Bill Text: CA SB653 | 2009-2010 | Regular Session | Amended

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

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Bill Title: State employees: memorandum of understanding.

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Engrossed - Dead) 2010-06-22 - Hearing postponed by committee. [SB653 Detail]

Download: California-2009-SB653-Amended.html

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BILL NUMBER: SB 653	AMENDED
	BILL TEXT

	AMENDED IN SENATE  MAY 28, 2009
	AMENDED IN SENATE  MAY 6, 2009
	AMENDED IN SENATE  APRIL 21, 2009

INTRODUCED BY   Senator Correa

                        FEBRUARY 27, 2009

   An act to amend Sections 17001, 17056, 17060, 17450, and 17451 of
the Corporations Code, and to amend Section 17941 of the Revenue and
Taxation Code, relating to business.


	LEGISLATIVE COUNSEL'S DIGEST


   SB 653, as amended, Correa. Foreign limited liability companies:
Indian tribes.
    Federally recognized tribes are those Indian tribes recognized by
 an act of the United States Congress, a decision of a United
States court, or  the United States Secretary of the Interior
for certain federal government purposes.  Existing federal
law authorizes a federally recognized tribe to form a business
entity. 
   Existing law requires every limited liability company and every
foreign limited liability company registered to transact intrastate
business in California to file certain information with the Secretary
of State and to comply with various other procedures. Existing law
defines "foreign limited liability company" as either an entity
formed under the limited liability company laws of any state other
than this state or a specified entity formed under the laws of a
foreign country meeting certain requirements.
   This bill would revise this definition to provide that a "foreign
limited liability company" also includes an entity formed under the
limited liability laws of a federally recognized Indian tribe.
   Existing law provides that the organization and internal affairs
and various other matters relating to a foreign limited liability
company are generally governed by the laws of the state or foreign
 jurisdiction   country  under which the
limited liability company is organized.
    This bill would also refer to the laws of a federally recognized
Indian tribe under which a limited liability company may be
organized. The bill would make other conforming changes.
   Existing law imposes a tax under the Personal Income Tax Law on a
limited liability company doing business in this state, and defines
"limited liability company" for these purposes to include limited
liability companies formed under the laws of this state, another
state, or a foreign country.
   This bill would include within that definition a limited liability
company formed under the laws of a federally recognized Indian
tribe.
   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 17001 of the Corporations Code is amended to
read:
   17001.  Unless the context otherwise indicates, the following
definitions govern the construction of this title:
   (a) "Acknowledged" means that an instrument is either of the
following:
   (1) Formally acknowledged as provided in Article 3 (commencing
with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of
the Civil Code.
   (2) Executed to include substantially the following wording
preceding the signature: It is hereby declared that I am the person
who executed this instrument, which execution is my act and deed.
   Any certificate of acknowledgment taken without this state before
a notary public or a judge or clerk of a court of record having an
official seal need not be further authenticated.
   (b) "Articles of organization" means articles of organization
filed under Section 17050, including all amendments thereto or
restatements thereof, or, in the case of a foreign limited liability
company, all documents that serve a like function under the laws of
the jurisdiction in which the foreign limited liability company is
organized.
   (c) "Bankrupt" or "bankruptcy" means, with respect to any person,
being the subject of an order for relief under Title 11 of the United
States Code, or any successor statute or other statute in any
foreign jurisdiction having like import or effect.
   (d) "Capital account" means, unless otherwise provided in the
operating agreement, the amount of the capital interest of a member
in the limited liability company consisting of that member's original
contribution, as (1) increased by any additional contributions and
by that member's share of the limited liability company's profits,
and (2) decreased by any distribution to that member and by that
member's share of the limited liability company's losses.
   (e) "Constituent limited liability company" means a limited
liability company that is merged with or into one or more other
limited liability companies or other business entities and includes a
surviving limited liability company.
   (f) "Constituent other business entity" means any other business
entity that is merged with or into one or more limited liability
companies and includes a surviving other business entity.
   (g) "Contribution" means any money, property, or services
rendered, or a promissory note or other binding obligation to
contribute money or property, or to render services as permitted in
this title, which a member contributes to a limited liability company
as capital in that member's capacity as a member pursuant to an
agreement between the members, including an agreement as to value.
   (h) "Disappearing limited liability company" means a constituent
limited liability company that is not the surviving limited liability
company.
   (i) "Disappearing other business entity" means a constituent other
business entity that is not the surviving other business entity.
   (j) "Distribution" means the transfer of money or property by a
limited liability company to its members without consideration.
   (k) "Domestic" means organized under the laws of this state when
used in relation to any limited liability company, other business
entity or person (other than a natural person).
   () "Domestic corporation" means a corporation as defined in
Section 162.
   (m) "Domestic limited partnership" means a partnership formed by
two or more persons under the laws of this state and having one or
more general partners and one or more limited partners.
   (n) "Economic interest" means a person's right to share in the
income, gains, losses, deductions, credit, or similar items of, and
to receive distributions from, the limited liability company, but
does not include any other rights of a member, including, without
limitation, the right to vote or to participate in management, or,
except as provided in Section 17106, any right to information
concerning the business and affairs of the limited liability company.

