for service of process, and a statement that the
agent is resigning. On filing of the statement of resignation, the
authority of the agent to act in that capacity shall cease and the
Secretary of State shall mail or otherwise provide written notice
of the filing of the statement of resignation to the limited liability
partnership at its principal office.

(j) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
limited liability partnership and Secretary of State’s file number
for the limited liability partnership and the name of the agent for
service of process, the agent disclaims having been properly
appointed as the agent.

(k) If an individual who has been designated agent for service
of process dies, resigns, or no longer resides in the state or if the
corporate agent for that purpose resigns, dissolves, withdraws from
the state, forfeits its right to transact intrastate business, has its
corporate rights, powers, and privileges suspended, or ceases to
exist, the limited liability partnership shall promptly file an
amended registration as a limited liability partnership designating
a new agent.

(l) The Secretary of State may destroy or otherwise dispose of
any statement of resignation filed pursuant to this section after a
new registration is filed pursuant to this section replacing the agent
for service of process that has resigned.

SEC. 35.  

Section 16959 of the Corporations Code, as amended
by Section 43 of Chapter 494 of the Statutes of 2012, 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 street address of its principal office, the mailing address of the
principal office if different from the street address, the name and
street address of its agent for service of process in this state in
accordance with subdivision (a) of Section 16309, 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) If the Secretary of State finds that an application for
registration conforms to law and all requisite fees have been paid,
the Secretary of State shall issue a certificate of registration to
transact intrastate business in this state.

(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 foreign 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. The Secretary of State shall
include with instructional materials, provided in conjunction with
the form for registration under subdivision (a), a notice that filing
the registration will obligate the limited liability partnership to pay
an annual tax for that taxable year to the Franchise Tax Board
pursuant to Section 17948 of the Revenue and Taxation Code.
That notice shall be updated annually to specify the dollar amount
of this tax.

(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, California engineer, California land
surveyor, or California attorney in another jurisdiction, or services
by an out-of-state architect, out-of-state public accountant,
out-of-state engineer, out-of-state land surveyor, or out-of-state
attorney in California.

(r) An agent designated for service of process may deliver to
the Secretary of State, on a form prescribed by the Secretary of
State for filing, a signed and acknowledged written statement of
resignation as an agent for service of process containing the name
of the foreign limited liability partnership and Secretary of State’s
file number of the foreign limited liability partnership, the name
of the resigning agent for service of process, and a statement that
the agent is resigning. On filing of the statement of resignation,
the authority of the agent to act in that capacity shall cease and the
Secretary of State shall mail or otherwise provide written notice
of the filing of the statement of resignation to the foreign limited
liability partnership at its principal office.

(s) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
foreign limited liability partnership and Secretary of State’s file
number for the foreign limited liability partnership and the name
of the agent for service of process, the agent disclaims having been
properly appointed as the agent.

(t) If an individual who has been designated agent for service
of process dies or resigns or no longer resides in the state, or if the
corporate agent for that purpose resigns, dissolves, withdraws from
the state, forfeits its right to transact intrastate business, has its
corporate rights, powers, and privileges suspended, or ceases to
exist, the foreign limited liability partnership shall promptly file
an amended application for registration as a foreign limited liability
partnership designating a new agent.

(u) The Secretary of State may destroy or otherwise dispose of
any resignation filed pursuant to this section after a new application
for registration as a foreign limited liability partnership is filed
pursuant to this section replacing the agent for service of process
that has resigned.

(v) This section shall remain in effect only until January 1, 2016,
and as of that date is repealed, unless a later enacted statute, that
is enacted before January 1, 2016, deletes or extends that date.

SEC. 36.  

Section 16959 of the Corporations Code, as amended
by Section 44 of Chapter 494 of the Statutes of 2012, 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 street address of its principal office, the mailing address of the
principal office if different from the street address, the name and
street address of its agent for service of process in this state in
accordance with subdivision (a) of Section 16309, 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) If the Secretary of State finds that an application for
registration conforms to law and all requisite fees have been paid,
the Secretary of State shall issue a certificate of registration to
transact intrastate business in this state.

