Bill Text: CA AB367 | 2013-2014 | Regular Session | Amended

California Assembly Bill 367 (Prior Session Legislation)

Bill Title: Limited liability companies: filings.

Sponsorship: Partisan Bill (Democrat 1)

Status: (Introduced - Dead) 2014-02-03 - From committee: Filed with the Chief Clerk pursuant to Joint Rule 56. [AB367 Detail]

Download: California-2013-AB367-Amended.html

BILL NUMBER: AB 367	AMENDED
	BILL TEXT

	AMENDED IN ASSEMBLY  MARCH 19, 2013

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:  no
  yes  . State-mandated 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.