AB 1471: Business entities: filings.
- Session Year: 2015-2016
- House: Assembly
- Latest Version Date: 2015-08-12
(1)The General Corporation Law, the Social Purpose Corporations Act, and the California Revised Uniform Limited Liability Company Act, authorize the Secretary of State, upon payment of a fee by the applicant, to issue a certificate of reservation of any name, not otherwise prohibited.
The bill would make a nonsubstantive change to the cross-reference of the requirement to pay a fee by the applicant in these laws.
(2)The General Corporation Law and the Social Purpose Corporations Act limit the Secretary of State from issuing a certificate reserving any name that is likely to mislead the public or the same name for 2 or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person, partnership, firm, corporation, or social purpose corporation, as applicable.
This bill would specify that the Secretary of State may reserve that name to the use or benefit of a person, as provided.
(3)The Social Purpose Corporations Act does not prohibit the Secretary of State from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which bank, trust, trustee, or related words appear, if the articles are endorsed with the approval of the Commissioner of Financial Institutions. Existing law reorganized the Department of Financial Institutions and the Commissioner of Financial Institutions into the Department of Business Oversight headed by a Commissioner of Business Oversight.
This bill would add another basis under which the Secretary of State is not prohibited from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which bank, trust, trustee, or related words appear, and would change the name of the Commissioner of Financial Institutions to the Commissioner of Business Oversight.
(4)The General Corporation Law, the Uniform Limited Partnership Act of 2008, and the Uniform Partnership Act of 1994 authorize a business entity formed under its respective provisions to be converted into another business entity under certain conditions, including, among others, that the execution of a statement or certificate of conversion set forth a name and street address, as specified.
This bill would specify that the statement or certificate of conversion set forth the name, mailing address, and street address of the converted entitys agent for service of process.
(5)The California Revised Uniform Limited Liability Company Act requires a record delivered to the Secretary of State for filing under its provisions to be signed by particular individuals, as specified. The act specifically requires the person who filed a certificate of dissolution to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.
This bill would revise the general provisions relating to the particular individual required to sign a record, and instead require the managers to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.
(1)The General Corporation Law, the Social Purpose Corporations Act, and the California Revised Uniform Limited Liability Company Act, authorize the Secretary of State, upon payment of a fee by the applicant, to issue a certificate of reservation of any name, not otherwise prohibited.
The bill would make a nonsubstantive change to the cross-reference of the requirement to pay a fee by the applicant in these laws.
(2)The General Corporation Law and the Social Purpose Corporations Act limit the Secretary of State from issuing a certificate reserving any name that is likely to mislead the public or the same name for 2 or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person, partnership, firm, corporation, or social purpose corporation, as applicable.
This bill would specify that the Secretary of State may reserve that name to the use or benefit of a person, as provided.
(3)The Social Purpose Corporations Act does not prohibit the Secretary of State from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which bank, trust, trustee, or related words appear, if the articles are endorsed with the approval of the Commissioner of Financial Institutions. Existing law reorganized the Department of Financial Institutions and the Commissioner of Financial Institutions into the Department of Business Oversight headed by a Commissioner of Business Oversight.
This bill would add another basis under which the Secretary of State is not prohibited from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which bank, trust, trustee, or related words appear, and would change the name of the Commissioner of Financial Institutions to the Commissioner of Business Oversight.
(4)The General Corporation Law, the Uniform Limited Partnership Act of 2008, and the Uniform Partnership Act of 1994 authorize a business entity formed under its respective provisions to be converted into another business entity under certain conditions, including, among others, that the execution of a statement or certificate of conversion set forth a name and street address, as specified.
This bill would specify that the statement or certificate of conversion set forth the name, mailing address, and street address of the converted entitys agent for service of process.
(5)The California Revised Uniform Limited Liability Company Act requires a record delivered to the Secretary of State for filing under its provisions to be signed by particular individuals, as specified. The act specifically requires the person who filed a certificate of dissolution to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.
This bill would revise the general provisions relating to the particular individual required to sign a record, and instead require the managers to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.
(1)The General Corporation Law, the Social Purpose Corporations Act, and the California Revised Uniform Limited Liability Company Act, authorize the Secretary of State, upon payment of a fee by the applicant, to issue a certificate of reservation of any name, not otherwise prohibited.
The bill would make a nonsubstantive change to the cross-reference of the requirement to pay a fee by the applicant in these laws.
(2)The General Corporation Law and the Social Purpose Corporations Act limits limit the Secretary of State from issuing a certificate reserving any name that is likely to mislead the public or the same name for 2 or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person, partnership, firm, corporation, or social purpose corporation, as applicable.
This bill would specify that the Secretary of State may reserve that name to the use or benefit of a person, as provided.
(3)The Social Purpose Corporations Act does not prohibit the Secretary of State from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which bank, trust, trustee, or related words appear, if the articles are endorsed with the approval of the Commissioner of Financial Institutions. Existing law reorganized the Department of Financial Institutions and the Commissioner of Financial Institutions into the Department of Business Oversight headed by a Commissioner of Business Oversight.
This bill would add another basis under which the Secretary of State is not prohibited from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which bank, trust, trustee, or related words appear, and would change the name of the Commissioner of Financial Institutions to the Commissioner of Business Oversight.
(4)The General Corporation Law, the Uniform Limited Partnership Act of 2008, and the Uniform Partnership Act of 1994 authorize a business entity formed under its respective provisions to be converted into another business entity under certain conditions, including, among others, that the execution of a statement or certificate of conversion set forth a name and street address, as specified.
This bill would specify that the statement or certificate of conversion set forth the name, mailing address, and street address of the converted entitys agent for service of process.
(5)The California Revised Uniform Limited Liability Company Act requires a record delivered to the Secretary of State for filing under its provisions to be signed by particular individuals, as specified. The act specifically requires the person who filed a certificate of dissolution to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.
This bill would revise the general provisions relating to the particular individual required to sign a record, and instead require the managers to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.
(1)Existing law, the The General Corporations Corporation Law, the Social Purpose Corporations Act, and the California Revised Uniform Limited Liability Company Act, authorize the Secretary of State, upon payment of a fee by the applicant, to issue a certificate of reservation of any name, not otherwise prohibited.
The bill would make a nonsubstantive change to the cross-reference of the requirement to pay a fee by the applicant in these laws.
(2)The General Corporation Law and the Social Purpose Corporations Act limits the Secretary of State from issuing a certificate reserving any name that is likely to mislead the public or the same name for 2 or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person, partnership, firm, corporation, or social purpose corporation, as applicable.
This bill would specify that the Secretary of State may reserve that name to the use or benefit of a person, as provided.
