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AB-367 Limited liability companies: filings.(2013-2014)

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Amended  IN  Assembly  March 19, 2013

CALIFORNIA LEGISLATURE— 2013–2014 REGULAR SESSION

Assembly Bill
No. 367

Introduced by Assembly Member Brown

February 14, 2013

An act to amend Section 17060 of the Corporations Code, relating to limited liability companies.


LEGISLATIVE COUNSEL'S DIGEST


AB 367, as amended, Brown. Limited liability companies: filings.
Existing law provides for the formation and governance of various business entities, including, but not limited to, limited liability companies. Existing law requires a limited liability company to biennially file, during the company’s applicable filing period, a specified documents form disclosing information regarding the company with the Secretary of State. Existing law specifies the information to be provided by the limited liability company in the filings, including, but not limited to, the name of the limited liability company and the Secretary of State’s file number.
This bill would make a technical, nonsubstantive change to this provision. instead require a limited liability company to annually file the specified informational form and would revise the applicable filing period for limited liability companies.
Vote: MAJORITY   Appropriation: NO   Fiscal Committee: NOYES   Local Program: NO  

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


SECTION 1.

 Section 17060 of the Corporations Code is amended to read:

17060.
 (a) Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall file within 90 days after the filing of its original articles of organization and biennially annually thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement containing:
(1) The name of the limited liability company and the Secretary of State’s file number and, in the case of a foreign limited liability company, the state under the laws of which it is organized.
(2) The name and street address of the agent for service of process required to be maintained pursuant to subdivision (b) of Section 17057. If a corporate agent is designated, only the name of the agent shall be set forth.
(3) The street address of its principal executive office. In the case of a domestic limited liability company, the street address of the office required to be maintained pursuant to Section 17057, and in the case of a foreign limited liability company, the street address of its principal business office in this state, if any.
(4) The mailing address of the limited liability company or foreign limited liability company, if different from the street address of its principal executive office or principal business address in this state, or in the case of a domestic limited liability company, the office required to be maintained pursuant to Section 17057.
(5) The name and complete business or residence addresses of any manager or managers and the chief executive officer, if any, appointed or elected in accordance with the articles of organization or operating agreement or, if no manager has been so elected or appointed, the name and business or residence address of each member.
(6) If the limited liability company chooses to receive renewal notices and any other notifications from the Secretary of State by electronic mail instead of by United States mail, the limited liability company shall include a valid electronic mail address for the limited liability company or for the limited liability company’s designee to receive those notices.
(7) The general type of business that constitutes the principal business activity of the limited liability company (for example, manufacturer of aircraft; retail department store; or wholesale liquor distributor).
(b) If there has been no change in the information in the last filed statement of the limited liability company on file in the Secretary of State’s office, the limited liability company may, in lieu of filing the statement required by subdivision (a), advise the Secretary of State, on a form prescribed by the Secretary of State, that no changes in the required information have occurred during the applicable filing period.
(c) For the purposes of this section, the applicable filing period for a limited liability company shall be the calendar month during which its original articles of organization were filed or, in the case of a foreign limited liability company, the month during which its application for registration was filed, and the immediately preceding five calendar months. coincide with the limited liability company’s due date for their filing requirement, including extensions, with the Franchise Tax Board and shall file and be part of the company’s tax return, as required by Chapter 2 (commencing with Section 18501) of Part 10.2 of Division 2 of the Revenue and Taxation Code. The Secretary of State shall provide a notice to each limited liability company to comply with this section approximately three months prior to the close of the applicable filing period. The notice shall state the due date for compliance and shall be sent to the last address of the limited liability company according to the records of the Secretary of State or to the last electronic mail address according to the records of the Secretary of State if the limited liability company has elected to receive notices from the Secretary of State by electronic mail. The failure of the limited liability company to receive the form shall not exempt the limited liability company from complying with this section.
(d) Whenever any of the information required by subdivision (a) changes, other than the name and address of the agent for service of process, or whenever the street address, mailing address, or electronic mail address of the limited liability company changes, the limited liability company may file a current statement containing all the information required by subdivision (a). Whenever changing its agent for service of process or whenever the address of the agent changes, or whenever the street address, mailing address, or electronic mail address of the limited liability company changes, the limited liability company shall file a current statement containing all the information required by subdivision (a). Whenever any statement is filed pursuant to this section, that statement supersedes any previously filed statement pursuant to this section, the statement in the original articles of organization, and the statement in any previously filed restated articles of organization that have been filed, or in the case of a foreign limited liability company, in the application for registration.
(e) The Secretary of State may destroy or otherwise dispose of any statement filed pursuant to this section after it has been superseded by the filing of a new statement.
(f) This section shall not be construed to place any person dealing with the limited liability company on notice of, or under any duty to inquire about, the existence or content of a statement filed pursuant to this section.