Bill Text: CA AB2180 | 2013-2014 | Regular Session | Amended
Bill Title: Business filings: statement of information.
Spectrum: Slight Partisan Bill (Democrat 2-1)
Status: (Introduced - Dead) 2014-05-23 - In committee: Set, second hearing. Held under submission. [AB2180 Detail]
Download: California-2013-AB2180-Amended.html
BILL NUMBER: AB 2180 AMENDED
BILL TEXT
AMENDED IN ASSEMBLY MAY 1, 2014
INTRODUCED BY Assembly Member Brown
(Coauthor: Assembly Member Medina)
(Coauthor: Senator Anderson)
FEBRUARY 20, 2014
An act to amend Sections 1502, 6210, 8210, 12570, and 17702.09 of
the Corporations Code, and to amend Section 14101.6 of the Financial
Code, relating to business filings.
LEGISLATIVE COUNSEL'S DIGEST
AB 2180, as amended, Brown. Business filings: statement of
information.
Existing law requires a corporation, a nonprofit public benefit
corporation, a nonprofit mutual benefit corporation, a nonprofit
religious corporation, a consumer cooperative corporation, other
specified corporations, a limited liability company, and a credit
union, to file a return with the Franchise Tax Board within a
specified period following the close of its taxable year, except as
otherwise specifically provided, and to file annually or biennially,
as provided, a statement with the Secretary of State containing
specified information during the calendar month during which the
organization's original articles were filed or during the immediately
preceding 5 calendar months. Existing law requires the Secretary of
State to provide notice to each organization to comply with this
provision approximately 3 months prior to the close of the applicable
filing period.
This bill would instead require those corporations, limited
liability companies, and credit unions to file the statement with the
Secretary of State during the calendar month of, or within the 5
months preceding, the organization's due date for filing its return,
excluding extensions, with the Franchise Tax Board or if no return is
required, by May 15, as provided.
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 1502 of the Corporations Code is amended to
read:
1502. (a) Every corporation shall file, within 90 days after the
filing of its original articles and annually thereafter during the
applicable filing period, on a form prescribed by the Secretary of
State, a statement containing all of the following:
(1) The name of the corporation and the Secretary of State's file
number.
(2) The names and complete business or residence addresses of its
incumbent directors.
(3) The number of vacancies on the board, if any.
(4) The names and complete business or residence addresses of its
chief executive officer, secretary, and chief financial officer.
(5) The street address of its principal executive office.
(6) The mailing address of the corporation, if different from the
street address of its principal executive office.
(7) If the address of its principal executive office is not in
this state, the street address of its principal business office in
this state, if any.
(8) If the corporation chooses to receive renewal notices and any
other notifications from the Secretary of State by electronic mail
instead of by United States mail, the corporation shall include a
valid electronic mail address for the corporation or for the
corporation's designee to receive those notices.
(9) A statement of the general type of business that constitutes
the principal business activity of the corporation (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).
(b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or a corporation
that has complied with Section 1505 and whose capacity to act as an
agent has not terminated. If a natural person is designated, the
statement shall set forth that person's complete business or
residence street address. If a corporate agent is designated, no
address for it shall be set forth.
(c) If there has been no change in the information in the last
filed statement of the corporation on file in the Secretary of State'
s office, the corporation may, in lieu of filing the statement
required by subdivisions (a) and (b), 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.
(d) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which the
corporation is required to file a return with the Franchise Tax
Board, as required by Article 2 (commencing with Section 18601) of
Chapter 2 of Part 10.2 of Division 2 of the Revenue and Taxation Code
and the immediately preceding five calendar months, excluding
extensions. The Secretary of State shall provide a notice to each
corporation 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 corporation 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 corporation has elected to
receive notices from the Secretary of State by electronic mail. The
failure of the corporation to receive the notice is not an excuse for
failure to comply with this section.
(e) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b). In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b). Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
(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) This section shall not be construed to place any person
dealing with the corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.
(h) The statement required by subdivision (a) shall be available
and open to the public for inspection. The Secretary of State shall
provide access to all information contained in this statement by
means of an online database.
(i) In addition to any other fees required, a corporation shall
pay a five-dollar ($5) disclosure fee when filing the statement
required by subdivision (a). One-half of the fee shall,
notwithstanding Section 12176 of the Government Code, be deposited
into the Business Programs Modernization Fund established in
subdivision (k), and one-half shall be deposited into the Victims of
Corporate Fraud Compensation Fund established in Section 2280.
