Bill Text: CA AB1713 | 2013-2014 | Regular Session | Introduced
Bill Title: Limited liability companies: dissolution.
Sponsorship: Partisan Bill (Republican 1)
Status: (Introduced - Dead) 2014-02-14 - From printer. May be heard in committee March 16. [AB1713 Detail]
Download: California-2013-AB1713-Introduced.html
BILL NUMBER: AB 1713 INTRODUCED
BILL TEXT
INTRODUCED BY Assembly Member Harkey
FEBRUARY 13, 2014
An act to amend Section 17707.08 of the Corporations Code,
relating to limited liability companies.
LEGISLATIVE COUNSEL'S DIGEST
AB 1713, as introduced, Harkey. Limited liability companies:
dissolution.
The California Revised Uniform Limited Liability governs the
formation, operation, and dissolution of limited liability companies.
Existing law requires the managers of a limited liability company to
file with the Secretary of State a certificate of dissolution of the
limited liability company under specified circumstances.
This bill would make a technical, nonsubstantive change to this
provision.
Vote: majority. Appropriation: no. Fiscal committee: no.
State-mandated local program: no.
THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:
SECTION 1. Section 17707.08 of the Corporations Code is amended to
read:
17707.08. (a) (1) The managers shall 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), this article, 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 company's affairs pursuant to Section
17707.04 shall have the obligation to file 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
State's file number.
(B) Any other information the persons filing the certificate of
dissolution determine to include.
(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 shall
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 company's affairs pursuant to
Section 17707.04 shall have the obligation to file 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
State's 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) 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.
