California 2011-2012 Regular Session Status: Enacted

SB 323 — California Revised Uniform Limited Liability Company Act.

Last action — Chaptered by Secretary of State. Chapter 419, Statutes of 2012.

Track this bill free

No card. One bill, free forever — alerts when it moves.

  1. ✓
    Introduced
  2. ✓
    In Committee
  3. ✓
    Passed Senate
  4. ✓
    Passed Assembly
  5. ✓
    To Executive
  6. 6
    Enacted

This bill has been enacted into law. Introduced February 14, 2011. Enacted.

Prognosis

Likely to advance 70% · moderate confidence

Where this bill stands today.

Odds of enactment

High

How often bills like it became law.

  • Enacted

    Current position in the legislative process.

  • 1 sponsor

    1 primary, 0 co-sponsors signed on.

  • Cleared a recorded vote

    Passed 8 recorded votes so far.

Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.

Summary

(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.

Bill Text

Action History

  1. Chaptered by Secretary of State. Chapter 419, Statutes of 2012.

  2. Approved by the Governor.

  3. Enrolled and presented to the Governor at 4:30 p.m.

  4. Assembly amendments concurred in. (Ayes 31. Noes 0. Page 5107.) Ordered to engrossing and enrolling.

  5. In Senate. Concurrence in Assembly amendments pending.

  6. Read third time. Passed. (Ayes 80. Noes 0. Page 6738.) Ordered to the Senate.

  7. Assembly Rule 63 suspended. (Page 6737.)

  8. Read second time. Ordered to consent calendar.

  9. Read second time and amended. Ordered to second reading.

  10. From committee: Do pass as amended. Ordered to consent calendar. (Ayes 9. Noes 0.) (August 28).

  11. Joint Rule 62(a) file notice suspended. (Page 6438.)

  12. Re-referred to Com. on JUD. pursuant to Assembly Rule 77.2.

  13. Ordered to third reading.

  14. Read third time and amended. (Page 6171.)

  15. Ordered to third reading.

  16. Action rescinded whereby the bill was read third time, passed, and ordered to the Senate.

  17. Read third time. Passed. (Ayes 77. Noes 0. Page 6032.) Ordered to the Senate.

  18. Read second time. Ordered to consent calendar.

  19. Read second time and amended. Ordered to second reading.

  20. From committee: Do pass as amended. Ordered to consent calendar. (Ayes 17. Noes 0.) (August 8).

  21. From committee with author's amendments. Read second time and amended. Re-referred to Com. on APPR.

  22. From committee: Do pass and re-refer to Com. on APPR. (Ayes 10. Noes 0.) (July 3). Re-referred to Com. on APPR.

  23. Hearing postponed by committee.

  24. Referred to Com. on JUD.

  25. In Assembly. Read first time. Held at Desk.

  26. Read third time. Passed. (Ayes 37. Noes 0. Page 2715.) Ordered to the Assembly.

  27. Read second time. Ordered to third reading.

  28. From committee: Be placed on second reading file pursuant to Senate Rule 28.8.

  29. (Corrected January 23.)

  30. Read second time and amended. Re-referred to Com. on APPR.

  31. From committee: Do pass as amended and re-refer to Com. on APPR. (Ayes 5. Noes 0. Page 2623.) (January 10).

  32. From committee with author's amendments. Read second time and amended. Re-referred to Com. on JUD.

  33. Referred to Com. on JUD.

  34. From printer. May be acted upon on or after March 17.

  35. Introduced. Read first time. To Com. on RLS. for assignment. To print.

Sponsors

  • Vargas · Primary

Sponsorship breakdown

Export CSV (upgrade) →

1 sponsors · 0 co-sponsors · 121 not signed on

Sponsors (1)

  • Vargas

Co-sponsors (0)

None.

Not signed on (121)

121 members have not signed on to this bill.

