California 2021-2022 Regular Session Status: Enacted

AB 1802 — Limited liability companies.

Last action — Chaptered by Secretary of State - Chapter 31, Statutes of 2022.

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

This bill has been enacted into law. Introduced February 07, 2022. 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 4 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

Existing law, the California Revised Uniform Limited Liability Company Act, authorizes one or more persons to form a limited liability company by, among other things, signing and delivering articles of organization to the Secretary of State. Under existing law, a limited liability company is a member-managed limited liability company unless the articles of organization contain a statement that the limited liability company is to be manager managed. Existing law provides for filing a certificate of cancellation of the articles of organization in specified circumstances. Existing law, except as specified, authorizes managers or specified other persons, as applicable, to wind up the affairs of the limited liability company. Existing law provides that a limited liability company that has filed a certificate of cancellation continues to exist for limited purposes, including the purpose of winding up its affairs. Existing law requires those persons winding up the affairs of the limited liability company to give written notice of the commencement of winding up by mail to creditors and claimants. Existing law requires that any assets inadvertently or otherwise omitted from the winding up continue in the canceled limited liability company for the benefit of the persons entitled to those assets upon cancellation, and, on realization, be distributed accordingly. Existing law, except as specified, requires the managers of a limited liability company or certain other persons, as applicable, to file with the Secretary of State a certificate of cancellation of articles of organization upon the completion of the winding up of the affairs of the limited liability company under existing law. This bill would specifically require that omitted assets be used to discharge unsatisfied liabilities, if any, known to the company, and that any excess be distributed to the members. If assets are omitted from the winding up, the bill would authorize any person authorized to wind up the affairs of a limited liability company that has filed a certificate of cancellation to use the assets to discharge the liabilities of the limited liability company and distribute any remaining assets to the members. The bill would correct certain cross-references relating to the dissolution, distribution, and winding up procedures.

Bill Text

Action History

  1. Chaptered by Secretary of State - Chapter 31, Statutes of 2022.

  2. Approved by the Governor.

  3. Enrolled and presented to the Governor at 2 p.m.

  4. In Assembly. Ordered to Engrossing and Enrolling.

  5. Read third time. Passed. Ordered to the Assembly. (Ayes 38. Noes 0. Page 4130.).

  6. Read second time. Ordered to Consent Calendar.

  7. From committee: Do pass. To Consent Calendar. (Ayes 8. Noes 0.) (May 31).

  8. Referred to Com. on JUD.

  9. In Senate. Read first time. To Com. on RLS. for assignment.

  10. Read third time. Passed. Ordered to the Senate. (Ayes 71. Noes 0. Page 4138.)

  11. Read second time. Ordered to Consent Calendar.

  12. From committee: Do pass. To Consent Calendar. (Ayes 10. Noes 0.) (March 28).

  13. Referred to Com. on B. & F.

  14. From printer. May be heard in committee March 10.

  15. Read first time. To print.

Sponsors

  • Maienschein · Primary

Sponsorship breakdown

Export CSV (upgrade) →

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

Sponsors (1)

  • Maienschein

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

Consent Calendar AB1802

Passed 38 Yea · 0 Nay · 2 Other
Party YeaNayPresentNot Voting
Unaffiliated 23000
Democratic 11002
Republican 4000
Total 38002
% of votes cast 95%0%0%5%
How each member voted (40)
Member Party Vote
Dodd — Yea
Kamlager — Yea
Roth — Yea
Wieckowski — Yea
Eggman — Yea
Bradford — Yea
Pan — Yea
Leyva — Yea
Melendez — Yea
Hueso — Yea
Hertzberg — Yea
Atkins — Yea
Min — Yea
Newman — Yea
Bates — Yea
Portantino — Yea
Glazer — Yea
Skinner — Yea
Nielsen — Yea
Wilk — Yea
Borgeas — Yea
Gonzalez — Yea
Rubio — Yea
Allen, Benjamin Democratic Yea
Archuleta, Bob Democratic Yea
Becker, Josh Democratic Yea
Caballero, Anna M. Democratic Not Voting
Cortese, Dave Democratic Yea
Durazo, Maria Elena Democratic Yea
Hurtado, Melissa Democratic Yea
Laird, John Democratic Yea
Limón, Monique Democratic Yea
McGuire, Mike Democratic Yea
Stern, Henry I. Democratic Not Voting
Umberg, Thomas J. Democratic Yea
Wiener, Scott D. Democratic Yea
Dahle, Megan Republican Yea
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea
Ochoa Bogh, Rosilicie Republican Yea

Official roll call →

Do pass and be ordered to the Consent Calendar

Passed 8 Yea · 0 Nay · 3 Other
Party YeaNayPresentNot Voting
Democratic 5001
Unaffiliated 3001
Republican 0001
Total 8003
% of votes cast 73%0%0%27%
How each member voted (11)
Member Party Vote
Hertzberg — Yea
Wieckowski — Yea
Gonzalez — Yea
Borgeas — Not Voting
Caballero, Anna M. Democratic Yea
Durazo, Maria Elena Democratic Yea
Laird, John Democratic Yea
Stern, Henry I. Democratic Not Voting
Umberg, Thomas J. Democratic Yea
Wiener, Scott D. Democratic Yea
Jones, Brian W. Republican Not Voting