(j) A corporation shall certify that the information it provides
pursuant to subdivisions (a) and (b) is true and correct. No claim
may be made against the state for inaccurate information contained in
the statements.
(k) There is hereby established the Business Programs
Modernization Fund in the State Treasury. Moneys deposited into the
fund shall, upon appropriation by the Legislature, be available to
the Secretary of State to further the purposes of this section,
including the development and maintenance of the online database
required by subdivision (h), and by subdivision (c) of Section 2117.
SEC. 2. Section 6210 of the Corporations Code is amended to read:
6210. (a) Every corporation shall, within 90 days after the
filing of its original articles and biennially thereafter during the
applicable filing period, file, on a form prescribed by the Secretary
of State, a statement containing: (1) the name of the corporation
and the Secretary of State's file number; (2) the names and complete
business or residence addresses of its chief executive officer,
secretary, and chief financial officer; (3) the street address of its
principal office in this state, if any; (4) the mailing address of
the corporation, if different from the street address of its
principal executive office or if the corporation has no principal
office address in this state; and (5) if the corporation chooses to
receive renewal notices and any other notifications from the
Secretary of State by electronic mail instead of by United States
mail, a valid electronic mail address for the corporation or for the
corporation's designee to receive those notices.
(b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or any domestic
or foreign or foreign business corporation that has complied with
Section 1505 and whose capacity to act as an agent has not
terminated. If a natural person is designated, the statement shall
set forth the person's complete business or residence street address.
If a corporate agent is designated, no address for it shall be set
forth.
(c) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which the
corporation is required to file a return with the Franchise Tax
Board, as required by Article 3 (commencing with Section 23771) of
Chapter 4 of Part 11 of Division 2 of the Revenue and Taxation Code
and the immediately preceding five calendar months, excluding
extensions. If the corporation is not required to file a return with
the Franchise Tax Board, then the applicable filing period is May 15
and the immediately preceding five calendar months. The Secretary of
State shall provide a notice to each corporation 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 corporation
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 corporation has elected to receive notices from the
Secretary of State by electronic mail. Neither the failure of the
Secretary of State to send the notice nor the failure of the
corporation to receive it is an excuse for failure to comply with
this section.
(d) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b). In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b). Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
(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 corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.
SEC. 3. Section 8210 of the Corporations Code is amended to read:
8210. (a) Every corporation shall, within 90 days after the
filing of its original articles and biennially thereafter during the
applicable filing period, file, on a form prescribed by the Secretary
of State, a statement containing: (1) the name of the corporation
and the Secretary of State's file number; (2) the names and complete
business or residence addresses of its chief executive officer,
secretary, and chief financial officer; (3) the street address of its
principal office in this state, if any; (4) the mailing address of
the corporation, if different from the street address of its
principal executive office or if the corporation has no principal
office address in this state; and (5) if the corporation chooses to
receive renewal notices and any other notifications from the
Secretary of State by electronic mail instead of by United States
mail, a valid electronic mail address for the corporation or for the
corporation's designee to receive those notices.
(b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or any domestic
or foreign or foreign business corporation that has complied with
Section 1505 and whose capacity to act as an agent has not
terminated. If a natural person is designated, the statement shall
set forth the person's complete business or residence street address.
If a corporate agent is designated, no address for it shall be set
forth.
(c) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which the
corporation is required to file a return with the Franchise Tax
Board, as required by Article 3 (commencing with Section 23771) of
Chapter 4 of Part 11 of Division 2 of the Revenue and Taxation Code
and the immediately preceding five calendar months, excluding
extensions. The Secretary of State shall provide a notice to each
corporation 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 corporation 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 corporation has elected to
receive notices from the Secretary of State by electronic mail.
Neither the failure of the Secretary of State to send the notice nor
the failure of the corporation to receive it is an excuse for failure
to comply with this section.
(d) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b). In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b). Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
(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 corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.
SEC. 4. Section 12570 of the Corporations Code is amended to read:
12570. (a) Every corporation shall, within 90 days after the
filing of its original articles and annually thereafter during the
applicable filing period in each year, file, on a form prescribed by
the Secretary of State, a statement containing: (1) the name of the
corporation and the Secretary of State's file number; (2) the names
and complete business or residence addresses of its chief executive
officer or general manager, secretary, and chief financial officer;
(3) the street address of its principal office in this state, if any;
(4) the mailing address of the corporation, if different from the
street address of its principal office in this state; and (5) if the
corporation chooses to receive renewal notices and any other
notifications from the Secretary of State by electronic mail instead
of by United States mail, the corporation shall include a valid
electronic mail address for the corporation or for the corporation's
designee to receive those notices.
