SB 1202

Bill Subjects

Abstract

(1) Existing law, the Commercial and Industrial Common Interest Development Act, requires each association, to assist with the identification of commercial or industrial common interest developments, to submit to the Secretary of State specified information concerning the association and development that it manages. Existing law requires the Secretary of State to make the name, address, and either the daytime telephone number or email address of the association's onsite office or managing agent available only for governmental purposes and only to Members of the Legislature and the Business, Consumer Services, and Housing Agency, upon written request. Existing law provides that all other information submitted pursuant to this provision is subject to public inspection pursuant to the California Public Records Act and shall be made available for governmental or public inspection. This bill would delete the above provision requiring the Secretary of State to make the above-described information available only for governmental purposes and specifying other information is subject to public inspection pursuant to the California Public Records Act. (2) Existing law, the General Corporation Law, regulates the organization of specified corporations. Existing law authorizes the Secretary of State to cancel the filing of articles of a domestic corporation or the filing of a statement and designation by a foreign corporation if a check or other remittance accepted in payment of the filing fee or franchise tax is not paid upon presentation. Existing law requires the Secretary of State, upon receiving written notification that the item presented for payment has not been honored for payment, to give written notice of the applicability of this provision and the cancellation date, which is prohibited from being less than 20 days from the date of mailing the written notice to the agent for service of process or to the person submitting the instrument. Existing law provides that if the amount has not been paid by cashier's check or equivalent before the date of cancellation as stated in the written notice of cancellation, the cancellation then becomes effective. Existing law also requires the written notice to be given 70 days or less after the original filing. This bill would also authorize the Secretary of State, in the above circumstances, to cancel articles effecting a conversion. The bill would require the Secretary of State, within 90 days of receiving written notification that the item presented for payment has not been honored for payment, to give written notice of this provision and the cancellation date, as specified. The bill would also delete the above provision requiring written notice to be given 70 days or less after the original filing. Existing law permits a corporation to sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the board, subject to certain exceptions. Under existing law, if the acquiring party in a transaction pursuant to this provision is in control of or under common control with the disposing corporation, the principal terms of the sale must be approved by at least 90% of the voting power of the disposing corporation unless the disposition is to a domestic or foreign corporation or other business entity in consideration of the nonredeemable common shares or nonredeemable equity securities of the acquiring party or its parent. That above-described provision regarding 90% approval does not apply to a transaction if the Commissioner of Financial Protection and Innovation, the Insurance Commissioner, or the Public Utilities Commission has approved the terms and conditions of the transaction and the fairness of those terms pursuant to certain provisions of the Financial Code, Insurance Code, or Public Utilities Code. This bill would provide that this provision also does not apply to a specified transaction in which a bank applies for a permit to issue a security or deliver other consideration in exchange for one or more bona fide outstanding securities, claims, or property interests, to a plan or agreement to reorganize, merge, consolidate, or transfer assets, or to an application to become a savings and loan holding company if the terms and conditions of the transaction and fairness thereof have been approved by the commissioner. The bill would also delete an obsolete cross-reference. Existing law authorizes a foreign corporation, other than a foreign association, not transacting intrastate business to register its corporate name with the Secretary of State, provided its corporate name would be available to a new corporation organized under the General Corporation Law at the time of that registration. Existing law requires, as part of the registration process, the filing of an application for registration signed by a corporate officer stating, among other things, the date of incorporation, and the filing of a certificate of an authorized public official of the state or place in which it is organized, stating that the corporation is in good standing under those laws. This bill would require that certificate to be issued by an authorized public official, in the above-described circumstances, within the past 6 months from the submission of the application for registration in California. The bill would delete the requirement that the application for registration include the date of incorporation. Existing law prohibits a foreign corporation from transacting intrastate business without having first obtained from the Secretary of State a certificate of qualification. Existing law requires a foreign corporation, to obtain that certificate, to file on a form prescribed by the Secretary of State a statement and designation signed by a corporation or, in the case of a foreign association that has no officers, signed by a trustee stating, among other disclosures, its name and the state or place of its incorporation or