   (o) (1) "Electronic transmission by the limited liability company"
means a communication (a) delivered by (1) facsimile
telecommunication or electronic mail when directed to the facsimile
number or electronic mail address, respectively, for that recipient
on record with the limited liability company, (2) posting on an
electronic message board or network that the limited liability
company has designated for those communications, together with a
separate notice to the recipient of the posting, which transmission
shall be validly delivered upon the later of the posting or delivery
of the separate notice thereof, or (3) other means of electronic
communication, (b) to a recipient who has provided an unrevoked
consent to the use of those means of transmission, and (c) that
creates a record that is capable of retention, retrieval, and review,
and that may thereafter be rendered into clearly legible tangible
form. However, an electronic transmission by a limited liability
company to an individual member is not authorized unless, in addition
to satisfying the requirements of this section, the transmission
satisfies the requirements applicable to consumer consent to
electronic records as set forth in the Electronic Signatures in
Global and National Commerce Act (15 U.S.C. Sec. 7001(c)(1)).
   (2) "Electronic transmission to the limited liability company"
means a communication (a) delivered by (1) facsimile
telecommunication or electronic mail when directed to the facsimile
number or electronic mail address, respectively, which the limited
liability company has provided from time to time to members or
managers for sending communications to the limited liability company,
(2) posting on an electronic message board or network that the
limited liability company has designated for those communications,
and which transmission shall be validly delivered upon the posting,
or (3) other means of electronic communication, (b) as to which the
limited liability company has placed in effect reasonable measures to
verify that the sender is the member or manager (in person or by
proxy) purporting to send the transmission, and (c) that creates a
record that is capable of retention, retrieval, and review, and that
may thereafter be rendered into clearly legible tangible form.
   (p) "Foreign corporation" means a corporation formed under the
laws of any state other than this state or under the laws of the
United States or of a foreign country.
   (q) "Foreign limited liability company" means either (1) an entity
formed under the limited liability company laws of any state other
than this state, or any federally recognized Indian tribe, or (2) an
entity organized under the laws of any foreign country that is (A) an
unincorporated association, (B) organized under a statute pursuant
to which an association may be formed that affords each of its
members limited liability with respect to the liabilities of the
entity, and (C) not an entity that is required to be registered or
qualified pursuant to the provisions of Title 1 (commencing with
Section 100) or Title 2 (commencing with Section 15001); but the term
"foreign limited liability company" does not include a foreign
association, as defined in Section 170.
   (r) "Foreign limited partnership" means a partnership formed under
the laws of any state other than this state or under the laws of a
foreign country, including a limited liability limited partnership,
and having as partners one or more general partners and one or more
limited partners or their equivalents under any name.
   (s) "Foreign other business entity" means any other business
entity formed under the laws of any state other than this state or
under the laws of the United States or of a foreign country.
   (t) "Limited liability company" or "domestic limited liability
company" means an entity having one or more members that is organized
under this title and is subject to the provisions of Section 17101.
   (u) "Mail" unless otherwise provided in the operating agreement,
means first-class mail, postage prepaid, unless registered mail is
specified. Registered mail includes certified mail.
   (v) "Majority in interest of the members," unless otherwise
provided in the operating agreement, means more than 50 percent of
the interests of members in current profits of the limited liability
company.
   (w) "Manager" means a person elected by the members of a limited
liability company to manage the limited liability company if the
articles of organization contain the statement referred to in
subdivision (b) of Section 17151 or, if the articles of organization
do not contain that statement, "manager" means each of the members of
the limited liability company.
   (x) "Member" means a person who:
   (1) Has been admitted to a limited liability company as a member
in accordance with the articles of organization or operating
agreement, or an assignee of an interest in a limited liability
company who has become a member pursuant to Section 17303.
   (2) Has not resigned, withdrawn, or been expelled as a member or,
if other than an individual, been dissolved.
   (y) "Member of record" means a member named as a member on the
list maintained in accordance with paragraph (1) of subdivision (a)
of Section 17058.
   (z) "Membership interest" means a member's rights in the limited
liability company, collectively, including the member's economic
interest, any right to vote or participate in management, and any
right to information concerning the business and affairs of the
limited liability company provided by this title.
   (aa) "Officer" means any person elected or appointed pursuant to
Section 17154.
   (ab) "Operating agreement" means any agreement, written or oral,
between all of the members as to the affairs of a limited liability
company and the conduct of its business in any manner not
inconsistent with law or the articles of organization, including all
amendments thereto, or, in the case of a foreign limited liability
company, all documents that serve a like function under the laws of
the jurisdiction in which the foreign limited liability company is
organized. The term "operating agreement" may include, without more,
an agreement between all the members to organize a limited liability
company pursuant to the provisions of this title.
   (ac) "Other business entity" means a corporation, limited
partnership, general partnership, business trust, real estate
investment trust, or an unincorporated association (other than a
nonprofit association), but excluding a domestic limited liability
company and a foreign limited liability company.
   (ad) "Parent," when used in relation to a specified limited
liability company, means a person who owns, directly or indirectly,
membership interests possessing more than 50 percent of the voting
power of the specified limited liability company. When used in
relation to a specified corporation or limited partnership, the term
"parent" shall have the meanings set forth in Section 175 and
subdivision (w) of Section 15611 or subdivision (v) of Section
15901.02 respectively.
   (ae) "Person" means an individual, partnership, limited
partnership, trust, estate, association, corporation, limited
liability company, or other entity, whether domestic or foreign.
   (af) [RESERVED]
   (ag) [RESERVED]
   (ah) [RESERVED]
   (ai) "Proxy," unless otherwise provided in the operating
agreement, means a written authorization signed or an electronic
transmission authorized by a member or the member's attorney-in-fact
giving another person the power to exercise the voting rights of that
member. "Signed," for the purpose of this section, means the placing
of the member's name on the proxy (whether by manual signature,
typewriting, telegraphic or electronic transmission, or otherwise) by
the member or member's attorney-in-fact.
   A proxy may be transmitted by an oral telephonic transmission if
it is submitted with information from which it may be determined that
the proxy was authorized by the member, or by the member's
attorney-in-fact.
   (aj) "Return of capital," unless otherwise provided in the
operating agreement, means any distribution to a member to the extent
that the member's capital account, immediately after the
distribution, is less than the amount of that member's contributions
to the limited liability company as reduced by prior distributions
that were a return of capital.
   (ak) "State" means a state, territory, or possession of the United
States, the District of Columbia, or the Commonwealth of Puerto
Rico.
   (a) "Subsidiary of a specified limited liability company" means a
limited liability company or other business entity in which shares,
interests, or other securities possessing more than 50 percent of the
voting power are owned by the specified limited liability company.
   (am) "Surviving limited liability company" means a limited
liability company into which one or more other limited liability
companies or other business entities are merged.
   (an) "Surviving other business entity" means an other business
entity into which one or more limited liability companies are merged.