(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 foreign 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. The Secretary of State shall
include with instructional materials, provided in conjunction with
the form for registration under subdivision (a), a notice that filing
the registration will obligate the limited liability partnership to pay
an annual tax for that taxable year to the Franchise Tax Board
pursuant to Section 17948 of the Revenue and Taxation Code.
That notice shall be updated annually to specify the dollar amount
of this tax.

(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.

(r) An agent designated for service of process may deliver to
the Secretary of State, on a form prescribed by the Secretary of
State for filing, a signed and acknowledged written statement of
resignation as an agent for service of process containing the name
of the foreign limited liability partnership and Secretary of State’s
file number of the foreign limited liability partnership, the name
of the resigning agent for service of process, and a statement that
the agent is resigning. On filing of the statement of resignation,
the authority of the agent to act in that capacity shall cease and the
Secretary of State shall mail or otherwise provide written notice
of the filing of the statement of resignation to the foreign limited
liability partnership at its principal office.

(s) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name and
Secretary of State’s file number for the foreign limited liability
partnership and the name of the agent for service of process, the
agent disclaims having been properly appointed as the agent.

(t) If an individual who has been designated agent for service
of process dies or resigns or no longer resides in the state, or if the
corporate agent for that purpose resigns, dissolves, withdraws from
the state, forfeits its right to transact intrastate business, has its
corporate rights, powers, and privileges suspended, or ceases to
exist, the foreign limited liability partnership shall promptly file
an amended application for registration as a foreign limited liability
partnership designating a new agent.

(u) The Secretary of State may destroy or otherwise dispose of
any resignation filed pursuant to this section after a new application
for registration as a foreign limited liability partnership is filed
pursuant to this section replacing the agent for service of process
that has resigned.

(v) This section shall become operative on January 1, 2016.

SEC. 37.  

Section 16960 of the Corporations Code is amended
to read:

16960.  

(a) The registration of a foreign 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, 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 liability 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. The notice
shall state that a final annual tax return, as described by Section
17948.3 of the Revenue and Taxation Code, has been or will be
filed with the Franchise Tax Board, as required under Part 10.2
(commencing with Section 18401) of the Revenue and Taxation
Code.

(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) If a foreign limited liability partnership files an amendment
changing the name of the foreign limited liability partnership in
its jurisdiction of organization, 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 certifying that the foreign limited liability partnership
is in good standing and that the change of name was made in
accordance with the laws of 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. Unless the Secretary of State
determines that the amendment to the application changing the
name or alternate name of a foreign limited liability partnership
does not comply with the filing requirements of this chapter, the
Secretary of State, upon payment of all requisite fees, shall file
the amended application and shall issue to the foreign limited
liability partnership a new certificate of registration stating the
date of filing of the amendment to the application changing the
name and that the foreign limited liability partnership is qualified
to transact intrastate business, subject to any licensing requirements
otherwise imposed by the laws of this state.

(f) 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.

(g) A notice of cessation, signed pursuant to subdivision (b),
shall be filed with the Secretary of State. The Secretary of State
shall notify the Franchise Tax Board of the cessation.

SEC. 38.  

Section 17701.09 of the Corporations Code is
amended to read:

17701.09.  

(a) Upon payment of the fee prescribed by Section
12190 of the Government Code, a person may apply to reserve the
exclusive use of the name of a limited liability company or foreign
limited liability company, including an alternative name for a
foreign limited liability company whose name is not available. If
the Secretary of State finds that the name applied for is available,
it shall reserve the name for the applicant’s exclusive use for up
to 60 days and issue a certificate of reservation. The Secretary of
State shall not issue certificates reserving the same name for two
or more consecutive 60-day periods to the same applicant or for
the use or benefit of the same person; nor shall consecutive
reservations be made by or for the use or benefit of the same person
for a name so similar as to fall within the prohibitions of
subdivision (b) of Section 17701.08.

(b) The owner of a name reserved for a limited liability company
or foreign limited liability company may transfer the reservation
to another person by delivering to the Secretary of State a signed
notice of the transfer which states the reserved name and the name
and address of the transferee.

SEC. 39.  

Section 17701.15 of the Corporations Code is
amended to read:

17701.15.  

(a) To resign as an agent for service of process of
a limited liability company or foreign limited liability company,
the agent shall deliver to the Secretary of State for filing, on a form
prescribed by the Secretary of State for filing, a signed and
acknowledged statement of resignation as an agent for service of
process containing the name of the limited liability company or
foreign limited liability company, the Secretary of State’s file
number for the limited liability company or foreign limited liability
company, the name of the resigning agent for service of process,
and a statement that the agent is resigning.