(3) The Social Purpose Corporations Act does not prohibit the Secretary of State from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which bank, trust, trustee, or related words appear, if the articles are endorsed with the approval of the Commissioner of Financial Institutions. Existing law reorganized the Department of Financial Institutions and the Commissioner of Financial Institutions into the Department of Business Oversight headed by a Commissioner of Business Oversight.
This bill would add another basis under which the Secretary of State is not prohibited from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which bank, trust, trustee, or related words appear, and would change the name of the Commissioner of Financial Institutions to the Commissioner of Business Oversight.
(4)The General Corporation Law, the Uniform Limited Partnership Act of 2008, and the Uniform Partnership Act of 1994 authorize a business entity formed under its respective provisions to be converted into another business entity under certain conditions, including, among others, that the execution of a statement or certificate of conversion set forth a name and street address, as specified.
This bill would specify that the statement or certificate of conversion set forth the name, mailing address, and street address of the converted entitys agent for service of process.
(5)The California Revised Uniform Limited Liability Company Act requires a record delivered to the Secretary of State for filing under its provisions to be signed by particular individuals, as specified. The act specifically requires the person who filed a certificate of dissolution to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.
This bill would revise the general provisions relating to the particular individual required to sign a record, and instead require the managers to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.
Existing
(1)Existing law, the General Corporations law, authorizes Law, the Social Purpose Corporations Act, and the California Revised Uniform Limited Liability Company Act, authorize the Secretary of State, upon payment of a fee by the applicant, to issue a certificate of reservation of any name, not otherwise prohibited.
The bill would make a nonsubstantive change. change to the cross-reference of the requirement to pay a fee by the applicant in these laws.
(2)The General Corporation Law and the Social Purpose Corporations Act limits the Secretary of State from issuing a certificate reserving any name that is likely to mislead the public or the same name for 2 or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person, partnership, firm, corporation, or social purpose corporation, as applicable.
This bill would specify that the Secretary of State may reserve that name to the use or benefit of a person, as provided.
(3) The Social Purpose Corporations Act does not prohibit the Secretary of State from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which bank, trust, trustee, or related words appear, if the articles are endorsed with the approval of the Commissioner of Financial Institutions. Existing law reorganized the Department of Financial Institutions and the Commissioner of Financial Institutions into the Department of Business Oversight headed by a Commissioner of Business Oversight.
This bill would add another basis under which the Secretary of State is not prohibited from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which bank, trust, trustee, or related words appear, and would change the name of the Commissioner of Financial Institutions to the Commissioner of Business Oversight.
Existing law, the General Corporations law, authorizes the Secretary of State, upon payment of a fee by the applicant, to issue a certificate of reservation of any name, not otherwise prohibited.
The bill would make a nonsubstantive change.
(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.
(b)The Secretary of State shall not file articles which set forth a name which is likely to mislead the public or which is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name which a foreign corporation has assumed under subdivision (b) of Section 2106, a name which will become the record name of a domestic or foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name which is under reservation for another corporation pursuant to this title, except that a corporation may adopt a name that is substantially the same as an existing domestic corporation or foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by such domestic or foreign corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled.
(c)The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(d)Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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; of names so similar as to fall within the prohibitions of subdivision (b).
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.
(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 States 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, mailing address, and street address of the converted entitys 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)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 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.
SEC. 3.Section 2601 of the Corporations Code is amended to read:2601.(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight or to which a certificate of approval of the Commissioner of Business Oversight is attached to the articles.
(b)(1)The Secretary of State shall not file articles that set forth a name that is likely to mislead the public or that is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a domestic social purpose corporation, or the name of a foreign corporation that is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name that a foreign corporation has assumed under subdivision (b) of Section 2106, a name that will become the record name of a corporation or social purpose corporation or a foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name that is under reservation for another corporation or social purpose corporation pursuant to this title, except that a social purpose corporation may adopt a name that is substantially the same as an existing corporation or social purpose corporation, foreign or domestic, which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by the domestic or foreign corporation or social purpose corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled. The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(2)A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.
(c)Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).
SEC. 4.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 States 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 name, mailing address, and street address of the converted entitys agent for service of process and the mailing address of the chief executive office of the converted entity. 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 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. 5.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 States 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, mailing address, and street address of the converted entitys 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.
(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 entitys chief executive office and of an office in this state, if any.
(3)The form of organization of the converted entity.
(4)The name, mailing address, and street address of the converted entitys 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. 6.Section 17701.09 of the Corporations Code is amended to read:17701.09.(a)Upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 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 applicants 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. 7.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 expressly provided in this title and in this subdivision, 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 companys 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 companys 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 in accordance with paragraph (1) of subdivision (b) of Section 17707.08.
(6)A certificate of correction shall be executed in the same manner in which the record being corrected was required to be executed.
(b)Except as otherwise expressly provided in this title and in subdivision (a), 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. 8.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 companys 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 States 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 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 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 companys 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 States 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. 9.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 States 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 address, and mailing address of the converted entitys 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.
(3)The street address of the converted entitys 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.
(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.
(b)The Secretary of State shall not file articles which set forth a name which is likely to mislead the public or which is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name which a foreign corporation has assumed under subdivision (b) of Section 2106, a name which will become the record name of a domestic or foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name which is under reservation for another corporation pursuant to this title, except that a corporation may adopt a name that is substantially the same as an existing domestic corporation or foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by such domestic or foreign corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled.
(c)The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(d)Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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; of names so similar as to fall within the prohibitions of subdivision (b).
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.
(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 States 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, mailing address, and street address of the converted entitys 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)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 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.
SEC. 3.Section 2601 of the Corporations Code is amended to read:2601.(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight or to which a certificate of approval of the Commissioner of Business Oversight is attached to the articles.
(b)(1)The Secretary of State shall not file articles that set forth a name that is likely to mislead the public or that is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a domestic social purpose corporation, or the name of a foreign corporation that is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name that a foreign corporation has assumed under subdivision (b) of Section 2106, a name that will become the record name of a corporation or social purpose corporation or a foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name that is under reservation for another corporation or social purpose corporation pursuant to this title, except that a social purpose corporation may adopt a name that is substantially the same as an existing corporation or social purpose corporation, foreign or domestic, which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by the domestic or foreign corporation or social purpose corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled. The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(2)A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.
(c)Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).
SEC. 4.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 States 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 name, mailing address, and street address of the converted entitys agent for service of process and the mailing address of the chief executive office of the converted entity. 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 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. 5.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 States 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, mailing address, and street address of the converted entitys 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.
(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 entitys chief executive office and of an office in this state, if any.