Show all 121 →

"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

Whip count is in markup. Polling the chamber and every recorded vote this session. Only the first open is slow. It’s instant for you after this. Calling the roll · Tallying · Engrossing

Votes

Unfinished Supp 4 SB323 Vargas Concurrence

Passed 31 Yea · 0 Nay · 9 Other
Party YeaNayPresentNot Voting
Unaffiliated 28009
Republican 1000
Democratic 2000
Total 31009
% of votes cast 78%0%0%23%
How each member voted (40)
Member Party Vote
Yee — Yea
Hancock — Not Voting
Wolk — Yea
Wyland — Yea
Lowenthal — Yea
Cannella — Yea
De León — Yea
Negrete McLeod — Yea
Rubio — Yea
Corbett — Not Voting
Evans — Not Voting
Runner — Not Voting
Harman — Not Voting
Blakeslee — Not Voting
Dutton — Not Voting
Kehoe — Yea
Leno — Not Voting
Liu — Yea
Price — Yea
Simitian — Yea
Steinberg — Yea
Walters — Yea
Wright — Yea
Alquist — Yea
Anderson — Yea
Hernandez — Yea
Huff — Yea
Lieu — Yea
Pavley — Yea
Vargas — Yea
Emmerson — Yea
Correa — Yea
DeSaulnier — Not Voting
Fuller — Yea
Beth Gaines — Yea
Bill Berryhill — Yea
La Malfa — Yea
Calderon, Lisa Democratic Yea
Padilla, Stephen C. Democratic Yea
Strickland, Tony Republican Yea

Official roll call →

SB 323 Vargas Consent Calendar First Day

Passed 80 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 77000
Democratic 1000
Republican 2000
Total 80000
% of votes cast 100%0%0%0%
How each member voted (80)
Member Party Vote
Gordon — Yea
Hagman — Yea
Halderman — Yea
Butler — Yea
Garrick — Yea
Huber — Yea
Carter — Yea
Perea — Yea
Wagner — Yea
John A. Pérez — Yea
Mitchell — Yea
Feuer — Yea
Fuentes — Yea
Atkins — Yea
Galgiani — Yea
Campos — Yea
Gatto — Yea
Gorell — Yea
Cedillo — Yea
Portantino — Yea
Hall — Yea
Harkey — Yea
Chesbro — Yea
Allen — Yea
Hueso — Yea
Huffman — Yea
Bonilla — Yea
Jeffries — Yea
Fong — Yea
Fletcher — Yea
Conway — Yea
Knight — Yea
Alejo — Yea
Beall — Yea
Block — Yea
Cook — Yea
Davis — Yea
Donnelly — Yea
Lara — Yea
Mendoza — Yea
Miller — Yea
Monning — Yea
Morrell — Yea
Nestande — Yea
Nielsen — Yea
Olsen — Yea
Pan — Yea
Skinner — Yea
Smyth — Yea
Swanson — Yea
Torres — Yea
Wieckowski — Yea
Williams — Yea
Achadjian — Yea
Ammiano — Yea
Blumenfield — Yea
Bradford — Yea
Brownley — Yea
Buchanan — Yea
Hayashi — Yea
Hill — Yea
Logue — Yea
Ma — Yea
Mansoor — Yea
Norby — Yea
Silva — Yea
Solorio — Yea
Valadao — Yea
Eng — Yea
Dickinson — Yea
Yamada — Yea
Furutani — Yea
Beth Gaines — Yea
Bill Berryhill — Yea
Bonnie Lowenthal — Yea
Roger Hernández — Yea
V. Manuel Pérez — Yea
Calderon, Lisa Democratic Yea
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea

Official roll call →

Do pass as amended, to Consent Calendar.

Passed 9 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Unaffiliated 8000
Republican 1000
Democratic 0001
Total 9001
% of votes cast 90%0%0%10%
How each member voted (10)
Member Party Vote
Gorell — Yea
Feuer — Yea
Huber — Yea
Monning — Yea
Wagner — Yea
Wieckowski — Yea
Alejo — Yea
Dickinson — Yea
Calderon, Lisa Democratic Not Voting
Jones, Brian W. Republican Yea