(b) The Secretary of State shall mail or otherwise provide written
notice of the statement of resignation to the designated office of
the limited liability company or, in the case of a foreign limited
liability company, to the principal office.

(c) Upon filing of the statement of resignation, the authority of
the agent to act in that capacity shall cease.

(d) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
limited liability company and Secretary of State’s file number for
the limited liability company and the name of the agent for service
of process, the agent disclaims having been properly appointed as
the agent.

(e) If an individual who has been designated agent for service
of process dies or resigns or no longer resides in the state, or if the
corporate agent for that purpose resigns, dissolves, withdraws from
the state, forfeits its right to transact intrastate business in this state,
has its corporate rights, powers, and privileges suspended, or ceases
to exist, the limited liability company or foreign limited liability
company shall promptly file an initial or amended statement of
information as set forth in Section 17702.09.

(f) The Secretary of State may destroy or otherwise dispose of
a resignation filed pursuant to this section after a new form is filed
pursuant to Section 17702.09 replacing the agent for service of
process that has resigned.

SEC. 40.  

Section 17702.02 of the Corporations Code is
amended to read:

17702.02.  

(a) The articles of organization may be amended
or restated at any time.

(b) To amend its articles of organization, a limited liability
company shall deliver to the Secretary of State a certificate of
amendment, on a form prescribed by the Secretary of State for
filing, stating all of the following:

(1) The present name of the limited liability company.

(2) The Secretary of State’s file number for the limited liability
company.

(3) The changes the amendment makes to the articles of
organization as most recently amended or restated.

(c) To restate its articles of organization, a limited liability
company shall deliver to the Secretary of State for filing, on a form
prescribed by the Secretary of State entitled “Restated Articles of
Organization,” stating, as applicable, the following:

(1) The present name of the limited liability company and the
Secretary of State’s file number for the limited liability company.

(2) The entire text of the articles of organization as amended to
the date of filing, except that if the limited liability company has
filed a statement of information under Section 17702.09, the initial
street address, the initial mailing address, and the name and address
of the initial agent for service of process shall not be set forth.

(d) Subject to subdivision (c) of Section 17701.12 and
subdivision (c) of Section 17702.05, an amendment to or
restatement of the articles of organization is effective when filed
by the Secretary of State and shall be duly executed by at least one
manager of a manager-managed limited liability company or at
least one member of a member-managed limited liability company
unless a greater number is provided in the articles of organization.

(e) If a member of a member-managed limited liability company,
or a manager of a manager-managed limited liability company,
knows that any information in filed articles of organization was
inaccurate when the articles were filed or has become inaccurate
owing to changed circumstances, the member or manager shall
promptly do the following:

(1) Cause the articles to be amended.

(2) If appropriate, deliver to the Secretary of State for filing a
statement of information under Section 17701.14 or a certificate
of correction under Section 17702.06.

(f) A limited liability company shall not amend its articles of
organization pursuant to subdivision (b) or restate its articles of
organization pursuant to subdivision (c) in order to change its
designated office, its mailing address, its agent for service of
process, or the address of its agent for service of process. To change
that information, the limited liability company shall deliver to the
Secretary of State for filing a statement of information under
Section 17701.14.

SEC. 41.  

Section 17702.03 of the Corporations Code is
amended to read:

17702.03.  

(a) A record delivered to the Secretary of State for
filing pursuant to this title shall be signed as follows:

(1) Except as otherwise provided in paragraphs (2) and (3), a
record signed on behalf of a limited liability company shall be
signed by a person authorized by the limited liability company.

(2) A limited liability company’s initial articles of organization
shall be signed by at least one person acting as an organizer.

(3) A record filed on behalf of a dissolved limited liability
company that has no members shall be signed by the person
winding up the limited liability company’s activities or a person
appointed under Section 17707.04 to wind up those activities.

(4) A certificate of cancellation under Section 17707.02 shall
be signed by each organizer that signed the initial articles of
organization, but a personal representative of a deceased or
incompetent organizer may sign in the place of the decedent or
incompetent.