(3)The form of organization of the converted entity.
(4)The name, mailing address, and street address of the converted entitys 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. 6.Section 17701.09 of the Corporations Code is amended to read:17701.09.(a)Upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 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 applicants 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. 7.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 expressly provided in this title and in this subdivision, 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 companys 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 companys 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 in accordance with paragraph (1) of subdivision (b) of Section 17707.08.
(6)A certificate of correction shall be executed in the same manner in which the record being corrected was required to be executed.
(b)Except as otherwise expressly provided in this title and in subdivision (a), 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. 8.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 companys 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 States 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 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 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 companys 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 States 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. 9.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 States 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 address, and mailing address of the converted entitys 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.
(3)The street address of the converted entitys 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.
(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.
(b)The Secretary of State shall not file articles which set forth a name which is likely to mislead the public or which is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name which a foreign corporation has assumed under subdivision (b) of Section 2106, a name which will become the record name of a domestic or foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name which is under reservation for another corporation pursuant to this title, except that a corporation may adopt a name that is substantially the same as an existing domestic corporation or foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by such domestic or foreign corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled.
(c)The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(d)Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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; of names so similar as to fall within the prohibitions of subdivision (b).
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.
(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 States 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, mailing address, and street address of the converted entitys agent for service of process. If a corporation qualified under Section 1505 is designated, designated as the agent, 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 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.
SEC. 3.Section 2601 of the Corporations Code is amended to read:2601.(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight or to which a certificate of approval of the Commissioner of Business Oversight is attached to the articles.
(b)(1)The Secretary of State shall not file articles that set forth a name that is likely to mislead the public or that is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a domestic social purpose corporation, or the name of a foreign corporation that is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name that a foreign corporation has assumed under subdivision (b) of Section 2106, a name that will become the record name of a corporation or social purpose corporation or a foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name that is under reservation for another corporation or social purpose corporation pursuant to this title, except that a social purpose corporation may adopt a name that is substantially the same as an existing corporation or social purpose corporation, foreign or domestic, which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by the domestic or foreign corporation or social purpose corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled. The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(2)A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.
(c)Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).
SEC. 4.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 States 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 name, mailing address, and street address of the converted entitys 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 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 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. 5.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 States 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, mailing address, and street address of the converted entitys agent for service of process. If a corporation qualified under Section 1505 is designated, designated as the agent, 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 entitys chief executive office and of an office in this state, if any.
(3)The form of organization of the converted entity.
(4)The name, mailing address, and street address of the converted entitys 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. 6.Section 17701.09 of the Corporations Code is amended to read:17701.09.(a)Upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 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 applicants 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. 7.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 expressly provided in this title and in this subdivision, 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 companys 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 companys 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 in accordance with paragraph (1) of subdivision (b) of Section 17707.08.
(6)A certificate of correction shall be executed in the same manner in which the record being corrected was required to be executed.
(b)Except as otherwise expressly provided in this title and in subdivision (a), 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. 8.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 companys 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 States 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 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 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 companys 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 States 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. 9.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 States 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 address, and mailing address of the converted entitys 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.
(3)The street address of the converted entitys 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.
(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.
(b)The Secretary of State shall not file articles which set forth a name which is likely to mislead the public or which is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name which a foreign corporation has assumed under subdivision (b) of Section 2106, a name which will become the record name of a domestic or foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name which is under reservation for another corporation pursuant to this title, except that a corporation may adopt a name that is substantially the same as an existing domestic corporation or foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by such domestic or foreign corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled.
(c)The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(d)Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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; of names so similar as to fall within the prohibitions of subdivision (b).
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.
(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 States 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 name, mailing address, and street address of the corporations converted entitys 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 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.
SEC. 2.SEC. 3.Section 2601 of the Corporations Code is amended to read:2601.(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight or to which a certificate of approval of the Commissioner of Business Oversight is attached to the articles.
(b)(1)The Secretary of State shall not file articles that set forth a name that is likely to mislead the public or that is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a domestic social purpose corporation, or the name of a foreign corporation that is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name that a foreign corporation has assumed under subdivision (b) of Section 2106, a name that will become the record name of a corporation or social purpose corporation or a foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name that is under reservation for another corporation or social purpose corporation pursuant to this title, except that a social purpose corporation may adopt a name that is substantially the same as an existing corporation or social purpose corporation, foreign or domestic, which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by the domestic or foreign corporation or social purpose corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled. The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(2)A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.
(c)Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).
SEC. 4.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 States 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 name, mailing address, and street address of the converted entitys 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. 5.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 States 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 name, mailing address, and street address of the partnerships converted entitys 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 entitys chief executive office and of an office in this state, if any.
(3)The form of organization of the converted entity.
(4)The name, mailing address, and street address, and mailing address of the partnerships converted entitys 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. 3.SEC. 6.Section 17701.09 of the Corporations Code is amended to read:17701.09.(a)Upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 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 applicants 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. 7.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 expressly provided in this title and in paragraphs (2) and (3), this subdivision, 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 companys 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 companys 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). in accordance with paragraph (1) of subdivision (b) of Section 17707.08.
(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 Except as otherwise expressly provided in this title and in subdivision (a), 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. 8.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 companys 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 States 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 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 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 companys 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 States 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. 9.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 States 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, street address, and mailing address of the converted entitys 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.
(3)The street address of the converted entitys 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.
(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.
(b)The Secretary of State shall not file articles which set forth a name which is likely to mislead the public or which is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name which a foreign corporation has assumed under subdivision (b) of Section 2106, a name which will become the record name of a domestic or foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name which is under reservation for another corporation pursuant to this title, except that a corporation may adopt a name that is substantially the same as an existing domestic corporation or foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by such domestic or foreign corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled.
(c)The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(d)Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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, partnership, firm or corporation; person; nor shall consecutive reservations be made by or for the use or benefit of the same person, partnership, firm or corporation person; of names so similar as to fall within the prohibitions of subdivision (b).
SEC. 2.Section 2601 of the Corporations Code is amended to read:2601.(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Financial Institutions Business Oversight is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Financial Institutions. Business Oversight or to which a certificate of approval of the Commissioner of Business Oversight is attached to the articles.
(b)(1)The Secretary of State shall not file articles that set forth a name that is likely to mislead the public or that is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a domestic social purpose corporation, or the name of a foreign corporation that is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name that a foreign corporation has assumed under subdivision (b) of Section 2106, a name that will become the record name of a corporation or social purpose corporation or a foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name that is under reservation for another corporation or social purpose corporation pursuant to this title, except that a social purpose corporation may adopt a name that is substantially the same as an existing corporation or social purpose corporation, foreign or domestic, which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by the domestic or foreign corporation or social purpose corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled. The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(2)A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace flexible purpose corporation with social purpose corporation and to replace the term flexible purpose corporation with social purpose corporation as applicable in any statements contained in the articles. For any flexible purpose corporation formed prior to January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to flexible purpose corporation.