Official roll call →

AB 1802 Maienschein Consent Calendar Second Day

Passed 71 Yea · 0 Nay · 5 Other
Party YeaNayPresentNot Voting
Democratic 26002
Unaffiliated 37002
Republican 8001
Total 71005
% of votes cast 93%0%0%7%
How each member voted (76)
Member Party Vote
Bloom — Yea
Friedman — Yea
Voepel — Yea
Cooley — Yea
Mathis — Yea
Rendon — Yea
Mullin — Yea
Holden — Yea
Villapudua — Yea
Salas — Yea
Jones-Sawyer — Yea
Santiago — Yea
Maienschein — Yea
Rodriguez — Yea
Quirk — Yea
Wood — Yea
Kiley — Yea
Mayes — Yea
Nazarian — Yea
Ting — Yea
Low — Yea
Levine — Yea
O'Donnell — Yea
Waldron — Yea
Daly — Yea
McCarty — Yea
Medina — Yea
Gray — Yea
Smith — Yea
Cunningham — Yea
Cooper — Yea
Bigelow — Not Voting
Cristina Garcia — Yea
Eduardo Garcia — Not Voting
Jim Patterson — Yea
Luz Rivas — Yea
Mark Stone — Yea
Vince Fong — Yea
Wendy Carrillo — Yea
Aguiar-Curry, Cecilia M. Democratic Yea
Arambula, Joaquin Democratic Yea
Bauer-Kahan, Rebecca Democratic Yea
Bennett, Steve Democratic Yea
Berman, Marc Democratic Yea
Boerner, Tasha Democratic Yea
Bonta, Mia Democratic Yea
Bryan, Isaac G. Democratic Yea
Calderon, Lisa Democratic Yea
Cervantes, Sabrina Democratic Not Voting
Fong, Mike Democratic Yea
Gabriel, Jesse Democratic Yea
Gipson, Mike A. Democratic Yea
Grayson, Timothy S. Democratic Yea
Irwin, Jacqui Democratic Yea
Kalra, Ash Democratic Yea
Lee, Alex Democratic Yea
Muratsuchi, Al Democratic Yea
Nguyen, Stephanie Democratic Yea
Petrie-Norris, Cottie Democratic Yea
Quirk-Silva, Sharon Democratic Yea
Ramos, James C. Democratic Yea
Reyes, Eloise Gómez Democratic Not Voting
Rivas, Robert Democratic Yea
Rubio, Blanca E. Democratic Yea
Ward, Christopher M. Democratic Yea
Weber Pierson, M.D., Akilah Democratic Yea
Wicks, Buffy Democratic Yea
Chen, Phillip Republican Not Voting
Choi, Steven S. Republican Yea
Dahle, Megan Republican Yea
Davies, Laurie Republican Yea
Flora, Heath Republican Yea
Gallagher, James Republican Yea
Lackey, Tom Republican Yea
Seyarto, Kelly Republican Yea
Valladares, Suzette Martinez Republican Yea

Official roll call →

Do pass. To Consent Calendar.

Passed 10 Yea · 0 Nay · 2 Other
Party YeaNayPresentNot Voting
Democratic 6002
Republican 2000
Unaffiliated 2000
Total 10002
% of votes cast 83%0%0%17%
How each member voted (12)
Member Party Vote
Cristina Garcia — Yea
Mark Stone — Yea
Bauer-Kahan, Rebecca Democratic Yea
Cervantes, Sabrina Democratic Yea
Fong, Mike Democratic Yea
Gabriel, Jesse Democratic Yea
Grayson, Timothy S. Democratic Yea
Nguyen, Stephanie Democratic Not Voting
Petrie-Norris, Cottie Democratic Yea
Wicks, Buffy Democratic Not Voting
Chen, Phillip Republican Yea
Choi, Steven S. 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 AB 1802 do?
Existing law, the California Revised Uniform Limited Liability Company Act, authorizes one or more persons to form a limited liability company by, among other things, signing and delivering articles of organization to the Secretary of State. Under existing law, a limited liability company is a member-managed limited liability company unless the articles of organization contain a statement that the limited liability company is to be manager managed. Existing law provides for filing a certificate of cancellation of the articles of organization in specified circumstances. Existing law, except as specified, authorizes managers or specified other persons, as applicable, to wind up the affairs of the limited liability company. Existing law provides that a limited liability company that has filed a certificate of cancellation continues to exist for limited purposes, including the purpose of winding up its affairs. Existing law requires those persons winding up the affairs of the limited liability company to give written notice of the commencement of winding up by mail to creditors and claimants. Existing law requires that any assets inadvertently or otherwise omitted from the winding up continue in the canceled limited liability company for the benefit of the persons entitled to those assets upon cancellation, and, on realization, be distributed accordingly. Existing law, except as specified, requires the managers of a limited liability company or certain other persons, as applicable, to file with the Secretary of State a certificate of cancellation of articles of organization upon the completion of the winding up of the affairs of the limited liability company under existing law. This bill would specifically require that omitted assets be used to discharge unsatisfied liabilities, if any, known to the company, and that any excess be distributed to the members. If assets are omitted from the winding up, the bill would authorize any person authorized to wind up the affairs of a limited liability company that has filed a certificate of cancellation to use the assets to discharge the liabilities of the limited liability company and distribute any remaining assets to the members. The bill would correct certain cross-references relating to the dissolution, distribution, and winding up procedures.
Who sponsors AB 1802?
AB 1802 is sponsored by Maienschein.
What is the current status of AB 1802?
This bill has been enacted into law. Introduced February 07, 2022. Enacted.
Where can I track AB 1802?
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Last checked for changes 2 months ago · updated continuously

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