(5) A certificate of cancellation under Section 17707.08 shall
be signed by a majority of managers unless the event causing the
dissolution that is specified in subdivision (c) of Section 17707.01
occurs, in which case the certificate of cancellation shall be signed
as provided in paragraph (3).

(6) A certificate of correction shall be executed in the same
manner in which the record being corrected was required to be
executed.

(b) Any record filed under this title may be signed by an agent.

(c) A limited liability company may record in the office of the
county recorder of any county in this state, and county recorders,
on request, shall record a certified copy of the limited liability
company articles of organization and any exhibit or attachment,
or any amendment or correction thereto, that has been filed in the
office of the Secretary of State. A foreign limited liability company
may record in the office of the county recorder of any county in
the state a certified copy of the application for registration of the
foreign limited liability company, or any amendment thereto, that
has been filed in the office of the Secretary of State. The recording
shall create a conclusive presumption in favor of any bona fide
purchaser or encumbrancer for value of the limited liability
company real property located in the county in which the certified
copy has been recorded, of the statements contained therein.

(d) If the Secretary of State determines that an instrument
submitted for filing or otherwise submitted does not conform to
the law and returns it to the person submitting it, the instrument
may be resubmitted accompanied by a written opinion of a member
of the State Bar of California submitting the instrument or
representing the person submitting it, to the effect that the specific
provisions of the instrument objected to by the Secretary of State
do conform to law and stating the points and authorities upon
which the opinion is based. The Secretary of State shall rely, with
respect to any disputed point of law, other than the application of
Sections 17701.08, 17701.09, 17708.02, and 17708.03, upon that
written opinion in determining whether the instrument conforms
to law. The date of filing in that case shall be the date the
instrument is received on resubmission.

SEC. 42.  

Section 17702.06 of the Corporations Code is
amended to read:

17702.06.  

(a) A limited liability company or foreign limited
liability company may deliver to the Secretary of State for filing
a certificate of correction on a form prescribed by the Secretary
of State to correct a record previously delivered by the limited
liability company or foreign limited liability company to the
Secretary of State and filed by the Secretary of State, if at the time
of filing the record contained inaccurate information or was
defectively signed.

(b) A certificate of correction under subdivision (a) may not
state a delayed effective date and shall do all of the following:

(1) State the present name of the limited liability company or
foreign limited liability company and the Secretary of State’s file
number.

(2) Describe the title to the document to be corrected, including
its filing date.

(3) Set forth the name of each party to the document to be
corrected.

(4) Specify the inaccurate information and the reason it is
inaccurate or the manner in which the signing was defective.

(5) Correct the defective signature or inaccurate information.

(c) A certificate of correction shall be executed in the same
manner in which the record being corrected was required to be
executed.

(d) When filed by the Secretary of State, a certificate of
correction under subdivision (a) is effective retroactively as of the
effective date of the record the certificate corrects, but the statement
is effective when filed as to persons that previously relied on the
uncorrected record and would be adversely affected by the
retroactive effect.

SEC. 43.  

Section 17707.08 of the Corporations Code is
amended to read:

17707.08.  

(a) (1) The managers shall sign and 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 Article 7 (commencing with
Section 17707.01), unless the event causing the dissolution is that
specified in subdivision (c) of Section 17707.01, in which case the
persons conducting the winding up of the limited liability
company’s affairs pursuant to Section 17707.04 shall have the
obligation to sign and cause to be filed 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 persons filing the certificate of
dissolution determine to include.

(C) The event listed in Section 17707.01 causing dissolution.

(3) If a dissolution pursuant to subdivision (b) of Section
17707.01 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 persons who filed the certificate of dissolution shall
sign and 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 Section 17707.06,
unless the event causing the dissolution is that specified in
subdivision (c) of Section 17707.01, in that case the persons
conducting the winding up of the limited liability company’s affairs
pursuant to Section 17707.04 shall have the obligation to sign and
cause to be filed 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) That a final franchise tax return, as described by Section
23332 of the Revenue and Taxation Code, or a final annual tax
return, as described by Section 17947 of the Revenue and Taxation
Code, has been or will be filed with the Franchise Tax Board, as
required under Part 10.2 (commencing with Section 18401) of
Division 2 of the Revenue and Taxation Code.

(C) That upon the filing of the certificate of cancellation, the
limited liability company shall be canceled and its powers, rights,
and privileges shall cease.