organization. This bill would instead require that the statement by a trustee in the above-described circumstances contain the name of the corporation, and, if the name does not comply with certain statutory naming requirements, an alternate name adopted, as prescribed. The bill would also require that statement to contain the state or place of the foreign corporation's incorporation or organization and a statement that the foreign corporation is authorized to exercise its powers and privileges in that state or place of its incorporation or organization. Existing law requires a foreign corporation, but not a foreign association, qualified to transact intrastate business, if it changes its name or makes a change affecting an assumed name, to file an amended statement signed by a corporate officer setting forth the change made, in accordance with certain procedures. Existing law requires the amended statement to include a certificate of an authorized public official of its state or place of incorporation that the change of name was made in accordance with the laws of that state or place. This bill would require the amended statement to contain a certificate of an authorized public official of its state or place of incorporation issued within the past 6 months from the submission of the amended statement for filing in California, as prescribed. The bill would make related, conforming changes to these provisions. (3) Existing law, the Nonprofit Corporation Law, regulates the organization and operation of nonprofit public benefit corporations, nonprofit mutual benefit corporations, and nonprofit religious corporations. Existing law authorizes the Secretary of State to cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise tax is not paid upon presentation. Existing law requires the Secretary of State to give written notice of the applicability of this provision and the cancellation date, which is prohibited from being less than 20 days from the date of mailing the written notice to the agent for service of process or to the person submitting the instrument. Existing law provides that if the amount has not been paid by cashier's check or equivalent before the date of cancellation, the cancellation then becomes effective. Existing law also requires the written notice to be given 70 days or less after the original filing. The bill would require the Secretary of State, in the above circumstances, to give written notice of the applicability of this provision and the cancellation date within 90 days of receiving written notification that the item presented for payment has not been honored for payment. The bill would also delete the above provision requiring written notice to be given 70 days or less after the original filing. (4) Existing law governing cooperative corporations authorizes the Secretary of State to cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise tax is not paid upon presentation. Existing law requires the Secretary of State, upon receiving written notification that the item presented for payment has not been honored for payment, to give written notice of the applicability of this provision and the cancellation date, which is prohibited from being less than 20 days from the date of mailing the written notice to the agent for service or to the person submitting the instrument. Existing law provides that if the amount has not been paid thereafter, the cancellation shall become effective. Existing law requires the written notice to be given 70 days or less after the original filing. This bill would require the Secretary of State, in the above circumstances, to give written notice of the applicability of this provision and the cancellation date within 90 days of receiving written notification that the item presented for payment has not been honored for payment. The bill would delete the above provision requiring written notice to be given 70 days or less after the original filing. (5) Existing law, the Uniform Limited Partnership Act of 2008, requires a certificate of limited partnership to be filed with the Secretary of State, in order for a limited partnership to be formed, as prescribed. The act prohibits the name of a limited partnership from containing the words "bank," "insurance," "trust," "trustee," "incorporated," "inc.," "corporation," or "corp." This bill would further prohibit the name of a limited partnership from including the words "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. The bill would make related, conforming changes to these provisions. Existing law prohibits a foreign limited partnership whose name does not comply with certain requirements from obtaining a certificate of registration until it adopts, for purposes of transacting business in this state, an alternate name, as prescribed. Existing law authorizes the Secretary of State to cancel the application and certificate of registration of a foreign limited partnership if a check or other remittance accepted in payment of that fee is not paid upon presentation. Existing law requires the Secretary of State, upon receiving written notification that the item presented for payment has not been honored, to first give a written notice of the applicability of this provision to the agent for service of process or to the person submitting the instrument. This bill would require the Secretary of State to give that first written notice within 90 days of receiving written notification that the item presented for payment has not been honored for payment. The bill would make related, conforming changes to this provision. Existing law authorizes the Secretary of State to cancel the filing of certificates of limited partnership if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Existing law requires the Secretary of State, upon receiving written notification that the item presented for payment has not been honored for payment, to first give a written notice to the agent for service