AB 1471 — Business entities: filings.

Summary

(1) The General Corporation Law, the Social Purpose Corporations Act, and the California Revised Uniform Limited Liability Company Act, authorize the Secretary of State, upon payment of a fee by the applicant, to issue a certificate of reservation of any name, not otherwise prohibited. The bill would make a nonsubstantive change to the cross-reference of the requirement to pay a fee by the applicant in these laws. (2) The General Corporation Law and the Social Purpose Corporations Act limit the Secretary of State from issuing a certificate reserving any name that is likely to mislead the public or the same name for 2 or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person, partnership, firm, corporation, or social purpose corporation, as applicable. This bill would specify that the Secretary of State may reserve that name to the use or benefit of a person, as provided. (3) The Social Purpose Corporations Act does not prohibit the Secretary of State from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which "bank," "trust," "trustee," or related words appear, if the articles are endorsed with the approval of the Commissioner of Financial Institutions. Existing law reorganized the Department of Financial Institutions and the Commissioner of Financial Institutions into the Department of Business Oversight headed by a Commissioner of Business Oversight. This bill would add another basis under which the Secretary of State is not prohibited from filing articles for a social purpose corporation subject to the Banking Law setting forth a name in which "bank," "trust," "trustee," or related words appear, and would change the name of the Commissioner of Financial Institutions to the Commissioner of Business Oversight. (4) The General Corporation Law, the Uniform Limited Partnership Act of 2008, and the Uniform Partnership Act of 1994 authorize a business entity formed under its respective provisions to be converted into another business entity under certain conditions, including, among others, that the execution of a statement or certificate of conversion set forth a name and street address, as specified. This bill would specify that the statement or certificate of conversion set forth the name, mailing address, and street address of the converted entity's agent for service of process. (5) The California Revised Uniform Limited Liability Company Act requires a record delivered to the Secretary of State for filing under its provisions to be signed by particular individuals, as specified. The act specifically requires the person who filed a certificate of dissolution to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified. This bill would revise the general provisions relating to the particular individual required to sign a record, and instead require the managers to sign a certificate of cancellation of the article of organization upon the completion of the winding up of affairs of the limited liability company, except as specified.

Bill Text

• Chaptered 08/12/15 - Chaptered Current pdf August 12, 2015
• Enrolled 07/21/15 - Enrolled pdf July 21, 2015
• Amended 06/25/15 - Amended Senate pdf June 25, 2015
• Amended 04/14/15 - Amended Assembly pdf April 14, 2015
• Amended 03/26/15 - Amended Assembly pdf March 26, 2015
• Introduced 02/27/15 - Introduced pdf February 27, 2015
• AB1471 View text html

Action History

1. August 12, 2015

   Chaptered by Secretary of State - Chapter 189, Statutes of 2015.

2. August 12, 2015

   Approved by the Governor.

3. August 03, 2015

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

4. July 16, 2015

   Senate amendments concurred in. To Engrossing and Enrolling. (Ayes 78. Noes 0. Page 2406.).

5. July 02, 2015

   In Assembly. Concurrence in Senate amendments pending. May be considered on or after July 4 pursuant to Assembly Rule 77.

6. July 02, 2015

   Read third time. Passed. Ordered to the Assembly. (Ayes 38. Noes 0. Page 1754.).

7. June 25, 2015

   Read second time and amended. Ordered to consent calendar.

8. June 24, 2015

   From committee: Amend, and do pass as amended. To Consent Calendar. (Ayes 7. Noes 0.) (June 23).

9. June 17, 2015

   From committee: Do pass and re-refer to Com. on JUD. with recommendation: To Consent Calendar. (Ayes 7. Noes 0.) (June 17). Re-referred to Com. on JUD.

10. May 14, 2015

    Referred to Coms. on B. & F.I. and JUD.

11. May 04, 2015

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

12. May 04, 2015

    Read third time. Passed. Ordered to the Senate. (Ayes 78. Noes 0. Page 1263.)

13. April 29, 2015

    Read second time. Ordered to Consent Calendar.

14. April 28, 2015

    From committee: Do pass. To Consent Calendar. (Ayes 12. Noes 0.) (April 27).

15. April 15, 2015

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

16. April 14, 2015

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

17. April 06, 2015

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

18. March 26, 2015

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

19. March 26, 2015

    Referred to Com. on B. & F.

20. March 02, 2015

    Read first time.

21. March 01, 2015

    From printer. May be heard in committee March 31.

22. February 27, 2015

    Introduced. To print.

Sponsors

• Perea · Primary

Votes

Subjects