(D) Any other information the persons 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.

(c) Upon filing a certificate of cancellation pursuant to
subdivision (b), a limited liability company shall be canceled and
its powers, rights, and privileges shall cease.

SEC. 44.  

Section 17708.05 of the Corporations Code is
amended to read:

17708.05.  

(a) A foreign limited liability company whose name
does not comply with Section 17701.08 shall not obtain a certificate
of registration until it adopts, for the purpose of transacting
intrastate business in this state, an alternate name that complies
with Section 17701.08. A foreign limited liability company that
adopts an alternate name under this subdivision and obtains a
certificate of registration with the alternate name need not comply
with fictitious or assumed name statutes. After obtaining a
certificate of registration with an alternate name, a foreign limited
liability company shall transact intrastate business in this state
under the alternate name unless the limited liability company is
authorized under fictitious or assumed name statutes to transact
intrastate business in this state under another name.

(b) (1) If a foreign limited liability company authorized to
transact intrastate business in this state changes its name or its
alternate name or relinquishes its alternate name, the foreign limited
liability company shall not thereafter transact intrastate business
in this state under that name or alternate name until it delivers an
amended application to register, on a form prescribed by the
Secretary of State, to the Secretary of State for filing. A foreign
limited liability company shall not change its alternate name unless
its name does not comply with Section 17701.08.

(A) If the new name of the foreign limited liability company
does not comply with Section 17701.08, an alternate name, if one
has not been adopted, shall be adopted pursuant to subdivision (a).

(B) If the new name of the foreign limited liability company
complies with Section 17701.08, the foreign limited liability
company shall not adopt an alternate name pursuant to subdivision
(a) and shall relinquish any alternate name. A foreign limited
liability company that registered to transact intrastate business
with an alternate name prior to January 1, 2014, shall not be
required to relinquish the alternate name.

(C) If the foreign limited liability company is changing its
alternate name, the new alternate name shall comply with Section
17701.08.

(2) The amended application for registration shall state the
Secretary of State’s file number, the name or alternate name, and
the new name or new alternate name adopted under subdivision
(a). Except as otherwise provided in subparagraph (B) of paragraph
(1), if the name of the limited liability company complies with
Section 17701.08, the amended application for registration also
shall contain the alternate name being relinquished.

(3) The foreign limited liability company shall deliver with the
amended application to register a certificate, issued by the Secretary
of State or other official having custody of the foreign limited
liability company’s publicly filed records in the state or other
jurisdiction under whose law the limited liability company is
formed, that certifies the change of name was made in accordance
with the laws of that state or other jurisdiction. The certificate is
not required if the foreign limited liability company is changing
only its alternate name and the foreign limited liability company’s
name does not comply with Section 17701.08.

(4) Upon the filing of the amended application to register with
the Secretary of State, the Secretary of State shall issue to the
foreign limited liability company a new certificate of registration
in accordance with Section 17708.04.

SEC. 45.  

Section 17708.06 of the Corporations Code is
amended to read:

17708.06.  

(a) To cancel its registration to transact intrastate
business in this state, a foreign limited liability company shall
deliver to the Secretary of State for filing a certificate of
cancellation, signed by a person with authority to do so under the
law of the state of its organization, stating all of the following:

(1) The name under which the foreign limited liability company
is authorized to transact intrastate business in this state, and the
Secretary of State’s file number for the foreign limited liability
company.

(2) That a final franchise tax return, as described by Section
23332 of the Revenue and Taxation Code, or a final annual tax
return, as described by Section 17947 of the Revenue and Taxation
Code, has been or will be filed with the Franchise Tax Board, as
required under Part 10.2 (commencing with Section 18401) of
Division 2 of the Revenue and Taxation Code.

(3) That upon the filing of the certificate of cancellation the
registration of the foreign limited liability company shall be
canceled and its right to conduct intrastate business shall cease.

(b) The registration is canceled when the certificate of
cancellation becomes effective.

(c) The Secretary of State may cancel the application and
certificate of registration of a foreign limited liability company 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 the 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.

SEC. 46.  

Section 17710.06 of the Corporations Code is
amended to read:

17710.06.  