(c)Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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, partnership, firm, corporation, or social purpose corporation. person. No consecutive reservations shall be made by or for the use or benefit of the same person, partnership, firm, corporation, or social purpose corporation person of names so similar as to fall within the prohibitions of subdivision (b).
SEC. 3.Section 17701.09 of the Corporations Code is amended to read:17701.09.(a)Upon payment of the fee prescribed by Section 12190 in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 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 applicants 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.
(a)The Secretary of State shall not file articles setting forth a name in which bank, trust, trustee, or related words appear, unless the certificate of approval of the Commissioner of Business Oversight is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Business Oversight.
(b)The Secretary of State shall not file articles which set forth a name which is likely to mislead the public or which is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, a name which a foreign corporation has assumed under subdivision (b) of Section 2106, a name which will become the record name of a domestic or foreign corporation upon the effective date of a filed corporate instrument where there is a delayed effective date pursuant to subdivision (c) of Section 110 or subdivision (c) of Section 5008, or a name which is under reservation for another corporation pursuant to this title, except that a corporation may adopt a name that is substantially the same as an existing domestic corporation or foreign corporation which is authorized to transact intrastate business or has registered its name pursuant to Section 2101, upon proof of consent by such domestic or foreign corporation and a finding by the Secretary of State that under the circumstances the public is not likely to be misled.
The
(c)The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(c)
(d)Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, 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, partnership, firm or corporation; nor shall consecutive reservations be made by or for the use or benefit of the same person, partnership, firm or corporation of names so similar as to fall within the prohibitions of subdivision (b).
|
Date
|
Status
|
|---|---|
| May 4, 2015 | Read third time. Passed. Ordered to the Senate. (Ayes 78. Noes 0. Page 1263.) |
| Aug 12, 2015 | Chaptered by Secretary of State - Chapter 189, Statutes of 2015. |
| Aug 12, 2015 | Approved by the Governor. |
| Aug 3, 2015 | Enrolled and presented to the Governor at 3 p.m. |
| Jul 16, 2015 | Senate amendments concurred in. To Engrossing and Enrolling. (Ayes 78. Noes 0. Page 2406.). |
| Jul 16, 2015 | Senate amendments concurred in. To Engrossing and Enrolling. |
| Jul 2, 2015 | Read third time. Passed. Ordered to the Assembly. (Ayes 38. Noes 0. Page 1754.). |
| Jul 2, 2015 | Read third time. Passed. Ordered to the Assembly. |
| Jul 2, 2015 | In Assembly. Concurrence in Senate amendments pending. May be considered on or after July 4 pursuant to Assembly Rule 77. |
| Jun 25, 2015 | Read second time and amended. Ordered to consent calendar. |
| Jun 24, 2015 | From committee: Amend, and do pass as amended. To Consent Calendar. (Ayes 7. Noes 0.) (June 23). |
| Jun 17, 2015 | From committee: Do pass and re-refer to Com. on JUD. with recommendation: To Consent Calendar. (Ayes 7. Noes 0.) (June 17). Re-referred to Com. on JUD. |
| May 14, 2015 | Referred to Coms. on B. & F.I. and JUD. |
| Feb 27, 2015 | Introduced. To print. |
| May 4, 2015 | Read third time. Passed. Ordered to the Senate. |
| May 4, 2015 | In Senate. Read first time. To Com. on RLS. for assignment. |
| Apr 29, 2015 | Read second time. Ordered to Consent Calendar. |
| Apr 28, 2015 | From committee: Do pass. To Consent Calendar. (Ayes 12. Noes 0.) (April 27). |
| Apr 15, 2015 | Re-referred to Com. on B. & F. |
| Apr 14, 2015 | From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended. |
| Apr 6, 2015 | Re-referred to Com. on B. & F. |
| Mar 26, 2015 | Referred to Com. on B. & F. |
| Mar 26, 2015 | From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended. |
| Mar 2, 2015 | Read first time. |
| Mar 1, 2015 | From printer. May be heard in committee March 31. |
|
Date
|
Description
|
Location
|
Votes
|
|
|---|---|---|---|---|
| Jul 16, 2015 | AB 1471 PEREA Concurrence in Senate Amendments | Assembly Floor |
Passed |
|
| Jul 2, 2015 | Consent Calendar 2nd AB1471 Perea | Senate Floor |
Passed |
|
| Jun 23, 2015 | Do pass as amended, and be ordered to the Consent Calendar | Senate Standing Committee on Judiciary |
Passed |
|
| Jun 17, 2015 | Do pass, but first be re-referred to the Committee on [Judiciary] with the recommendation: To Consent Calendar | Senate Standing Committee on Banking and Financial Institutions |
Passed |
|
| May 4, 2015 | AB 1471 PEREA Consent Calendar Second Day | Assembly Floor |
Passed |
|
| Apr 27, 2015 | Do pass. To Consent Calendar. | Assembly 1st Extraordinary Session on Finance |
Passed |
This list shows positions taken on this bill by organizations on the date displayed, which is linked to the original source.
Positions by individuals are not included.
|
Organization
|
Position
|
Date
|
|---|---|---|
| California Chamber Of Commerce | ** Support | Jul 16, 2015 |
| California Secretary of State | ** Support | Jul 16, 2015 |
| Secretary of State | ** Support | Jul 16, 2015 |
AB 1471
Page 2
CONCURRENCE IN SENATE AMENDMENTS
AB 1471
(Perea)
As Amended June 25, 2015
Majority vote
ASSEMBLY: |
78-0 |
(May 4, 2015) |
SENATE: |
38-0 |
(July 2, 2015) |
Original Committee Reference: B. & F.
SUMMARY: Makes various technical, non-substantive, and clarifying changes in the Corporations Code in preparation for the Secretary of State (SOS) automated filing system. Specifically, this bill:
Specifies that any statement or certificate of conversion of a converting corporation, limited partnership, domestic limited partnership, or limited liability company (LLC) shall include the name, mailing address and street address of the converted entity's agent for service of the process.
Requires the managers to sign a certificate of cancelation of the articles of organization upon the completion of the winding up affairs of the LLC rather than the persons who filed the certificate of dissolution.
The Senate amendments make clarifying and technical changes.