of process or to the person submitting the instrument of applicability of this provision. This bill would provide that cancellation by the Secretary of State when payment is not made, as described above, includes certificates effecting a conversion. The bill would require the Secretary of State to give a first written notice of the applicability of this provision to the agent for service of process or to the person submitting the instrument within 90 days of receiving written notification that the item presented for payment has not been honored for payment. (6) Existing law, the Uniform Partnership Act of 1994, permits a statement to be filed in the office of the Secretary of State and also permits a certified copy of a statement that is filed in an office in another state to be filed in the office of the Secretary of State. Under existing law, either filing has the effect provided in the act with respect to partnership property located in or transactions that occur in California. Existing law establishes other procedures that are required to be followed for partnerships subject to the act. This bill would authorize the Secretary of State to cancel a statement, including a statement effecting a conversion, if a check or other remittance accepted in payment of the filing fee is not paid upon presentation, subject to specified notice requirements. Existing law permits the registration of a registered limited liability partnership to be amended by an amended registration executed by one or more partners authorized to execute an amended registration, subject to being filed with the Secretary of State, as specified. Existing law further specifies the filing procedures by which a registered limited liability partnership ceases to be a registered limited liability partnership, pursuant to the filing of those forms with the Secretary of State. This bill would provide that a certificate of merger or the agreement of merger has the effect of the filing of a notice of termination for each disappearing registered limited liability partnership. Existing law also permits the registration of a foreign limited liability partnership to be amended by an amended registration, similar to the above-described procedures. Existing law further sets forth the filing procedures by which a foreign limited liability partnership ceases to be a limited liability partnership. This bill would provide that a certificate of merger or the agreement of merger has the effect of the filing of a notice of termination for each disappearing foreign limited liability partnership. (7) Existing law, the California Revised Uniform Limited Liability Company Act, provides that a limited liability company is an entity distinct from its members and authorizes a limited liability company to have any lawful purpose, except as specified. Existing law authorizes one or more persons to organize to form a limited liability company by signing and delivering to the Secretary of State for filing articles of organization on a form prescribed by the Secretary of State. Existing law authorizes the Secretary of State to cancel the filing of the articles if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Existing law requires the Secretary of State, upon receiving written notification that the item presented for payment has not been honored for payment, to give a first written notice of the applicability of these provisions to the agent for service of process or to the person submitting the instrument. Existing law also requires, if the amount has not been paid thereafter, that a 2nd notice of cancellation be given 20 days or more after the first notice, and 90 days or less after the original filing. This bill would provide that the authorization for the Secretary of State to cancel the filing of the articles of organization includes articles effecting a conversion under the above-described circumstances. The bill would require the Secretary of State to give a first written notice of the applicability of these provisions to one of the above-described persons within 90 days of receiving written notification that the item presented for payment has not been honored for payment. The bill would also revise the above-described 2nd notice provision to require the 2nd notice to be given 20 days or more after the first notice without reference to being given 90 days or less after the original filing. (8) Existing law, the Corporation Tax Law, generally imposes a franchise tax on corporations doing business within the limits of this state, including a minimum franchise tax on specified corporations, as provided. Existing law requires a dissolving or withdrawing corporation to pay a tax for the year it ceases to do business in this state for the months of the taxable year preceding the effective date of the dissolution or withdrawal, as specified. Existing law requires the Secretary of State to provide a taxpayer with acknowledgment of the receipt of documents submitted by a taxpayer pursuant to those dissolution and withdrawal provisions on or before 21 days after receipt. Existing law requires the Secretary of State to notify taxpayers that receipt of their documents will be acknowledged within 21 days. This bill would delete the above-described requirement to notify taxpayers and would require the Secretary of State to provide the taxpayers a filing response within 21 days of receipt of documents. (9) The bill would make various other technical and conforming changes to corporate filing provisions and other provisions relating to business entities, including changing references from "principal executive office" to "principal office," updating cross references, including deleting obsolete ones, and making language gender neutral. (10) This bill would incorporate additional changes to Section 600 of the Corporations Code proposed by AB 1780 to be operative only if this bill and AB 1780 are enacted and this bill is enacted last.