(a) Upon conversion of a limited liability company,
one of the following applies:

(1) If the limited liability company is converting into a domestic
limited partnership, a statement of conversion shall be completed
on a certificate of limited partnership for the converted entity and
shall be filed with the Secretary of State.

(2) If the limited liability company is converting into a domestic
partnership, a statement of conversion shall be completed on the
statement of partnership authority for the converted entity. If no
statement of partnership authority is filed, a certificate of
conversion shall be filed separately with the Secretary of State.

(3) If the limited liability company is converting into a domestic
corporation, a statement of conversion shall be completed on the
articles of incorporation for the converted entity and shall be filed
with the Secretary of State.

(4) If the limited liability company is converting to a foreign
limited liability company or foreign other business entity, a
certificate of conversion shall be filed with the Secretary of State.

(b) Any certificate or statement of conversion shall be executed
and acknowledged by all members, unless a lesser number is
provided in the articles of organization or operating agreement,
and shall set forth all of the following:

(1) The name of the converting limited liability company and
the Secretary of State’s file number of the converting limited
liability company.

(2) A statement that the principal terms of the plan of conversion
were approved by a vote of the members, that equaled or exceeded
the vote required under Section 17710.03, specifying each class
entitled to vote and the percentage vote required of each class.

(c) A certificate of conversion shall set forth all of the following:

(1) The name, form, and jurisdiction of organization of the
converted entity.

(2) The name, street, and mailing address of the converted
entity’s agent for service of process.

(3) The street address of the converted entity’s chief executive
office.

(d) The filing with the Secretary of State of a certificate of
conversion, a certificate of limited partnership, a statement of
partnership authority, or articles of incorporation containing a
statement of conversion as set forth in subdivision (a) shall have
the effect of the filing of a certificate of cancellation by the
converting limited liability company, and no converting limited
liability company that has made the filing is required to take any
action under Article 7 (commencing with Section 17707.01) as a
result of that conversion.

(e) For the purposes of this title, the certificate of conversion
shall be on a form prescribed by the Secretary of State.

SEC. 47.  

Section 17710.14 of the Corporations Code is
amended to read:

17710.14.  

(a) If the surviving entity is a limited liability
company or an other business entity, other than a corporation in a
merger in which a domestic corporation is a constituent party, after
approval of a merger by the constituent limited liability companies
and any constituent other business entities, the constituent limited
liability companies and constituent other business entities shall
file a certificate of merger in the office of, and on a form prescribed
by, the Secretary of State. The certificate of merger shall be
executed and acknowledged by each domestic constituent limited
liability company by all managers, or if none, all members unless
a lesser number is provided in the articles of organization or
operating agreement of the domestic constituent limited liability
company and by each foreign constituent limited liability company
by one or more managers, or if none, members, and by each
constituent other business entity by those persons required to
execute the certificate of merger by the laws under which the
constituent other business entity is organized. The certificate of
merger shall set forth all of the following:

(1) The names and the Secretary of State’s file numbers, if any,
of each of the constituent limited liability companies and
constituent other business entities, separately identifying the
disappearing limited liability companies and disappearing other
business entities and the surviving limited liability company or
surviving other business entity.

(2) If a vote of the members was required pursuant to Section
17710.12, a statement setting forth the total number of outstanding
interests of each class entitled to vote on the merger and that the
principal terms of the agreement of merger were approved by a
vote of the number of interests of each class that equaled or
exceeded the vote required, specifying each class entitled to vote
and the percentage vote required of each class.

(3) If the surviving entity is a limited liability company and not
an other business entity, any change required to the information
set forth in the articles of organization of the surviving limited
liability company resulting from the merger, including any change
in the name of the surviving limited liability company resulting
from the merger. The filing of a certificate of merger setting forth
any such changes to the articles of organization of the surviving
limited liability company shall have the effect of the filing of a
certificate of amendment by the surviving limited liability
company, and the surviving limited liability company need not
file an amendment under Section 17702.02 to reflect those changes.

(4) The future effective date, that shall be a date certain not
more than 90 days subsequent to the date of filing of the merger,
if the merger is not to be effective upon the filing of the certificate
of merger with the office of the Secretary of State.

(5) If the surviving entity is an other business entity or a foreign
limited liability company, the full name of the entity, type of entity,
legal jurisdiction where the entity was organized and by whose
laws its internal affairs are governed, and the address of the
principal place of business of the entity.

