California 2015-2016 Regular Session Status: Enacted

AB 1722 — Limited liability companies: dissolution: cancellation of articles of organization.

Last action — Chaptered by Secretary of State - Chapter 66, Statutes of 2016.

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  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 January 28, 2016. 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 5 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 a limited liability company to have any lawful purpose, except as specified. A limited liability company is an entity distinct from its members. Existing law 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. Under existing law, the operating agreement governs, among other things, relations among the members as members and between the members and the limited liability company and the activities of the limited liability company. Under existing law, a limited liability company is dissolved, and its activities are required to be wound up, if, among other things, a majority of the members of the limited liability company votes to dissolve. This bill would instead require the vote of 50% or more of the voting interests of the members of the limited liability company to dissolve. Under existing law, if a domestic limited liability company has not conducted any business, only a majority of the members, or, if there are no members, the majority of the managers, if any, or if no members or managers, the person or a majority of the persons signing the articles of organization, are authorized to execute and acknowledge a certificate of cancellation of articles of organization, on a specified form prescribed by the Secretary of State. This bill would replace that majority requirement to cancel the articles of organization with 50% or more of the voting interests of the members or managers, or 50% or more of the persons signing the articles of incorporation, as applicable.

Bill Text

Action History

  1. Chaptered by Secretary of State - Chapter 66, Statutes of 2016.

  2. Approved by the Governor.

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

  4. In Assembly. Ordered to Engrossing and Enrolling.

  5. Read third time. Passed. Ordered to the Assembly. (Ayes 37. Noes 0. Page 4650.).

  6. Read second time. Ordered to Consent Calendar.

  7. From committee: Be placed on second reading file pursuant to Senate Rule 28.8 and ordered to consent calendar.

  8. From committee: Do pass and re-refer to Com. on APPR. with recommendation: To Consent Calendar. (Ayes 7. Noes 0.) (June 14). Re-referred to Com. on APPR.

  9. Referred to Com. on JUD.

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

  11. Read third time. Passed. Ordered to the Senate. (Ayes 76. Noes 0. Page 4360.)

  12. Read second time. Ordered to Consent Calendar.

  13. From committee: Do pass. To Consent Calendar. (Ayes 18. Noes 0.) (April 6).

  14. From committee: Do pass and re-refer to Com. on APPR. (Ayes 12. Noes 0.) (March 14). Re-referred to Com. on APPR.

  15. Re-referred to Com. on B. & F.

  16. From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended.

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

  18. From printer. May be heard in committee February 28.

  19. Read first time. To print.

Sponsors

  • Wagner · Primary

Sponsorship breakdown

Export CSV (upgrade) →

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

Sponsors (1)

  • Wagner

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 2nd

Passed 37 Yea · 0 Nay · 3 Other
Party YeaNayPresentNot Voting
Unaffiliated 34003
Democratic 3000
Total 37003
% of votes cast 93%0%0%8%
How each member voted (40)
Member Party Vote
Anderson — Yea
Hill — Yea
Lara — Yea
Morrell — Yea
Vidak — Yea
Cannella — Yea
Allen — Yea
Mitchell — Yea
De León — Yea
Fuller — Yea
Runner — Not Voting
Galgiani — Yea
Glazer — Yea
Hall — Yea
Hancock — Yea
Hernandez — Yea
Hertzberg — Yea
Bates — Yea
Beall — Yea
Block — Yea
Hueso — Yea
Huff — Yea
Leno — Yea
Leyva — Yea
Liu — Yea
Mendoza — Not Voting
Monning — Yea
Moorlach — Yea
Nielsen — Yea
Pan — Yea
Pavley — Yea
Roth — Yea
Wieckowski — Yea
Wolk — Not Voting
Beth Gaines — Yea
Bill Berryhill — Yea
Mark Stone — Yea
Jackson, Corey A. Democratic Yea
McGuire, Mike Democratic Yea
Nguyen, Stephanie Democratic Yea