EXISTING LAW:
Provides that any statement or certificate of conversion must be executed and acknowledged by those officers of the converting corporation as would be required to sign an officers’ certificate (i.e. a certificate signed and verified by the chairman of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer), and that the statement or certificate of conversion must state specified information, including the name and the SOS's file number of the converting corporation, among other things. (Corporations Code Section 1155(b))
Requires certain business entities, including, but not limited to, a corporation, a limited partnership (LP), a foreign corporation, a foreign LP, a limited liability partnership (LLP), a foreign LLP, a flexible purpose corporation, a LLC, an unincorporated association, and a credit union, to make various filings with the SOS.
FISCAL EFFECT: None
COMMENTS:
Need for the bill: According to the author, "AB 1471 improves the efficiency of existing and future SOS business filing procedures. This measure reduced statutory inconsistency within the Corporations Code, updates corporation filing statutes to reflect changes made by recent legislation, and standardizes the processing and handling of specified SOS business customer transactions. These small but meaningful changes will pave the way for improving the overall SOS filing experience."
The intent of this bill is to make the document filing process to convert into a limited partnership, domestic limited partnership, LLC or articles of incorporation filed by the converted entity and the cancellation of the articles of organization at the SOS's office more clear in statute, which ensures the paper or online filing forms are consistently user friendly across business types.
California Business Connect (CBC)
By June 30, 2016, the SOS must launch CBC. CBC will:
Automate paper-based processes and allow businesses to file and request copies of records online 24 hours a day.
Provide access to SOS records for the public and government agencies to perform functions in a more efficient manner.
Allow fee payments to be processed within one business day.
CBC is a six-year project that aims to increase efficiency by eliminating paper-based manual transactions and associated risk of loss to vital state records. CBC will also minimize processing delays through the creation of a uniform data entry platform. Businesses that use CBC will be able to do many of their transactions online, without delay and without paying an additional fee.
Analysis Prepared by: Kathleen O'Malley / B. & F. / (916) 319-3081 FN: 0001100
AB 1471
Page 4
|
Office of Senate Floor Analyses (916) 651-1520 Fax: (916) 327-4478 |
CONSENT
Bill No: AB 1471
Amended: 6/25/15 in Senate
SENATE BANKING & F.I. COMMITTEE: 7-0, 6/17/15
AYES: Block, Vidak, Galgiani, Hall, Hueso, Lara, Morrell
SENATE JUDICIARY COMMITTEE: 7-0, 6/23/15
AYES: Jackson, Moorlach, Anderson, Hertzberg, Leno, Monning, Wieckowski
ASSEMBLY FLOOR: 78-0, 5/4/15 (Consent) - See last page for vote
SUBJECT: Business entities: filings
DIGEST: This bill makes technical changes to provisions
of the Corporations Code administered by the Secretary of State
(SOS).
Existing law:
Requires certain business entities, including, but not limited to, a corporation, limited partnership (LP), foreign corporation, foreign LP, limited liability partnership (LLP), foreign LLP, flexible purpose corporation, limited liability company (LLC), unincorporated association, and credit union, to make various filings with the SOS.
Is inconsistent in what it requires to be included on the paperwork that must be filed with the SOS when one business entity converts to a different business entity.
Contains confusing and inconsistent language regarding which persons are responsible for signing and causing to be filed a certificate of cancellation of articles of organization upon the completion of the winding up of the affairs of an LLC.
This bill:
Requires paperwork filed with the SOS related to the conversion of one business entity into another business entity to include the name, mailing address, and street address of the converted entity’s agent for service of process.
Clarifies that the managers of an LLC are responsible for signing and causing to be filed a certificate of cancellation of articles of organization upon the completion of the winding up of the affairs of an LLC, except as specified.
Updates, corrects, clarifies, and makes other nonsubstantive changes to the Corporations Code.
Background
AB 1471 continues
a multi-year effort spearheaded by the SOS to standardize business
filing procedures and update the provisions of the Corporations Code
administered by the SOS. This bill reduces statutory inconsistency
within the Corporations Code, updates the codes to reflect changes
made by recent legislation, and standardizes the processing and
handling of specified SOS business customer transactions. According
to the SOS, “these small but meaningful changes will pave the way
for improving the overall SOS filing experience.”
By
removing statutory inconsistencies and standardizing filing
procedures, AB 1471 will also help smooth the way for the SOS’s
California Business Connect (CBC) online filing project, scheduled to
be completed in 2016. Once implemented, CBC will modernize and
streamline the SOS’s paper-based business filing processes, and
allow customers to file documents and request records online, 24
hours a day, seven days a week.
Comments
According
to the SOS, CBC is a six-year project, scheduled to be online by June
30, 2016, that aims to increase efficiency by eliminating paper-based
manual transactions and their associated risk of loss to vital state
records. CBC will also minimize processing delays through the
creation of a uniform data entry platform. Businesses that use CBC
will be able to do many of their transactions online, without delay,
and without paying an additional fee. Once operational, the network
will automate paper-based processes, allow businesses to file and
request copies of records online, provide the public and government
agencies access to SOS records, and allow the SOS to process fee
payments within one business day.
FISCAL EFFECT: Appropriation: No Fiscal Com.: No Local: No
Secretary of State (source)
California Chamber of Commerce
OPPOSITION: (Verified 6/25/15)
None received
ARGUMENTS
IN SUPPORT: The SOS, source of this bill, states “California
Corporations Code contains filing requirements for several different
business entity types, such as domestic stock corporations, nonprofit
corporations, partnerships and LLCs. Occasionally, omnibus
legislation will be enacted for each of the individual types of
entities. As a result, statute often contains different or
disjointed policies for the different entities which can create
confusion for SOS business customers attempting to file documents in
the most expeditious manner. AB 1471 simplifies filing processes for
businesses in-state and nationwide by creating consistency and
efficiency in the existing filing system.”
The California Chamber of Commerce believes that this bill will provide much needed clarity for certain filing procedures and, in doing so, will help ensure that paper or online filing forms will be consistently user friendly for all types of businesses. “In this respect, we are also supportive of AB 1471’s attempt to reduce costs and time for the implementation of the California Business Connect project, which will automate the Secretary of State’s paper-based business filing system by 2016.”
