Juan Vargas
- Democratic
Author
(1) Existing law, the Beverly-Killea Limited Liability Company Act, authorizes a limited liability company to engage in any lawful business activity, as specified, and governs the formation of limited liability companies, including requiring the members to enter into an operating agreement that shall be in writing or oral and to execute and file articles of organization with the Secretary of State. This bill would repeal that act as of January 1, 2014, and enact the California Revised Uniform Limited Liability Company Act, as of that date, which would recast provisions governing the formation and operation of limited liability companies. The bill would also authorize an operating agreement to be in a record or implied, in addition to being in writing or oral, and authorize a combination of those forms. (2) Existing law establishes requirements and procedures for membership interests in limited liability companies, including voting, meeting, and inspection rights. Existing law also specifies the duties and obligations of the managers of a limited liability company, including member-managers, as specified. The bill would distinguish between a manager-managed limited liability company and a member-managed limited liability company for purposes of defining the scope of a member's agency and imposing fiduciary duties only on persons in control of a limited liability company. The bill would authorize the establishment of classes of members. (3) Existing law provides that the Secretary of State may issue a certificate of status with respect to a limited liability company. This bill would also authorize the Secretary of State to issue a certificate of registration with respect to a foreign limited liability company. The bill would provide for the filing of specified records and would further provide that an individual who signs such a record affirms under penalty of perjury that the information in the record is accurate. (4) Existing law does not specifically provide for jurisdiction of courts in matters regarding a limited liability company. This bill would allow a limited liability company to be subject to the nonexclusive jurisdiction of courts in another state or the exclusive jurisdiction of California courts. The bill would also allow a member to consent to arbitration, as specified. (5) Existing law does not specifically provide for a member to dissociate from a limited liability company. This bill would specify when a member would be dissociated from a limited liability company and the effects of dissociation on the member. (6) Existing law establishes capital contribution standards and liability of members, and regulates the allocation of profits and losses, distributions of money and property, withdrawal of membership, assignment of interests, and dissolution of limited liability companies. Existing law requires the registration of foreign limited liability companies, as defined, with the Secretary of State, and prohibits the transaction of business in this state by an unregistered foreign limited liability company, subject to specified penalties. Existing law also regulates the merger of a limited liability company with one or more limited liability companies or other business entities, as specified, including requiring an agreement of merger and protection of the rights and liabilities of limited liability companies, creditors, and dissenting members. This bill would revise and recast those provisions. (7) The bill would provide that its provisions shall be operative on January 1, 2014. (8) Because this bill would expand the scope of the crime of perjury, the bill would impose 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 a specified reason.
Approved by the Governor.
Chaptered by Secretary of State. Chapter 419, Statutes of 2012.
Enrolled and presented to the Governor at 4:30 p.m.
Assembly Rule 63 suspended. (Page 6737.)
Assembly amendments concurred in. (Ayes 31. Noes 0. Page 5107.) Ordered to engrossing and enrolling.
In Senate. Concurrence in Assembly amendments pending.
Read third time. Passed. (Ayes 80. Noes 0. Page 6738.) Ordered to the Senate.
Read second time. Ordered to consent calendar.
Read second time and amended. Ordered to second reading.
Joint Rule 62(a) file notice suspended. (Page 6438.)
From committee: Do pass as amended. Ordered to consent calendar. (Ayes 9. Noes 0.) (August 28).
Re-referred to Com. on JUD. pursuant to Assembly Rule 77.2.
Ordered to third reading.
Read third time and amended. (Page 6171.)
Action rescinded whereby the bill was read third time, passed, and ordered to the Senate.
Ordered to third reading.
Read third time. Passed. (Ayes 77. Noes 0. Page 6032.) Ordered to the Senate.
Read second time. Ordered to consent calendar.
Read second time and amended. Ordered to second reading.
From committee: Do pass as amended. Ordered to consent calendar. (Ayes 17. Noes 0.) (August 8).
From committee with author's amendments. Read second time and amended. Re-referred to Com. on APPR.
From committee: Do pass and re-refer to Com. on APPR. (Ayes 10. Noes 0.) (July 3). Re-referred to Com. on APPR.
Hearing postponed by committee.
In Assembly. Read first time. Held at Desk.
Read third time. Passed. (Ayes 37. Noes 0. Page 2715.) Ordered to the Assembly.
Read second time. Ordered to third reading.
From committee: Be placed on second reading file pursuant to Senate Rule 28.8.
Read second time and amended. Re-referred to Com. on APPR.
(Corrected January 23.)
From committee: Do pass as amended and re-refer to Com. on APPR. (Ayes 5. Noes 0. Page 2623.) (January 10).
From committee with author's amendments. Read second time and amended. Re-referred to Com. on JUD.
From printer. May be acted upon on or after March 17.
Introduced. Read first time. To Com. on RLS. for assignment. To print.
| Bill Text Versions | Format |
|---|---|
| SB323 | HTML |
| 02/14/11 - Introduced | |
| 01/04/12 - Amended Senate | |
| 01/13/12 - Amended Senate | |
| 08/06/12 - Amended Assembly | |
| 08/14/12 - Amended Assembly | |
| 08/23/12 - Amended Assembly | |
| 08/29/12 - Amended Assembly | |
| 09/10/12 - Enrolled | |
| 09/21/12 - Chaptered |
| Document | Format |
|---|---|
| No related documents. |
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