   (ao) "Time a notice is given or sent," unless otherwise expressly
provided, means the time a written notice is deposited in the United
States mail; is personally delivered to the recipient, is delivered
to a common carrier for transmission, or is actually transmitted by
the person giving the notice by electronic transmission, to the
recipient; or the time any oral notice is communicated, in person or
by telephone, to the recipient or to a person at the office of the
recipient who the person giving the notice has reason to believe will
promptly communicate it to the recipient.
   (ap) "Transact intrastate business" means to enter into repeated
and successive transactions of business in this state, other than in
interstate or foreign commerce.
   (1) Without excluding other activities which may not be considered
to be transacting intrastate business, a foreign limited liability
company shall not be considered to be transacting intrastate business
merely because its subsidiary transacts intrastate business, or
merely because of its status as any one or more of the following:
   (A) A shareholder of a domestic corporation.
   (B) A shareholder of a foreign corporation transacting intrastate
business.
   (C) A limited partner of a foreign limited partnership transacting
intrastate business.
   (D) A limited partner of a domestic limited partnership.
   (E) A member or manager of a foreign limited liability company
transacting intrastate business.
   (F) A member or manager of a domestic limited liability company.
   (2) Without excluding other activities which may not be considered
to be transacting intrastate business, a foreign limited liability
company shall not be considered to be transacting intrastate business
within the meaning of this subdivision solely by reason of carrying
on in this state any one or more of the following activities:
   (A) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof, or the settlement of claims or disputes.
   (B) Holding meetings of its managers or members or carrying on any
other activities concerning its internal affairs.
   (C) Maintaining bank accounts.
   (D) Maintaining offices or agencies for the transfer, exchange,
and registration of the foreign limited liability company's
securities or maintaining trustees or depositaries with respect to
those securities.
   (E) Effecting sales through independent contractors.
   (F) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where those orders require
acceptance without this state before becoming binding contracts.
   (G) Creating or acquiring evidences of debt or mortgages, liens,
or security interests in real or personal property.
   (H) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.
   (I) Conducting an isolated transaction that is completed within
180 days and not in the course of a number of repeated transactions
of a like nature.
   (3) A person shall not be deemed to be transacting intrastate
business in this state merely because of its status as a member or
manager of a domestic limited liability company or a foreign limited
liability company registered to transact intrastate business in this
state.
   (aq) "Vote" includes authorization by written consent.
   (ar) "Voting power" means the power to vote on any matter at the
time any determination of voting power is made and does not include
the right to vote upon the happening of some condition or event which
has not yet occurred.
   (as) "Withdrawal" includes the resignation or retirement of a
member as a member.
   (at) "Written" or "in writing" includes facsimile, telegraphic,
and other electronic communication as authorized by this code.
  SEC. 2.  Section 17056 of the Corporations Code is amended to read:

   17056.  (a) Unless otherwise specified in any other section of
this title, any document required by this title to be executed and
filed with the Secretary of State shall be executed:
   (1) By the person or persons organizing the limited liability
company when the limited liability company has not yet been formed.
   (2) By any manager.
   (3) If the limited liability company is in the hands of a
receiver, trustee, or other court-appointed fiduciary, by that
fiduciary.
   (4) In the case of a foreign limited liability company, in the
manner required by the laws of the state  , the foreign country,
 or the federally recognized Indian tribe of its organization.
   (b) Any person may execute any document referred to in subdivision
(a) by an attorney-in-fact. Powers of attorney relating to the
signing of those documents by an attorney-in-fact need not be sworn
to, verified, or acknowledged, and need not be filed with the
Secretary of State.
   (c) Any instrument filed with respect to a limited liability
company, other than the original articles of organization, may
provide that it is to become effective not more than 90 days after
its filing date. In case a delayed effective date is specified, the
instrument may be prevented from becoming effective by a certificate
stating that by appropriate action it has been revoked and is null
and void. This certificate shall be executed in the same manner as
the original instrument and shall be filed before the specified
effective date. In the case of a merger agreement or certificate of
merger, a certificate revoking the earlier filing need only be
executed on behalf of one of the constituent parties to the merger.
If no revocation certificate is filed, the instrument becomes
effective on the date specified.
   (d) If the Secretary of State determines that an instrument
submitted for filing or otherwise submitted does not conform to the
law and returns it to the person submitting it, the instrument may be
resubmitted accompanied by a written opinion of a member of the
State Bar of California submitting the instrument or representing the
person submitting it, to the effect that the specific provisions of
the instrument objected to by the Secretary of State does conform to
law and stating the points and authorities upon which the opinion is
based. The Secretary of State shall rely, with respect to any
disputed point of law, other than the application of Sections 17052,
17053, 17451, and 17452, upon that written opinion in determining
whether the instrument conforms to law. The date of filing in that
case shall be the date the instrument is received on resubmission.
  SEC. 3.  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 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  , the foreign country,  or the federally
recognized Indian tribe under the laws of which it is organized.
   (2) The name and 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 and, in
the case of a domestic limited liability company, of the office
required to be maintained pursuant to Section 17057.
   (4) 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.

