Bill Text: CA AB1546 | 2009-2010 | Regular Session | Introduced

NOTE: There are more recent revisions of this legislation. Read Latest Draft

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Bill Title: Taxation: limited partnerships: income tax: dependent

Spectrum: Partisan Bill (Democrat 6-0)

Status: (Passed) 2009-10-11 - Chaptered by Secretary of State - Chapter 544, Statutes of 2009. [AB1546 Detail]

Download: California-2009-AB1546-Introduced.html

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BILL NUMBER: AB 1546	INTRODUCED
	BILL TEXT


INTRODUCED BY   Committee on Revenue and Taxation (Charles Calderon
(Chair), Beall, Coto, Ma, Portantino, and Saldana)

                        MARCH 5, 2009

   An act to amend Section 15902.09 of the Corporations Code, and to
amend Section 19591 of the Revenue and Taxation Code, relating to
limited partnerships.



	LEGISLATIVE COUNSEL'S DIGEST


   AB 1546, as introduced, Committee on Revenue and Taxation. Limited
partnerships: revival: fees.
   Existing law sets forth rules of organization and governance for
limited partnerships. Current law allows a canceled domestic limited
partnership to revive by accompanying a certificate of revival, filed
with the Secretary of State, with specified information confirmed by
the Franchise Tax Board, including confirmation that all taxes owed
by the partnership have been paid to the Franchise Tax Board.
   This bill would require the partnership, on or after January 1,
2010, to accompany the certificate of revival with written
confirmation, obtained from the Franchise Tax Board, that all
required tax returns have been filed by the partnership. This bill
would further authorize the Franchise Tax Board to assess a
specialized tax service fee of $100 for a limited partnership revival
confirmation letter request, until January 1, 2011, after which the
amount of the fee shall be set by regulation.
   Vote: majority. Appropriation: no. Fiscal committee: yes.
State-mandated local program: no.


THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:

  SECTION 1.  Section 15902.09 of the Corporations Code is amended to
read:
   15902.09.  (a) A domestic limited partnership whose certificate of
limited partnership has been canceled pursuant to Section 15902.03
may be revived by filing with, and on a form prescribed by, the
Secretary of State a certificate of revival. The certificate of
revival shall be accompanied by written confirmation by the Franchise
Tax Board that all of the following have  been paid to the
Franchise Tax Board   occurred  : 
   (1) All of the following have been paid to the Franchise Tax
Board:  
   (1) 
    (A)  The annual tax due under Section 17935 of the
Revenue and Taxation Code. 
   (2) 
    (B)  All  penalties and interest thereof
  fees and penalties, and interest thereof,  for
each year for which the domestic limited partnership failed to pay
such annual tax, including each year between the cancellation of its
certificate of limited partnership and its revival. 
   (2) All required tax returns have been filed, including returns
for each taxable year between the cancellation of its certificate of
limited partnership and its revival. 
   (b) The certificate of revival shall set forth all of the
following:
   (1) The name of the limited partnership at the time its
certificate of limited partnership was cancelled, and if the name is
not available at the time of revival, the name under which the
limited partnership is to be revived.
   (2) The date of filing of the original certificate of limited
partnership.
   (3) The address of the limited partnership's designated office.
   (4) The name and address of the initial agent for service of
process in accordance with paragraph (1) of subdivision (d) of
Section 15901.16.
   (5) A statement that the certificate of revival is filed by one or
more general partners of the limited partnership authorized to
execute and file the certificate of revival to revive the limited
partnership.
   (6) The Secretary of State's file number for the original limited
partnership.
   (7) The name and address of each general partner.
   (8) Any other matters the general partner or partners executing
the certificate of revival determine to include therein.
   (c) The certificate of revival should be deemed to be an amendment
to the certificate of limited partnership, and the limited
partnership shall not be required to take any further action to amend
its certificate of limited partnership pursuant to Section 15902.02
with respect to the matter set forth in the certificate of revival.
   (d) Upon the filing of the certificate of revival, the limited
partnership shall be revived with the same force and effect as if the
certificate of limited partnership had not been canceled pursuant to
Section 15902.03. The revival shall validate all contracts, acts,
matters, and things made, done, and performed by the limited
partnership, its partners, employees, and agents following the time
its certificate of limited partnership was canceled pursuant to
Section 15902.03 with the same force and effect and all intents and
purposes as if the certificate of limited partnership had remained in
full force and effect. This provision shall apply provided that
third parties are relying on the acts of the partnership, its
partners, employees, and agents. All real and personal property, and
all rights and interests, that belong to a limited partnership at the
time its certificate of limited partnership was cancelled pursuant
to Section 15902.03 or that were acquired by the limited partnership
following the cancellation of the certificate of limited partnership,
that were not disposed of prior to the time of its revival, shall be
vested in the limited partnership after its revival as fully as if
they were held by the limited partnership at, and during the time
after, as the case may be, the time the certificate of limited
partnership was cancelled. After its revival, the limited partnership
and its partners shall have all of the same liability for contracts,
acts, matters, and things made, done, or performed in the limited
partnership's name and on behalf of its partners, employees, and
agents, as the limited partnership and its partners would have had if
the limited partnership's certificate of limited partnership had at
all times remained in full force and effect. 
   (e) The amendments made to this section by the act adding this
subdivision shall apply to written confirmations made by the
Franchise Tax Board on or after January 1, 2010. 
  SEC. 2.  Section 19591 of the Revenue and Taxation Code is amended
to read:
   19591.  (a) Specialized tax services fees shall be imposed upon
the following services provided by the board:
   (1) Installment payment programs.
   (2) Expedited services for:
   (A) Corporation revivor requests.
   (B) Tax clearance certificate requests.
   (C) Tax-exempt status requests. 
   (D) Limited partnership revival confirmation letter requests.

   (b) (1) For periods on or after the effective date of this section
and prior to January 1, 2006, the Franchise Tax Board shall publish
by notice a schedule of specialized tax services fees to be imposed,
which notice shall be exempt from the requirements of Chapter 3.5
(commencing with Section 11340) of Part 1 of Division 3 of Title 2 of
the Government Code. The amounts of these fees under this paragraph
shall be calculated in the same general manner as required under
paragraph (2).
   (2) Commencing on January 1, 2006, the amount of the specialized
tax services fees shall be established by the board through
regulations adopted pursuant to Chapter 3.5 (commencing with Section
11340) of Part 1 of Division 3 of Title 2 of the Government Code, and
shall be established in the manner and in the amounts necessary to
reimburse the board for the costs of administering the specialized
services, including the board's direct and indirect costs for
providing specialized tax services. 
   (3) For periods on or after the effective date of this section,
and prior to January 1, 2011, the amount of the specialized tax
service fee for limited partnership revival confirmation letter
requests shall be one hundred dollars ($100). Commencing on January
1, 2011, the special tax service fee for limited partnership revival
confirmation letter requests shall be calculated in the same general
matter as required under paragraph (2).