(b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or any domestic
or foreign corporation that has complied with Section 1505 and whose
capacity to act as an agent has not terminated. If a natural person
is designated, the statement shall set forth the person's complete
business or residence street address. If a corporate agent is
designated, no address for it shall be set forth.
(c) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which the
corporation is required to file a return with the Franchise Tax
Board, as required by Chapter 11 (commencing with Section 23771) of
Part 10.2 11 of Division 2 of the
Revenue and Taxation Code and the immediately preceding five calendar
months, excluding extensions. The Secretary of State shall provide a
notice to each corporation 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 corporation 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 corporation has
elected to receive notices from the Secretary of State by electronic
mail. Neither the failure of the Secretary of State to send the
notice nor the failure of the corporation to receive it is an excuse
for failure to comply with this section.
(d) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b). In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b). Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
(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 corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.
SEC. 5. 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 so 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, manufacture of aircraft,
wholesale liquor distributor, or retail department store.
(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 or a foreign limited liability company
shall be the calendar month during which the limited liability
company or foreign limited liability company is required to file a
return with the Franchise Tax Board, as required by Chapter 2
(commencing with Section 18501) of Part 10.2 of Division 2 of the
Revenue and Taxation Code and the immediately preceding five calendar
months, excluding extensions. 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 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 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.
SEC. 6. Section 14101.6 of the Financial Code is amended to read:
14101.6. (a) Every credit union shall, within 90 days after the
filing of its original articles and annually thereafter during the
applicable filing period in each year, file, in a form prescribed by
the Secretary of State, a statement containing: (1) the name of the
credit union and the Secretary of State's file number; (2) the names
and complete business or residence addresses of its chief executive
officers, secretary, and chief financial officer; (3) the street
address of its principal office, if any; (4) if the credit union
chooses to receive renewal notices and any other notifications from
the Secretary of State by electronic mail instead of by United States
mail, a valid electronic mail address for the credit union or for
the credit union's designee to receive those notices; and (5) the
mailing address of the credit union, if different from the street
address of its principal office.
(b) The statement required by subdivision (a) shall also
designate, as the agent of the credit union for the purpose of
service of process, a natural person residing in this state or any
domestic or foreign business corporation that has complied with
Section 1505 of the Corporations Code and whose capacity to act as an
agent has not terminated. If a natural person is designated, the
statement shall set forth that person's complete business or
residence street address. If a corporate agent is designated, no
address for it shall be set forth.
(c) For the purposes of this section, the applicable filing period
for a credit union shall be the calendar month during which the
credit union is required to file a return with the Franchise Tax
Board, as required by Chapter 11 (commencing with Section 23771) of
Part 10.2 11 of Division 2 of the
Revenue and Taxation Code and the immediately preceding five calendar
months, excluding extensions. The Secretary of State shall provide a
notice to each credit union 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 credit union according to
the records of the Secretary of State if the credit union has elected
to receive notices from the Secretary of State by electronic mail.
Neither the failure of the Secretary of State to provide the notice
nor the failure of the credit union to receive it is an excuse for
failure to comply with this section.
(d) Whenever any of the information required by subdivision (a) is
changed, the credit union may file a current statement containing
all the information required thereby. In order to change its agent
for service of process or the address of the agent, the corporation
must file a current statement containing all the information required
by subdivisions (a) and (b). Whenever any statement is filed
pursuant to this section, it supersedes any previously filed
statement and the statement in the articles as to the agent for
service of process and the address of the agent.
(e) An agent designated for service of process pursuant to
subdivision (b) may file a signed and acknowledged written statement
of resignation as such agent. Thereupon the authority of the agent to
act in such capacity shall cease and the Secretary of State
forthwith shall notify the credit union of the filing of the
statement of resignation.
(f)
If a natural person who has been designated agent for service of
process pursuant to subdivision (b) dies or resigns or no longer
resides in the state, or if the corporate agent for such purpose
resigns, dissolves, withdraws from the state, forfeits its right to
transact intrastate business, has its corporate rights, powers, and
privileges suspended or ceases to exist, the credit union shall
forthwith file a new statement designating a new agent conforming to
the requirements of subdivision (a).
(g) Under regulations adopted by the Secretary of State, the
resignation of an agency may be effective if the agent disclaims
having been properly appointed as the agent.
(h) 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.
(i) This section shall not be construed to place any person
dealing with the credit union on notice of or in any duty to inquire
about the existence or content of the statement filed pursuant to
this section.