Official roll call →

SB 323 Vargas Consent Calendar Second Day

Passed 77 Yea · 0 Nay · 3 Other
Party YeaNayPresentNot Voting
Republican 2000
Unaffiliated 74003
Democratic 1000
Total 77003
% of votes cast 96%0%0%4%
How each member voted (80)
Member Party Vote
Hagman — Yea
Butler — Yea
Hill — Yea
Huber — Yea
John A. Pérez — Yea
Perea — Yea
Wagner — Yea
Mitchell — Yea
Fuentes — Yea
Atkins — Yea
Furutani — Not Voting
Campos — Yea
Gatto — Yea
Gordon — Yea
Gorell — Yea
Cedillo — Yea
Portantino — Yea
Halderman — Yea
Hall — Yea
Chesbro — Yea
Allen — Yea
Hayashi — Yea
Hueso — Yea
Bonilla — Yea
Huffman — Yea
Fong — Yea
Fletcher — Yea
Conway — Yea
Jeffries — Yea
Alejo — Yea
Beall — Yea
Block — Yea
Cook — Yea
Davis — Yea
Donnelly — Yea
Lara — Yea
Logue — Yea
Mendoza — Yea
Miller — Yea
Monning — Yea
Morrell — Yea
Nielsen — Not Voting
Norby — Yea
Pan — Yea
Silva — Yea
Smyth — Yea
Solorio — Yea
Torres — Yea
Valadao — Yea
Williams — Yea
Achadjian — Yea
Ammiano — Yea
Blumenfield — Yea
Bradford — Yea
Brownley — Yea
Buchanan — Yea
Harkey — Yea
Knight — Yea
Ma — Yea
Mansoor — Yea
Nestande — Yea
Olsen — Yea
Skinner — Yea
Swanson — Yea
Wieckowski — Yea
Carter — Yea
Eng — Yea
Feuer — Yea
Dickinson — Yea
Galgiani — Yea
Garrick — Yea
Yamada — Yea
Beth Gaines — Yea
Bill Berryhill — Yea
Bonnie Lowenthal — Yea
Roger Hernández — Not Voting
V. Manuel Pérez — Yea
Calderon, Lisa Democratic Yea
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea

Official roll call →

Do pass as amended, to Consent Calendar.

Passed 17 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 16000
Democratic 1000
Total 17000
% of votes cast 100%0%0%0%
How each member voted (17)
Member Party Vote
Fuentes — Yea
Gatto — Yea
Harkey — Yea
Hill — Yea
Lara — Yea
Nielsen — Yea
Wagner — Yea
Mitchell — Yea
Campos — Yea
Hall — Yea
Donnelly — Yea
Solorio — Yea
Blumenfield — Yea
Bradford — Yea
Norby — Yea
Davis — Yea
Calderon, Lisa Democratic Yea

Official roll call →

3rd Reading

Passed 37 Yea · 0 Nay · 3 Other
Party YeaNayPresentNot Voting
Unaffiliated 34003
Republican 1000
Democratic 2000
Total 37003
% of votes cast 93%0%0%8%
How each member voted (40)
Member Party Vote
Yee — Yea
Hernandez — Yea
Kehoe — Yea
Lowenthal — Yea
Lieu — Yea
Liu — Yea
Steinberg — Yea
Walters — Yea
Wolk — Yea
De León — Yea
Wyland — Not Voting
Negrete McLeod — Yea
Rubio — Yea
Cannella — Yea
Runner — Not Voting
Fuller — Yea
Hancock — Not Voting
Alquist — Yea
Anderson — Yea
Corbett — Yea
Dutton — Yea
Price — Yea
Vargas — Yea
Wright — Yea
Blakeslee — Yea
Harman — Yea
Huff — Yea
Leno — Yea
Pavley — Yea
Simitian — Yea
Emmerson — Yea
Correa — Yea
Evans — Yea
DeSaulnier — Yea
Beth Gaines — Yea
Bill Berryhill — Yea
La Malfa — Yea
Calderon, Lisa Democratic Yea
Padilla, Stephen C. Democratic Yea
Strickland, Tony Republican Yea

Official roll call →

Subjects

finance labor
Cross-referencing the record. Reading this bill against every other bill in the corpus by meaning, not keywords. Only the first open is slow. It’s instant for you after this. Matching · Ranking · Engrossing

Frequently asked questions

What does SB 323 do?
(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.
Who sponsors SB 323?
SB 323 is sponsored by Vargas.
What is the current status of SB 323?
This bill has been enacted into law. Introduced February 14, 2011. Enacted.
Where can I track SB 323?
Track SB 323 free on One Click Politics — get push/email alerts when it moves.

Make your voice heard on SB 323

Find the representatives who decide this bill and tell them where you stand — for yourself, or mobilize your whole list in one click with One Click Politics advocacy software.

Find my representatives → Run a campaign

Stay ahead of SB 323

Last checked for changes 3 months ago · updated continuously

One Click Politics tracks every bill in Congress and all 50 states.

Track this bill →