ASSEMBLY FLOOR: 78-0, 5/4/15
AYES: Achadjian, Alejo, Travis Allen, Baker, Bigelow, Bloom, Bonilla, Bonta, Brough, Brown, Burke, Calderon, Chang, Chau, Chávez, Chiu, Chu, Cooley, Cooper, Dababneh, Daly, Dodd, Eggman, Frazier, Beth Gaines, Gallagher, Cristina Garcia, Eduardo Garcia, Gatto, Gipson, Gomez, Gonzalez, Gordon, Gray, Grove, Hadley, Harper, Roger Hernández, Holden, Irwin, Jones, Jones-Sawyer, Kim, Lackey, Levine, Linder, Lopez, Low, Maienschein, Mathis, Mayes, McCarty, Medina, Melendez, Mullin, Nazarian, Obernolte, O'Donnell, Olsen, Patterson, Perea, Quirk, Rendon, Ridley-Thomas, Rodriguez, Salas, Santiago, Steinorth, Mark Stone, Thurmond, Ting, Wagner, Waldron, Weber, Wilk, Williams, Wood, Atkins
NO VOTE RECORDED: Campos, Dahle
Prepared by: Eileen Newhall / B. & F.I. / (916) 651-4102
6/26/15 13:29:07
**** END ****
AB 1471 (Perea)
Page 6 of 6
Senator Hannah-Beth Jackson, Chair
2015-2016 Regular Session
AB 1471 (Perea)
Version: April 14, 2015
Hearing Date: June 23, 2015
Fiscal: No
Urgency: No
RD
SUBJECT
Business entities: filings
DESCRIPTION
This bill would make various clarifying and technical changes throughout the General Corporation Law, Social Purpose Corporations Act, the California Uniform Limited Liability Company Act, the Uniform Limited Partnership Act, and Uniform Partnership Act, including:
updating and making consistent throughout the various acts the information that must be provided in a certificate of conversion;
clarifying signature authority in relation to Secretary of State (SOS) filings; and
correcting cross-references to existing sections prescribing the fees that a business entity must pay in order to reserve a name with the SOS.
BACKGROUND
The California Corporations Code provides for the formation and governance of various business entities, including corporations, associations, partnerships, limited partnerships, limited liability companies (LLC), and limited liability partnerships. Each of these businesses must file certain documents with the SOS in order to form, convert business entities (such as from a corporation to an LLC), and stay in good standing with the state. These include articles of incorporation, annual statements, and statements or certificates of conversion. The California Business Connect Project is a project set to automate current processes within the SOS office, and allow for all business instruments to be filed and accessed online, on an around the clock basis.
The California Business Connect Feasibility Study Report, approved by the California Technology Agency in April of 2011, provides an overview of the problem faced by California with respect to its current business filings system. The reliance on manual labor and hard copies makes it not only increasingly difficult to comply with current mandates and new mandates that are created by law, but it also makes these vital business records prone to human error and at risk of irreparable destruction. (California Business Connect Feasibility Study Report, March 2011, page 4.) “SOS staff pointed out that the filing systems are so archaic, that in many cases, there is no backup. The systems contain only a single paper copy of each recording for Limited Liability Companies (LLCs), Limited Partnerships (LPs), and general partnerships for the generations of filings that make up much of the state’s legally organized small businesses. This means that in the event of a disaster, such as a fire, the permanent records of hundreds of thousands of California businesses may be wiped out.” (Id.)
In the last several years, the Secretary of State’s office has sponsored two bills that have sought to facilitate the development of the California Business Connect automated system. In 2012, SB 1532 (Pavley, Ch. 494, Stats. 2012), the first of those two bills, specified that the required address information in business filings is the street address and required business entities to provide a mailing address if not the same as the street address. SB 1532 also revised requirements with respect to the maintenance of forms filed with the SOS, revised provisions relating to the assignment of filing dates and fees by the SOS, repealed specified provisions relating to special purpose corporations, and made other technical changes. The second bill, SB 1041 (Jackson, Ch. 834, Stats. 2014), similarly made various technical, non-substantive, and clarifying changes throughout the Corporations Code in preparation for the SOS automated filing system. These changes included, for example, requiring that the SOS prescribe forms for the resignation of agents for service of process; authorizing the SOS to remove and destroy records relating to agent resignations if a new agent for service of process is designated, as specified; clarifying the necessary signatures for various business filings; and clarifying when foreign limited liability company registration cancellations are effective.
Similarly, this bill, also sponsored by the Secretary of State, seeks to address various statutory inconsistences and make other clarifying changes that would assist in improving efficiencies in the business filing procedures.
CHANGES TO EXISTING LAW
Existing law, the General Corporation Law and the Social Purpose Corporations Act, authorizes the Secretary of State (SOS), upon the applicant’s payment of a prescribed fee under the Government Code, to issue a certificate of reservation of any name, not otherwise prohibited, for a period of 60 days. Existing law prohibits the SOS from issuing 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, partnership, firm or corporation. (Corp. Code Secs. 201(c), 2601(c).) Existing law, the California Revised Uniform Limited Liability Company (LLC) Act, provides a similar provision for the reservation of the exclusive use of a name of an LLC or foreign LLC. (Corp. Code Sec. 17701.09.)
This bill would update the cross-references for the prescribed fees, above, and remove the specific references to “partnership, firm or corporations” in the General Corporation Law and the Social Purposes Corporations Act provisions.
Existing law, the Social Purpose Corporations Act, prohibits the SOS from setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, unless the certificate of approval of the Commissioner of Financial Institutions is attached to the articles, except as specified. (Corp. Code Sec. 2601(a).)
This bill would update the above provision and its exception to reflect changes made in the 2012 Governor Reorganization Plan 2, by replacing references to the Commissioner of Financial Institutions with the Commissioner of Business Oversight.
Existing law, the General Corporation Law and the Uniform Partnership Act, each require that any statement or certificate of conversion of a converting corporation or any certificate of conversion of a converting partnership, set forth certain information, including the name and street address of the corporation’s or partnership’s agent for service of process. (Corp. Code Secs. 1155(b)(4), 16906(a)(3), (b)(4).) Existing law provides that if a qualified corporation, as specified, is designated, no address for it shall be set forth. (Corp. Code Sec. 1155(b)(4); similar provisions also at Section 16906(a)(3), (b)(4).)
Existing law, the Uniform Limited Partnership Act, requires, in relevant part, that any certificate or statement of conversion shall set for the street address of the converted entity’s agent for service of process. Existing law provides that if a corporation that has complied with specified law is designated as the agent, no address for it shall be set forth. (Corp. Code Sec. 15911.06(b)(4).)
Existing law, the California Uniform LLC Act, requires that a certificate of conversion set forth the name and mailing address of the converted entity’s agent for service of process. (Corp. Code Sec. 17710.06(c)(2).)
This bill would make various technical and clarifying changes to require that each of the entities above provide the same information in a statement of conversion, except as specified. Specifically, this bill would amend each of the above sections to: (1) ensure that each entity is required to set forth the name, mailing address, and street address of the “converted entity” in its statement of conversion; and (2) expressly specify that if a specified corporation is designated as the agent, no addresses are required.
