SB 1201: Beneficial owners.

Session Year: 2023-2024
House: Senate

Current Status:

Failed

(2024-06-25: July 1 set for second hearing canceled at the request of author.)

Introduced

First Committee Review

First Chamber

Second Committee Review

Second Chamber

Enacted

Version:

Existing law requires a person who is directly or indirectly the beneficial owner of more than 10% of any class of stock of a domestic insurer to file in the office of the Insurance Commissioner within 10 days after that person becomes a beneficial owner a statement, in a form prescribed by the commissioner, of the amount of all stock of that insurer of which the person is the beneficial owner, as specified. The General Corporation Law (GCL) requires a domestic corporation and a foreign corporation to file annually, as prescribed, with the Secretary of State, a statement containing certain information, including the names and complete business or residence addresses of its chief executive officer, secretary, and chief financial officer. The GCL requires a domestic corporation to certify that the information it provides in that statement is true and correct.

This bill would would, by January 1, 2026, additionally require those corporations to include in the statement described above the names and complete business or residence addresses of any beneficial owner, as defined. By expanding the scope of the crime of perjury, this bill would impose a state-mandated local program.

Existing law, the California Revised Uniform Limited Liability Company Act, requires a limited liability company, and a foreign limited liability company registered to transact intrastate business in this state, to file biennially, as specified, with the Secretary of State, a statement containing certain information, including the name and complete business or residence addresses of any manager or managers and the chief executive officer, if any, appointed or elected in accordance with the articles of organization or operating agreement or, if a manager has not been so elected or appointed, the name and business or residence address of each member.

This bill would would, by January 1, 2026 additionally require those limited liability companies to include in the statement described above the name and complete business or residence addresses of any beneficial owner, as defined.

Existing law authorizes an unincorporated association to file with the Secretary of State, on a form prescribed by the Secretary of State, a statement containing either of certain information, including a designation of the location and complete street address of the unincorporated associations principal office in California.This bill would require a real estate investment trust, as defined, to file with the Secretary of State a statement containing the name and complete business or residence address of any beneficial owner, as defined.

Existing law authorizes the Secretary of State to charge and collect certain statutorily established fees, including fees for corporations, foreign corporations, limited liability companies, and foreign limited liability companies filing the above-described statements of information. Existing law requires those fees to be paid into the Secretary of States Business Fees Fund. Existing law states that it is the intent of the Legislature that the money deposited into that fund be used to support the programs from which fees are collected, that the fees be sufficient to cover the costs of the programs, and that the fees be expended to the extent that appropriations are made in the annual Budget Act. Existing law authorizes, of the fees collected and interest earned in excess of the authority of the Secretary of State to expend those fees and interest pursuant to the annual Budget Act, up to $1,000,000 to remain in the Business Fees Fund. Existing law requires any additional excess fees and interest earned to be transferred to the General Fund.

This bill would authorize the Secretary of State, by regulation, to increase the amount of the fee for corporations, foreign corporations, limited liability companies, and foreign limited liability companies filing the above-described statements of information. The bill would prohibit the fee increase from exceeding the reasonable cost of any regulatory activities necessary to implement each of the above-described beneficial owner information requirements. The bill would also require the amount of the fees that are increased by the bills provisions to be used to support the Secretary of States regulatory activities imposed by the bill, and would prohibit that amount from being considered additional excess fees.

The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.

This bill would provide that no reimbursement is required by this act for a specified reason.

Discussed in Hearing