(6) Any other information required to be stated in the certificate
of merger by the laws where each constituent other business entity
is organized, including if a domestic corporation is a party to the
merger, as required under paragraph (2) of subdivision (g) of
Section 1113. If the surviving entity is a foreign limited liability
company in a merger where a domestic corporation is a
disappearing other business entity, a copy of the agreement of
merger and attachments as required under paragraph (1) of
subdivision (g) of Section 1113 shall be filed at the same time as
the filing of the certificate of merger.

(b) If the surviving entity is a domestic corporation or a foreign
corporation in a merger that a domestic corporation is a constituent
party, after approval of the merger by the constituent limited
liability companies and constituent other business entities, the
surviving corporation shall file in the office of the Secretary of
State a copy of the agreement of merger and attachments required
under paragraph (1) of subdivision (g) of Section 1113. The
certificate of merger shall be executed and acknowledged by each
domestic constituent limited liability company by all of the
managers, unless a lesser number is provided in the articles of
organization of the limited liability company.

(c) A certificate of merger or the agreement of merger, as is
applicable under subdivisions (a) and (b), shall have the effect of
the filing of a certificate of cancellation for each disappearing
limited liability company, and no disappearing limited liability
company need take any action under Article 7 (commencing with
Section 17707.01) concerning dissolution as a result of the merger.

(d) If a disappearing other entity is a foreign corporation
qualified to transact intrastate business in this state, the filing of
the certificate of merger or agreement of merger, as is applicable,
by the foreign corporation shall automatically surrender its right
to transact intrastate business.

SEC. 48.  

Section 18210 of the Corporations Code is amended
to read:

18210.  

(a) An agent designated by an unincorporated
association for the service of process may deliver to the Secretary
of State, on a form prescribed by the Secretary of State for filing,
a signed and acknowledged written statement of resignation as an
agent for service of process containing the name of the
unincorporated association and Secretary of State’s file number
of the unincorporated association, the name of the resigning agent
for service of process, and a statement that the agent is resigning.
The resignation is effective when filed. The Secretary of State
shall mail or otherwise provide written notice of the filing to the
unincorporated association at its address set out in the statement
filed by the association.

(b) An unincorporated association may at any time file with the
Secretary of State a revocation of a designation of an agent for
service of process on a form prescribed by the Secretary of State
containing the name of the unincorporated association and
Secretary of State’s file number for the unincorporated association,
the name of the agent whose designation to accept service of
process is being revoked and a statement that the unincorporated
association has revoked the designation to accept service of
process. The revocation is effective when filed.

(c) Notwithstanding subdivisions (a) and (b), service made on
an agent designated by an unincorporated association for service
of process in the manner provided in subdivision (e) of Section
18200 is effective if made within 30 days after the statement of
resignation or the revocation is filed with the Secretary of State.

(d) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
unincorporated association and Secretary of State’s file number
for the unincorporated association and the name of the agent for
service of process, the agent disclaims having been properly
appointed as the agent.

(e) The Secretary of State may destroy or otherwise dispose of
any resignation filed pursuant to this section after a new form is
filed pursuant to Section 18200 replacing the agent for service of
process that has resigned.

SEC. 49.  

Section 14101.6 of the Financial Code is amended
to read:

14101.6.  

(a) Every credit union shall, within 90 days after the
filing of its original articles and annually thereafter during the
applicable filing period in each year, file, in a form prescribed by
the Secretary of State, a statement containing: (1) the name of the
credit union and the Secretary of State’s file number; (2) the names
and complete business or residence addresses of its chief executive
officers, secretary, and chief financial officer; (3) the street address
of its principal office, if any; (4) if the credit union chooses to
receive renewal notices and any other notifications from the
Secretary of State by electronic mail instead of by United States
mail, a valid electronic mail address for the credit union or for the
credit union’s designee to receive those notices; and (5) the mailing
address of the credit union, if different from the street address of
its principal office.