Official roll call →

AB 1722 WAGNER Consent Calendar Second Day

Passed 76 Yea · 0 Nay · 4 Other
Party YeaNayPresentNot Voting
Unaffiliated 67003
Democratic 4001
Republican 5000
Total 76004
% of votes cast 95%0%0%5%
How each member voted (80)
Member Party Vote
Achadjian — Yea
Alejo — Yea
Baker — Yea
Bigelow — Yea
Bloom — Yea
Brough — Yea
Brown — Yea
Low — Yea
Maienschein — Yea
Mathis — Yea
Rendon — Yea
Ridley-Thomas — Yea
Steinorth — Yea
Weber — Yea
Wood — Yea
Eggman — Yea
Chávez — Yea
Gatto — Yea
Harper — Yea
Salas — Yea
Jones-Sawyer — Yea
Mayes — Yea
Medina — Yea
Obernolte — Yea
Olsen — Yea
Wagner — Yea
Bonilla — Yea
Frazier — Yea
Gomez — Yea
Gordon — Yea
Gray — Yea
Hadley — Yea
Holden — Yea
Lopez — Yea
Kim — Yea
Levine — Not Voting
Linder — Yea
McCarty — Yea
Melendez — Not Voting
Mullin — Yea
Burke — Yea
Atkins — Yea
Nazarian — Not Voting
O'Donnell — Yea
Quirk — Yea
Rodriguez — Yea
Santiago — Yea
Campos — Yea
Chang — Yea
Chau — Yea
Chiu — Yea
Chu — Yea
Cooley — Yea
Cooper — Yea
Dababneh — Yea
Daly — Yea
Dodd — Yea
Thurmond — Yea
Ting — Yea
Waldron — Yea
Wilk — Yea
Williams — Yea
Beth Gaines — Yea
Cristina Garcia — Yea
Eduardo Garcia — Yea
Jim Patterson — Yea
Lorena Gonzalez — Yea
Mark Stone — Yea
Roger Hernández — Yea
Travis Allen — Yea
Arambula, Joaquin Democratic Yea
Bonta, Mia Democratic Yea
Calderon, Lisa Democratic Yea
Gipson, Mike A. Democratic Yea
Irwin, Jacqui Democratic Not Voting
Dahle, Megan Republican Yea
Gallagher, James Republican Yea
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea
Lackey, Tom Republican Yea

Official roll call →

Do pass. To Consent Calendar.

Passed 18 Yea · 0 Nay · 2 Other
Party YeaNayPresentNot Voting
Unaffiliated 14002
Democratic 2000
Republican 2000
Total 18002
% of votes cast 90%0%0%10%
How each member voted (20)
Member Party Vote
Bigelow — Yea
Bloom — Yea
Santiago — Yea
Wagner — Yea
Wood — Not Voting
Eggman — Not Voting
Bonilla — Yea
Holden — Yea
Chang — Yea
Daly — Yea
Obernolte — Yea
Quirk — Yea
Weber — Yea
Eduardo Garcia — Yea
Lorena Gonzalez — Yea
Roger Hernández — Yea
Bonta, Mia Democratic Yea
Calderon, Lisa Democratic Yea
Gallagher, James Republican Yea
Jones, Brian W. Republican Yea

Official roll call →

Subjects

elections
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 1722 do?
Existing law, the California Revised Uniform Limited Liability Company Act, authorizes a limited liability company to have any lawful purpose, except as specified. A limited liability company is an entity distinct from its members. Existing law 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. Under existing law, the operating agreement governs, among other things, relations among the members as members and between the members and the limited liability company and the activities of the limited liability company. Under existing law, a limited liability company is dissolved, and its activities are required to be wound up, if, among other things, a majority of the members of the limited liability company votes to dissolve. This bill would instead require the vote of 50% or more of the voting interests of the members of the limited liability company to dissolve. Under existing law, if a domestic limited liability company has not conducted any business, only a majority of the members, or, if there are no members, the majority of the managers, if any, or if no members or managers, the person or a majority of the persons signing the articles of organization, are authorized to execute and acknowledge a certificate of cancellation of articles of organization, on a specified form prescribed by the Secretary of State. This bill would replace that majority requirement to cancel the articles of organization with 50% or more of the voting interests of the members or managers, or 50% or more of the persons signing the articles of incorporation, as applicable.
Who sponsors AB 1722?
AB 1722 is sponsored by Wagner.
What is the current status of AB 1722?
This bill has been enacted into law. Introduced January 28, 2016. Enacted.
Where can I track AB 1722?
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