Bill Text: CA AB683 | 2025-2026 | Regular Session | Amended
Bill Title: Business entities: limited liability companies.
Sponsorship: Partisan Bill (Republican 1)
Status: (Engrossed) 2026-05-28 - From committee chair, with author's amendments: Amend, and re-refer to committee. Read second time, amended, and re-referred to Com. on JUD. [AB683 Detail]
Download: California-2025-AB683-Amended.html
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Amended
IN
Senate
May 28, 2026 |
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Amended
IN
Assembly
January 14, 2026 |
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Amended
IN
Assembly
April 21, 2025 |
CALIFORNIA LEGISLATURE—
2025–2026 REGULAR SESSION
Assembly Bill
No. 683
| Introduced by Assembly Member Davies |
February 14, 2025 |
An act to add Section 17702.08 to the Corporations Code, relating to business entities.
LEGISLATIVE COUNSEL'S DIGEST
AB 683, as amended, Davies.
Business entities: limited liability companies.
Existing law, the California Revised Uniform Limited Liability Company Act, establishes procedures governing the formation and regulation of limited liability companies in this state. Existing law requires a limited liability company (LLC) to file certain information, including its articles of organization and amendments to those articles, with the Secretary of State.
This bill would authorize an LLC to present a certification of the LLC’s existence and authority to a licensed escrow agent, licensed real estate broker, and title insurance company or underwritten title company person or entity engaged in the business of title insurance to establish the
present existence of the LLC and identify those with authority to act on its behalf. The bill would require the certification of LLC existence to confirm specified facts or contain certain information, including that its operating agreement or other governing documents have not been revoked, modified, or amended in a manner that would cause the representations contained in it to be incorrect. The bill would require the certification to be in the form of an acknowledged declaration signed by all authorized signers of the LLC and would permit the certification to be recorded with the county recorder, as specified.
This bill would authorize a person whose interests interest may be affected by the LLC’s certification to rely
rely, directly or indirectly, as specified, on the representations in the certification. The bill would further provide that a person who acts in reliance upon a certification without actual knowledge that the representations contained in it are incorrect is not liable to any person for so acting. The bill would provide that any transaction and lien created thereby, entered into by the LLC’s authorized signer and a person acting in reliance upon a certification and authority, shall be enforceable against the LLC’s assets, except as specified.
This bill would also authorize a person to record a certification of LLC existence and authority that relates to an interest in real property in the county recorder in any county in which the real property is located. The bill would require the county recorder to impose a fee prescribed by law for recording that document sufficient to cover its reasonable costs. Because the bill would expand
the crime of perjury and impose a new duty on county recorders, the bill would create a state-mandated local program.
The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.
This bill would provide that no reimbursement is required by this act for specified reasons.
Digest Key
Vote: MAJORITY Appropriation: NO Fiscal Committee: YES Local Program: YESBill Text
The people of the State of California do enact as follows:
SECTION 1.
Section 17702.08 is added to the Corporations Code, to read:17702.08.
(a) A limited liability company may present to a licensed escrow agent, as described in Chapter 2 (commencing with Section 17200) of Division 6 of the Financial Code, a licensed real estate broker, as defined in Section 10015 of the Business and Professions Code, and(b) The certification of limited liability company existence and authority shall confirm the following facts and contain the following information:
(1) The legal name of the limited liability company.
(2) The jurisdiction in which the limited liability company was formed.
(3) The date of filing of the limited liability company’s articles of organization.
(4) That the limited liability company is currently in good standing in its state of organization and, if necessary,
that it is properly registered to do business in the state where the certification is being offered.
(5) A list of persons authorized to act on behalf of the limited liability company as of the date of completion of the certification.
(6) When there are multiple authorized signers, the signature authority of the authorized signers, indicating whether all, or less than all, of the currently acting authorized signers are required to sign in order to exercise various powers of the limited liability company.
(c) The certification shall contain a statement that the limited liability company’s operating agreement or other governance documents have not been revoked, modified, or amended in any manner that would cause the
representations contained in the certification of limited liability company existence and authority to be incorrect and shall contain a statement that it is being signed by all of the currently acting authorized signers of the limited liability company. The certification shall be in the form of an acknowledged declaration signed by all currently acting authorized signers of the limited liability company. The certification signed by the currently acting authorized signers may be recorded in the office of the county recorder in the county where all or a portion of the limited liability company’s real property is located.
(d) The certification of limited liability company existence and authority may, but is not required to, include excerpts from the original operating agreement, any amendments thereto, and any other documents evidencing or
pertaining to the entity.
(e) A person whose interest is, or may be, affected by the certification of limited liability company existence and authority may directly or, through a person or entity described in subdivision (a) acting on the person’s behalf in the transaction, indirectly rely on the representations in the certification, but is not required to do so and may require that the individual offering or recording the certification of limited liability company existence and authority provide copies of the original operating agreement, any amendments thereto, and any other documents that designate, evidence, or pertain to the entity or confer upon the entity and authorized signer the power to act in the pending transaction, or both.
(f) A person who acts in reliance reliance, whether directly or indirectly as described in subdivision (e), upon a certification of limited liability company existence and authority without actual knowledge that the representations contained therein are incorrect is not liable to any person for so acting. A person who does not have actual knowledge that the facts contained in the certification of limited liability company existence and authority are incorrect may assume without inquiry the existence of the facts contained in the certification of limited liability company existence and authority. Actual knowledge shall not be inferred solely from the fact that a copy of all or part
of the limited liability company’s operating agreement, articles of organization, or other supporting documentation is held by the person relying upon the limited liability company existence and authority certification. Any transaction, and any lien created thereby, entered into by the limited liability company’s authorized signer and a person acting in reliance reliance, whether directly or indirectly as described in subdivision (e), upon a certification of limited liability company existence and authority shall be enforceable against the limited liability company assets. However, if the person has actual knowledge that the limited liability company’s authorized signer is acting outside the scope of the limited liability company’s
operating agreement, then the transaction is not enforceable against the limited liability company assets.
(g) Any person may record a certification of limited liability company existence and authority that relates to an interest in real property in the office of the county recorder in any county in which all or a portion of the real property is located. The county recorder shall impose any fee prescribed by law for recording that document sufficient to cover all its reasonable costs incurred by the county in recording the document. The recorded certification of limited liability company existence and authority shall be a public record of the real property involved. This subdivision does not create a requirement to record a certification of limited liability company existence and authority in conjunction with the recordation of a transfer
of title of real property involving a limited liability company.