(b) The statement required by subdivision (a) shall also
designate, as the agent of the credit union for the purpose of service
of process, a natural person residing in this state or any domestic
or foreign business corporation that has complied with Section
1505 of the Corporations Code 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 street 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 credit union shall be the calendar month during which its
original articles were filed and the immediately preceding five
calendar months. The Secretary of State shall provide a notice to
each credit union to comply with this section approximately three
months prior to the close of the applicable filing period. The notice
shall state the due date for compliance and shall be sent to the last
address of the credit union according to the records of the Secretary
of State if the credit union has elected to receive notices from the
Secretary of State by electronic mail. Neither the failure of the
Secretary of State to provide the notice nor the failure of the credit
union 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 credit union may file a current statement
containing all the information required thereby. 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) An agent designated for service of process pursuant to
subdivision (b) may deliver to the Secretary of State, on a form
prescribed by the Secretary of State for filing, a signed and
acknowledged written statement of resignation as an agent for
service of process containing the name of the credit union and
Secretary of State’s file number of the credit union, the name of
the agent, and a statement that the agent is resigning. Thereupon
the authority of the agent to act in such capacity shall cease and
the Secretary of State forthwith shall notify the credit union of the
filing of the statement of resignation.

(f) If a natural person who has been designated agent for service
of process pursuant to subdivision (b) dies or resigns or no longer
resides in the state, or if the corporate agent for such purpose
resigns, dissolves, withdraws from the state, forfeits its right to
transact intrastate business, has its corporate rights, powers, and
privileges suspended or ceases to exist, the credit union shall
forthwith file a new statement designating a new agent conforming
to the requirements of subdivision (a).

(g) The resignation of an agent may be effective if, on a form
prescribed by the Secretary of State containing the name of the
credit union and Secretary of State’s file number for the credit
union and the name of the agent for service of process, the agent
disclaims having been properly appointed as the agent.

(h) The Secretary of State may destroy or otherwise dispose of
any statement or resignation filed pursuant to this section after it
has been superseded by the filing of a new statement.

(i) This section shall not be construed to place any person
dealing with the credit union on notice of or in any duty to inquire
about the existence or content of the statement filed pursuant to
this section.

SEC. 50.  

Section 12261 of the Government Code is amended
to read:

12261.  

(a) The Secretary of State shall reinstate to active status
on its records, a business entity for which a court finds any of the
following:

(1) The factual representations by a shareholder, member,
partner, or other person that are contained in the termination
document are materially false.

(2) The submission of the termination document to the Secretary
of State for filing is fraudulent.

(b) If a court of competent jurisdiction orders reinstatement of
a business entity to active status on any of the grounds stated in
paragraph (1) or (2) of subdivision (a), the order for reinstatement
shall state all of the following:

(1) The specific grounds for reinstatement.

(2) That if there is a conflict with the entity name under
subdivision (b) of Section 201, subdivision (b) of Section 5122,
subdivision (c) of Section 7122, subdivision (b) of Section 9122,
subdivision (b) of Section 12302, subdivision (d) of Section
15901.08, subdivision (b) of Section 17701.08 of the Corporations
Code, or related statutes, the reinstatement shall be conditioned
upon the business entity concurrently submitting for filing an
amendment to change its name to eliminate the conflict along with
the certified copy of the order required by Section 12263.

(3) That the business entity shall be reinstated effective from
the date of the filing of the court order with the Secretary of State.

(c) The court order for reinstatement may be obtained by
submitting a petition to the superior court containing the legal and
factual basis for reinstatement or as part of a civil action for
damages or equitable relief. The Secretary of State shall not be
made a party to the proceeding.

begin insert

begin insert SEC. 51. end insert   

end insert begin insert

Section 2.5 of this bill incorporates amendments to
Section 1155 of the Corporations Code proposed by both this bill
and Senate Bill 1301. It shall only become operative if (1) both
bills are enacted and become effective on or before January 1,
2015, (2) each bill amends Section 1155 of the Corporations Code,
and (3) this bill is enacted after Senate Bill 1301, in which case
Section 2 of this bill shall not become operative.

end insert

begin insert

begin insert SEC. 52. end insert   

end insert begin insert

Section 9.5 of this bill incorporates amendments to
Section 3304 of the Corporations Code proposed by both this bill
and Senate Bill 1301. It shall only become operative if (1) both
bills are enacted and become effective on or before January 1,
2015, (2) each bill amends Section 3304 of the Corporations Code,
and (3) this bill is enacted after Senate Bill 1301, in which case
Section 9 of this bill shall not become operative.

end insert