Existing law, the California Uniform LLC Act, governs the signature of a record delivered to the SOS for filing pursuant to this Act. Existing law provides that except as specified, a record signed on behalf of an LLC shall be signed by a person authorized by the LLC. Existing law also governs the signing of a certificate of cancellation, as specified. (Corp. Code Sec. 17702.03(a)(1), (5).) Existing law provides that any record filed under this Act may be signed by an agent. (Corp. Code Sec. 17702.03(b).)
This bill would clarify the limitations placed upon the signature authority of a person authorized by the LLC to sign records and would clarify the signature requirements for a certificate of cancellation. This bill would also clarify the authority of an agent to sign records filed with the SOS under this Act.
Existing law, the California Uniform LLC Act, requires that managers sign and cause to be filed in the SOS office on a prescribed form, a certificate of dissolution, and requires that the “persons who filed the certificate of dissolution” sign and cause to be filed in the SOS office on a prescribed form, a certificate of cancellation of articles of organization. (Corp. Code Sec. 17707.08.)
This bill would add consistency and clarity in the above section by replacing the term “persons who filed with certificate of dissolution” with “managers.”
COMMENT
Stated need for the bill
According to the author:
AB 1471 improves the efficiency of existing and future [Secretary of State (SOS)] business filing procedures. This measure reduces statutory inconsistency within Corporations Code, updates corporation filing statutes to reflect changes made by recent legislation, and standardizes the processing and handling of specified SOS business customer transactions (conversions and name reservations). These small but meaningful changes will pave the way for improving the overall SOS filing experience.
The California Business Connect online filing project, which is currently underway at SOS, will modernize the [SOS’s] paper-based business filing processes. California Business Connect is scheduled to be completed in 2016. Once implemented, customers will be able to file documents and request records online 24 hours a day, 7 days a week. This project will streamline processes for business entity, trademark, and Uniform Commercial Code (UCC) filings, as well as special filings not related to business entities.
Proposed changes to existing law are in continued effort to prepare for an automated filing system
This bill seeks to make various clarifying and technical changes throughout the General Corporation Law, Social Purpose Corporations Act, the California Uniform Limited Liability Company Act, the Uniform Limited Partnership Act, and Uniform Partnership Act in preparation for the Secretary of State’s (SOS) automated filing system. These changes largely relate to the payment of fees for business entities to reserve names with the SOS, provisions governing the signature authority of various individuals for filings made with the SOS, and provisions governing information that must be set forth in certificates of conversion. This bill would add clarity and consistency throughout each of these provisions, or would otherwise update the law to reflect recent changes relating to the Governor’s reorganization of departments, among other things.
The sponsor of this bill, the Secretary of State, writes that because the Corporations Code contains filing requirements for various business entity types, and because omnibus legislation will occasionally enact changes for each of those individual entities, often times, the resulting statutes can contain “different or disjointed policies for the different entities” and cause confusion for business customers attempting to file documents with the SOS in the most expeditious manner. The California Chamber of Commerce writes that it supports AB 1471’s attempt to reduce costs and time for the implementation of the SOS automation project and that the bill “will provide much needed clarity for certain filing procedures and, in doing so, will help ensure that paper or online filing forms will be consistently user friendly for all types of businesses.”
Suggested technical amendments
Staff notes that existing law, the General Corporation Law, provides that “[i]f a corporation qualified under Section 1505 is designated [as the agent], no address for it shall be set forth” in the certificate of conversion. (See Corp. Code Sec. 1155.) Similar, but not wholly identical, provisions exist under the Uniform Partnership Act. (See Section 16906(a)(3), (b)(4).) The Uniform Limited Partnership Act, in contrast, provides “[i]f a corporation that has complied with Section 1505 is designated as the agent, no address for it shall be set forth” in the certificate of conversion. (See Corp. Code Sec. 15911.06.) This bill would now add similar language to the correlating provision governing certificates of conversation under the Uniform LLC Act. The following technical amendment is suggested to bring uniformity throughout each of these provisions.
Technical amendments:
On page 4, line 37, after “designated” insert “as the agent”
On page 7, line 33, strike “that has complied with” and insert “qualified under”
On page 8, line 27, after “designated” insert “as the agent”
Support: California Chamber of Commerce
Opposition: None Known
HISTORY
Source: Secretary of State
Related Pending Legislation: None Known
Prior Legislation:
SB 1041 (Jackson, Ch. 834, Stats. 2014) See Background.
SB 1532 (Pavley, Ch. 494, Stats. 2012) See Background.
Prior Vote:
Senate Banking and Financial Institutions Committee (Ayes 7, Noes 0)
Assembly Floor (Ayes 78, Noes 0)
Assembly Banking and Finance Committee (Ayes 12, Noes 0)
**************
AB 1471 (Perea) Page 3 of 3
SENATE COMMITTEE ON
BANKING AND FINANCIAL INSTITUTIONS
Senator Marty Block, Chair
2015 - 2016 Regular
Bill No: AB 1471 Hearing Date: June 17, 2015
Author: |
Perea |
||
Version: |
April 14, 2015 Amended |
||
Urgency: |
No |
Fiscal: |
No |
Consultant: |
Eileen Newhall |
||
Subject: Business entities: filings.
SUMMARY
Makes technical changes to provisions of the Corporations Code administered by the Secretary of State (SOS).
DESCRIPTION
Requires paperwork filed with the SOS related to the conversion of one business entity into another business entity to include the name, mailing address, and street address of the converted entity’s agent for service of process.
Clarifies that the managers of an LLC are responsible for signing and causing to be filed a certificate of cancellation of articles of organization upon the completion of the winding up of the affairs of a limited liability company (LLC), except as specified.
Updates, corrects, clarifies, and makes other nonsubstantive changes to the Corporations Code.
EXISTING LAW
Requires certain business entities, including, but not limited to, a corporation, limited partnership (LP), foreign corporation, foreign LP, limited liability partnership (LLP), foreign LLP, flexible purpose corporation, LLC, unincorporated association, and credit union, to make various filings with the SOS.
Is inconsistent in what it requires to be included on the paperwork that must be filed with the SOS when one business entity converts to a different business entity.
Contains confusing and inconsistent language regarding which persons are responsible for signing and causing to be filed a certificate of cancellation of articles of organization upon the completion of the winding up of the affairs of an LLC.
COMMENTS
Purpose: AB 1471 is sponsored by the SOS to improve the efficiency of existing business filing procedures and help facilitate the implementation of an online document filing system.
