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AB-1381 Limited liability companies: statement of information: Secretary of State: notice.(2021-2022)

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Date Published: 06/13/2022 02:00 PM
AB1381:v94#DOCUMENT

Amended  IN  Senate  June 13, 2022
Amended  IN  Senate  May 19, 2022
Amended  IN  Assembly  January 05, 2022
Amended  IN  Assembly  January 03, 2022
Amended  IN  Assembly  March 18, 2021

CALIFORNIA LEGISLATURE— 2021–2022 REGULAR SESSION

Assembly Bill
No. 1381

Introduced by Assembly Member Gallagher
(Coauthor: Assembly Member Choi)

February 19, 2021

An act to amend Section 17702.09 of the Corporations Code, relating to limited liability companies.


LEGISLATIVE COUNSEL'S DIGEST


AB 1381, as amended, Gallagher. Limited liability companies: statement of information: Secretary of State: notice.
Existing law requires every limited liability company and every foreign limited liability company registered to transact intrastate business in this state to deliver to the Secretary of State a statement of information containing specified information. In lieu of filing the statement of information, if there has been no change in the information contained in the last filed statement of information, it may advise the Secretary of State that no changes in the required information have occurred during the applicable filing period. If the required information has changed, as specified, a current statement is required to be filed that will supersede any previously filed statement, as specified.
This bill would require the Secretary of State, by January 1, 2024, to create and implement a procedure to transmit a notice to a limited liability company or a foreign limited liability company stating that an updated statement of information has been delivered for filing filed for the limited liability company or for the foreign limited liability company, as specified. The bill would also make other conforming changes and remove obsolete language regarding the operative date of these provisions.
Vote: MAJORITY   Appropriation: NO   Fiscal Committee: YES   Local Program: NO  

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


SECTION 1.Section 17702.09 of the Corporations Code, as added by Section 6 of Chapter 357 of the Statutes of 2020, is amended to read:

SECTION 1.

 Section 17702.09 of the Corporations Code is amended to read:

17702.09.
 (a) Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall deliver to the Secretary of State for filing within 90 days after the filing of its original articles of organization or registering to transact intrastate business and biennially thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement of information 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 name under which the foreign limited liability company is authorized to transact intrastate business in this state and the state or other jurisdiction under the laws of which it is organized.
(2) The name and street address of the agent in this state for service of process required to be maintained pursuant to Section 17701.13. If a corporate agent is designated, only the name of the agent shall be set forth.
(3) The street address of its principal office. In the case of a foreign limited liability company, the street address of its principal business office in this state, if any, and, in the case of a domestic limited liability company, the street address of the office required to be maintained pursuant to Section 17701.13.
(4) The mailing address of the limited liability company or foreign limited liability company, if different from the street address of its principal office, or principal business office in this state, or, in the case of a domestic limited liability company, the street address of the office required to be maintained pursuant to Section 17701.13.
(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 elected or appointed, the name and business or residence address of each member.
(6) If the limited liability company or foreign 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 or foreign limited liability company shall include a valid electronic mail address for the limited liability company or foreign limited liability company, or for the limited liability company’s or foreign limited liability company’s designee to receive those notices.
(7) The general type of business that constitutes the principal business activity or the limited liability company or foreign limited liability company, such as, for example, manufacturer of aircraft, wholesale liquor distributor, or retail department store.
(8) A statement indicating whether any member or any manager has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code.
(b) If there has been no change in the information contained in the last filed statement of information of the limited liability company or foreign limited liability company on file in the office of Secretary of State, the limited liability company or foreign limited liability company may, in lieu of filing the statement of information 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 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. The Secretary of State shall provide a notice to each limited liability company or foreign limited liability company to comply with this section approximately three months before the close of the applicable filing period. The notice shall state the due date for compliance and shall be sent to the last mailing address of the limited liability company or foreign limited liability company according to the records of the Secretary of State, or if none, to the street address of the principal office, or, in the case of a domestic limited liability company, the office required to be maintained pursuant to Section 17701.13, or to the last electronic mail address according to the records of the Secretary of State if the limited liability company or foreign limited liability company has elected to receive notices from the Secretary of State by electronic mail. The failure of the limited liability company or foreign limited liability company to receive the notice shall not exempt the limited liability company or foreign 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, the limited liability company or foreign limited liability company may file a current statement containing all the information required by subdivision (a). When changing its agent for service of process or when the address of the agent changes, the limited liability company or foreign 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 amended or restated articles of organization that have been filed, or in the case of a foreign limited liability company, in the application for registration.
(e) If a statement of information delivered to the Secretary of State for filing under this section does not contain the information required by subdivision (a), the Secretary of State shall promptly return the statement of information to the reporting limited liability company or foreign limited liability company for correction.
(f) 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.
(g) By January 1, 2024, the Secretary of State shall create and implement a procedure to transmit a notice to a limited liability company or a foreign limited liability company stating that an updated statement of information has been delivered for filing filed for that limited liability company or that foreign limited liability company. The Secretary of State shall send that notice to the mailing address or electronic mail address of the limited liability company or foreign limited liability company that was previously on file in its records before submission of the updated statement of information. The Secretary of State may send the notice either before or after the updated statement of information is filed.