Robert M. Hertzberg
- Democratic
Author
Existing law, namely the General Corporation Law, the Social Purpose Corporations Act, the Nonprofit Public Benefit Corporation Law, the Nonprofit Mutual Benefit Corporation Law, the Nonprofit Religious Corporation Law, and the Cooperative Corporation Law, among other things, prohibits the Secretary of State from filing articles of incorporation that set forth a name likely to mislead the public or that is the same as, or so similar as tends to deceive, the name of specified domestic and foreign corporations, except that a corporation is authorized to adopt a name that is substantially the same as a specified existing domestic or foreign corporation, upon proof of consent by that corporation and a finding by the secretary that the public, under the circumstances, is unlikely to be misled. This bill would eliminate the above-described exception. Existing law, the Moscone-Knox Professional Corporation Act, exempts a domestic or foreign professional corporation's name from specified naming requirements in the General Corporation Law as long as the name of the professional corporation contains, and is restricted to, the name or last name of specified persons, including, but not limited to, present, prospective, or former shareholders. The act prohibits the Secretary of State from using specified naming requirements in the General Corporation Law to refuse to file articles of incorporation or issue a certificate of qualification, as applicable, that sets forth a name that does not comply with those requirements. However, under existing law, the name is prohibited from being substantially the same as the name of a domestic corporation, the name of a foreign corporation qualified to render professional services in this state that is authorized to transact business in this state, or a name that is under reservation for another corporation. This bill would delete the exemption and make the domestic and foreign professional corporations subject to the naming requirements of the General Corporation Law. Existing law, the Uniform Limited Partnership Act of 2008, requires the name of a limited partnership be distinguishable from the names of other domestic and foreign limited partnerships that have previously filed a certificate or registered, as applicable, with the Secretary of State and from reserved names. An exemption to these requirements authorizes a limited partnership to apply to the Secretary for authorization to use a name that does not comply with those requirements, and the Secretary is required to authorize the use of the noncomplying name if certain conditions are met. This bill would delete the exception and would prohibit the name from being one that the Secretary determines is likely to mislead the public. The bill would also authorize enjoining the use of a name violating these provisions notwithstanding the Secretary filing the certificate of limited partnership. Existing law, the California Revised Uniform Limited Liability Company Act, prohibits the name of a limited liability company from being one that the Secretary of State determines is likely to mislead the public and requires the name to be distinguishable from the names of other domestic and foreign limited liability companies that are authorized to transact business in this state and from reserved names. An exemption to this prohibition authorizes a limited liability company to apply to the Secretary for authorization to use a name that does not comply with those requirements, and the Secretary is required to authorize the use of the noncomplying name if certain conditions are met. This bill would delete the exception and would also authorize enjoining the use of a name violating these provisions notwithstanding the Secretary of State filing the limited liability company's articles. Existing law specifies the formal requirements for filings with the Secretary of State by general, nonprofit, sole organized, and cooperative corporations. This bill would require, with respect to general, nonprofit, and cooperative corporations, that general filings with the Secretary of State contain the corporate name and number as they appear in the Secretary of State's records. This bill would impose similar requirements for the filings of amendments to articles of incorporation and declarations of dissolution by sole organized corporations.
Chaptered by Secretary of State. Chapter 361, Statutes of 2020.
Approved by the Governor.
Enrolled and presented to the Governor at 2 p.m.
In Senate. Concurrence in Assembly amendments pending.
Assembly amendments concurred in. (Ayes 39. Noes 0.) Ordered to engrossing and enrolling.
Ordered to special consent calendar.
Read third time. Passed. (Ayes 75. Noes 0. Page 5282.) Ordered to the Senate.
Read second time. Ordered to consent calendar.
From committee: Do pass. Ordered to consent calendar. (Ayes 18. Noes 0.) (August 18).
From committee: Do pass and re-refer to Com. on APPR. with recommendation: To consent calendar. (Ayes 12. Noes 0.) (August 12). Re-referred to Com. on APPR.
From committee with author's amendments. Read second time and amended. Re-referred to Com. on B. & F.
July 27 hearing postponed by committee.
In Assembly. Read first time. Held at Desk.
Read third time. Passed. (Ayes 37. Noes 0. Page 3130.) Ordered to the Assembly.
Read second time. Ordered to third reading.
From committee: Be ordered to second reading pursuant to Senate Rule 28.8.
Set for hearing January 21.
From committee: Do pass and re-refer to Com. on APPR. (Ayes 5. Noes 0. Page 3098.) (January 15). Re-referred to Com. on APPR.
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 B. & F.I. (Ayes 8. Noes 0. Page 3088.) (January 14). Re-referred to Com. on B. & F.I.
Set for hearing January 15 in B. & F.I. pending receipt.
Set for hearing January 14.
From committee with author's amendments. Read second time and amended. Re-referred to Com. on RLS.
From printer. May be acted upon on or after March 24.
Introduced. Read first time. To Com. on RLS. for assignment. To print.
| Bill Text Versions | Format |
|---|---|
| SB522 | HTML |
| 02/21/19 - Introduced | |
| 01/06/20 - Amended Senate | |
| 01/15/20 - Amended Senate | |
| 07/27/20 - Amended Assembly | |
| 09/02/20 - Enrolled | |
| 09/30/20 - Chaptered |
| Document | Format |
|---|---|
| No related documents. |
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