   (5) The general type of business that constitutes the principal
business activity of the limited liability company (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).
   (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. The Secretary of State shall mail a
form for compliance with this section to each limited liability
company approximately three months prior to the close of the
applicable filing period. The form shall state the due date thereof
and shall be mailed to the last address of the limited liability
company according to the records of the Secretary of State. 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, the 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 shall file a current
statement containing all the information required by subdivision (a).
Whenever any statement is filed pursuant to this section changing
the name and address of the agent for service of process, that
statement supersedes any previously filed statement pursuant to this
section, the statement in the original articles of organization, and
the statement in any restated articles of organization that have been
filed, or in the case of a foreign limited liability company, in the
application for registration. Whenever restated articles of
organization are filed, the statement therein, if any, of the name
and address of the agent for service of process supersedes any
previously filed statement pursuant to this section.
   (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.
  SEC. 4.  Section 17450 of the Corporations Code is amended to read:

   17450.  Subject to the provisions of Section 17453:
   (a) The laws of the state  , the foreign country,  or the
federally recognized Indian tribe under which a foreign limited
liability company is organized shall govern its organization and
internal affairs and the liability and authority of its managers and
members.
   (b) A foreign limited liability company may not be denied
registration by reason of any difference between those laws and the
laws of this state.
  SEC. 5.  Section 17451 of the Corporations Code is amended to read:

   17451.  (a) Before transacting intrastate business in this state,
a foreign limited liability company shall register with the Secretary
of State. In order to register, a foreign limited liability company
shall submit to the Secretary of State an application for
registration as a foreign limited liability company, signed by a
person with authority to do so under the laws of the state  , the
foreign country,  or the federally recognized Indian tribe of
its organization, on a form prescribed by the Secretary of State and
setting forth:
   (1) The name of the foreign limited liability company and, if
different, the name under which it proposes to transact business in
this state.
   (2) The state  , the foreign country,  or the federally
recognized Indian tribe and the  date of its organization
and a statement that the foreign limited liability company is
authorized to exercise its powers and privileges in that
jurisdiction.
   (3) The name and address of an agent for service of process on the
foreign limited liability company meeting the qualifications
specified in paragraph (1) of subdivision (d) of Section 17061,
unless a corporate agent is designated, in which case only the name
of the agent shall be set forth.
   (4) A statement that the Secretary of State is appointed the agent
of the foreign limited liability company for service of process if
the agent has resigned and has not been replaced or if the agent
cannot be found or served with the exercise of reasonable diligence.
   (5) The address of the principal executive office of the foreign
limited liability company and of its principal office in this state,
if any.
   (b) Annexed to the application for registration shall be a
certificate from an authorized public official of the foreign limited
liability company's jurisdiction of organization to the effect that
the foreign limited liability company is in good standing in that
jurisdiction, if the laws of that jurisdiction permit the issuance of
those certificates; or, in the alternative, a statement by the
foreign limited liability company that
           the laws of its jurisdiction of organization do not permit
the issuance of those certificates.
   (c) The Secretary of State may cancel the application and
certificate of registration of a foreign limited liability company if
a check or other remittance accepted in payment of the filing fee is
not paid upon presentation. Upon receiving written notification that
the item presented for payment has not been honored for payment, the
Secretary of State shall give a first written notice of the
applicability of this section to the agent for service of process or
to the person submitting the instrument. Thereafter, if the amount
has not been paid by cashier's check or equivalent, the Secretary of
State shall give a second written notice of cancellation and the
cancellation shall thereupon be effective. The second notice shall be
given 20 days or more after the first notice and 90 days or less
after the original filing.
   (d) The Secretary of State shall include with instructional
materials, provided in conjunction with registration under
subdivision (a), a notice that filing the registration will obligate
the limited liability company to pay an annual tax to the Franchise
Tax Board pursuant to Section 17941 of the Revenue and Taxation Code.
That notice shall be updated annually to specify the dollar amount
of the tax.
  SEC. 6.  Section 17941 of the Revenue and Taxation Code is amended
to read:
   17941.  (a) For each taxable year beginning on or after January 1,
1997, a limited liability company doing business in this state (as
defined in Section 23101) shall pay annually to this state a tax for
the privilege of doing business in this state in an amount equal to
the applicable amount specified in paragraph (1) of subdivision (d)
of Section 23153 for the taxable year.
   (b) (1) In addition to any limited liability company that is doing
business in this state and is therefore subject to the tax imposed
by subdivision (a), for each taxable year beginning on or after
January 1, 1997, a limited liability company shall pay annually the
tax prescribed in subdivision (a) if articles of organization have
been accepted, or a certificate of registration has been issued, by
the office of the Secretary of State. The tax shall be paid for each
taxable year, or part thereof, until a certificate of cancellation of
registration or of articles of organization is filed on behalf of
the limited liability company with the office of the Secretary of
State.
   (2) If a taxpayer files a return with the Franchise Tax Board that
is designated as its final return, the Franchise Tax Board shall
notify the taxpayer that the annual tax shall continue to be due
annually until a certificate of cancellation is filed with the
Secretary of State pursuant to Section 17356 or 17455 of the
Corporations Code.
   (c) The tax assessed under this section shall be due and payable
on or before the 15th day of the fourth month of the taxable year.
   (d) For purposes of this section, "limited liability company"
means an organization, other than a limited liability company that is
exempt from the tax and fees imposed under this chapter pursuant to
Section 23701h or Section 23701x, that is formed by one or more
persons under the law of this state, any other country, any other
state, or any federally recognized Indian tribe as a "limited
liability company" and that is not taxable as a corporation for
California tax purposes.
   (e) Notwithstanding anything in this section to the contrary, if
the office of the Secretary of State files a certificate of
cancellation pursuant to Section 17350.5 of the Corporations Code for
any limited liability company, then paragraph (1) of subdivision (f)
of Section 23153 shall apply to that limited liability company as if
the limited liability company were properly treated as a corporation
for that limited purpose only, and paragraph (2) of subdivision (f)
of Section 23153 shall not apply. Nothing in this subdivision
entitles a limited liability company to receive a reimbursement for
any annual taxes or fees already paid.