Background: AB 1471 continues a multi-year effort spearheaded by the SOS to standardize business filing procedures and update the provisions of the Corporations Code administered by the SOS. The bill reduces statutory inconsistency within the Corporations Code, updates the codes to reflect changes made by recent legislation, and standardizes the processing and handling of specified SOS business customer transactions. According to this bill’s sponsor, “these small but meaningful changes will pave the way for improving the overall SOS filing experience.”
By removing statutory inconsistencies and standardizing filing procedures, AB 1471 will also help smooth the way for the SOS’s California Business Connect (CBC) online filing project, scheduled to be completed in 2016. Once implemented, the CBC will modernize and streamline the SOS’s paper-based business filing processes, and allow customers to file documents and request records online, 24 hours a day, 7 days a week.
Discussion: According to the SOS, CBC is a six-year project, scheduled to be online by June 30, 2016, that aims to increase efficiency by eliminating paper-based manual transactions and their associated risk of loss to vital state records. CBC will also minimize processing delays through the creation of a uniform data entry platform. Businesses that use CBC will be able to do many of their transactions online, without delay, and without paying an additional fee. Once operational, the network will automate paper-based processes, allow businesses to file and request copies of records online, provide the public and government agencies access to SOS records, and allow the SOS to process fee payments within one business day.
Summary of Arguments in Support:
The SOS is sponsoring this bill for the reasons stated above. “California Corporations Code contains filing requirements for several different business entity types, such as domestic stock corporations, nonprofit corporations, partnerships and LLCs. Occasionally, omnibus legislation will be enacted for each of the individual types of entities. As a result, statute often contains different or disjointed policies for the different entities which can create confusion for SOS business customers attempting to file documents in the most expeditious manner. SB 1471 simplifies filing processes for businesses in-state and nationwide by creating consistency and efficiency in the existing filing system.”
The California Chamber of Commerce believes that the bill will provide much needed clarity for certain filing procedures and, in doing so, will help ensure that paper or online filing forms will be consistently user friendly for all types of businesses. “In this respect, we are also supportive of AB 1471’s attempt to reduce costs and time for the implementation of the California Business Connect project, which will automate the Secretary of State’s paper-based business filing system by 2016.”
Summary of Arguments in Opposition: None received.
Prior and Related Legislation:
SB 1041 (Jackson), Chapter 834, Statutes of 2014: Sponsored by the SOS. Made various technical, nonsubstantive, and clarifying changes to the Corporations Code in preparation for the CBC online filing project.
SB 1532 (Pavley), Chapter 494, Statutes of 2012: Sponsored by the SOS. Made legislative findings stating that the manual business filing system used by the SOS is very-time consuming and paper-intensive for both the SOS and businesses, and that the law must be updated and standardized to more efficiently facilitate the development of CBC. Made several technical, nonsubstantive, and clarifying changes to the Corporations Code in preparation for the CBC project.
LIST OF REGISTERED SUPPORT/OPPOSITION
Support
Secretary of State (sponsor)
California Chamber of Commerce
Opposition
None received
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AB 1471
Page 2
Date of Hearing: April 27, 2015
ASSEMBLY COMMITTEE ON BANKING AND FINANCE
Matthew Dababneh, Chair
AB 1471
(Perea) – As Amended April 14, 2015
SUBJECT: Business entities: filings
SUMMARY: Makes various technical, non-substantive, and clarifying changes in the Corporations Code in preparation for the Secretary of State (SOS) automated filing system. Specifically, this bill:
Specifies that any statement or certificate of conversion of a converting corporation, limited partnership, domestic limited partnership, or limited liability company (LLC) shall include the name, mailing address and street address of the converted entity's agent for service of the process.
Requires the managers to sign a certificate of cancelation of the articles of organization upon the completion of the winding up affairs of the LLC rather than the persons who filed the certificate of dissolution.
EXISTING LAW:
Provides that any statement or certificate of conversion must be executed and acknowledged by those officers of the converting corporation as would be required to sign an officers’ certificate (i.e. a certificate signed and verified by the chairman of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer), and that the statement or certificate of conversion must state specified information, including the name and the Secretary of State’s (SOS) file number of the converting corporation, among other things. (Corporations Code Section 1155(b))
Requires certain business entities, including, but not limited to, a corporation, a LP, a foreign corporation, a foreign LP, a LLP, a foreign LLP, a flexible purpose corporation, a LLC, an unincorporated association, and a credit union, to make various filings with the SOS.
FISCAL EFFECT: None.
COMMENTS:
Need for the bill:
According to the Author,
"AB 1471 improves the efficiency of existing and future SOS business filing procedures. This measure reduced statutory inconsistency within the Corporations Code, updates corporation filing statutes to reflect changes made by recent legislation, and standardizes the processing and handling of specified SOS business customer transactions. These small but meaningful changes will pave the way for improving the overall SOS filing experience."
The intent of this measure is to make the document filing process to convert into a limited partnership, domestic limited partnership, LLC or articles of incorporation filed by the converted entity and the cancellation of the articles of organization at the SOSs office more clear in statute, which ensures the paper or online filing forms are consistently user friendly across business types.
California Business Connect (CBC)
By June 30, 2016, the SOS must launch CBC. CBC will:
Automate paper–based processes and allow businesses to file and request copies of records online 24 hours a day.
Provide access to SOS records for the public and government agencies to perform functions in a more efficient manner.
Allow fee payments to be processed within one business day.
CBC is a six-year
project that aims to increase efficiency by eliminating paper-based
manual transactions and associated risk of loss to vital state
records. CBC will also minimize processing delays through the
creation of a uniform data entry platform. Businesses that use CBC
will be able to do many of their transactions online, without delay
and without paying an additional fee.
Previous Legislation:
SB 1041 (Jackson, Chapter 834, Statutes of 2014) made various technical, non-substantive, and clarifying changes throughout the Corporations Code in preparation for the SOS automated filing system.
SB 1532 (Pavley, Chapter 494, Statutes of 2012) implemented changes necessary for the CBC automated system. Specifically, the bill specified that the required address information in business filings is the street address and required business entities to provide a mailing address if not the same as the street address. SB 1532 also revised requirements with respect to the maintenance of forms filed with the SOS, revised provisions relating to the assignment of filing dates and fees by the SOS, repealed specified provisions relating to special purpose corporations, and made other technical changes.
REGISTERED SUPPORT / OPPOSITION:
Support
California Secretary of State (Sponsor)
California Chamber of Commerce
Opposition
None on file.
Analysis Prepared by: Kathleen O'Malley / B. & F. / (916) 319-3081
Bill Author
Bill Co-Author(s):