California 2021-2022 Regular Session Status: Enacted Bipartisan · 1 D · 1 R cosponsors

SB 49 — Corporate conversions.

Last action — Chaptered by Secretary of State. Chapter 237, Statutes of 2022.

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  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 December 07, 2020. Enacted.

Prognosis

Likely to advance 96% · high confidence

Where this bill stands today.

Odds of enactment

High

How often bills like it became law.

  • Enacted

    Current position in the legislative process.

  • 5 sponsors

    1 primary, 4 co-sponsors signed on.

  • Bipartisan support

    Sponsored across 2 parties (1 D · 1 R) — cross-party backing.

  • Cleared a recorded vote

    Passed 10 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 specifies the process by which a corporation may be converted into a domestic other business entity if specified conditions are met. This bill would instead provide that this process applies to the conversion of a corporation into a domestic other business entity, foreign other business entity, or foreign corporation, as specified. The bill would define terms for purposes of these provisions, make other conforming changes, and establish the means by which an obligation of a corporation that has converted to a foreign corporation or foreign other business entity may be enforced. Existing law requires a corporation that desires to convert to a domestic other business entity to approve a plan of conversion that includes, among other things, the jurisdiction of organization of the converted entity after conversion. This bill would require a corporation to also provide the name and form after conversion. Existing law authorizes the Secretary of State to charge a fee to an entity not exceeding $150 for its conversion made under these provisions. This bill would remove the authorization of the Secretary of State to charge a fee for corporate conversions.

Bill Text

Action History

  1. Chaptered by Secretary of State. Chapter 237, Statutes of 2022.

  2. Approved by the Governor.

  3. Enrolled and presented to the Governor at 12:30 p.m.

  4. Assembly amendments concurred in. (Ayes 36. Noes 0. Page 4851.) Ordered to engrossing and enrolling.

  5. In Senate. Concurrence in Assembly amendments pending.

  6. Read third time. Passed. (Ayes 76. Noes 0. Page 5826.) Ordered to the Senate.

  7. Read second time. Ordered to consent calendar.

  8. From committee: Do pass. Ordered to consent calendar. (Ayes 15. Noes 0.) (August 3).

  9. From committee: Do pass and re-refer to Com. on APPR. with recommendation: To consent calendar. (Ayes 11. Noes 0.) (June 28). Re-referred to Com. on APPR.

  10. From committee: Do pass and re-refer to Com. on JUD. with recommendation: To consent calendar. (Ayes 10. Noes 0.) (June 20). Re-referred to Com. on JUD.

  11. Re-referred to Coms. on B. & F. and JUD. pursuant to Assembly Rule 96.

  12. From committee with author's amendments. Read second time and amended. Re-referred to Com. on REV. & TAX.

  13. Referred to Com. on REV. & TAX.

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

  15. Read third time. Passed. (Ayes 36. Noes 0. Page 2801.) Ordered to the Assembly.

  16. Read second time. Ordered to third reading.

  17. Ordered to second reading.

  18. From inactive file on motion of Senator Hertzberg.

  19. Ordered to inactive file on request of Senator Umberg.

  20. Ordered to special consent calendar.

  21. Read second time. Ordered to third reading.

  22. From committee: Do pass. (Ayes 7. Noes 0. Page 1180.) (May 20).

  23. Set for hearing May 20.

  24. May 17 hearing: Placed on APPR suspense file.

  25. Set for hearing May 17.

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

  27. From committee: Do pass as amended and re-refer to Com. on APPR. (Ayes 5. Noes 0. Page 1044.) (May 6).

  28. From committee with author's amendments. Read second time and amended. Re-referred to Com. on GOV. & F.

  29. Set for hearing May 6.

  30. From committee with author's amendments. Read second time and amended. Re-referred to Com. on GOV. & F.

  31. From committee: Do pass and re-refer to Com. on GOV. & F. (Ayes 14. Noes 0. Page 573.) (March 22). Re-referred to Com. on GOV. & F.

  32. Set for hearing March 22.

  33. From committee with author's amendments. Read second time and amended. Re-referred to Com. on B., P. & E.D.

  34. March 8 set for first hearing canceled at the request of author.

  35. Set for hearing March 8.

  36. Referral to Com. on G.O. rescinded because of the limitations placed on committee hearings due to ongoing health and safety risks of the COVID-19 virus.

  37. Re-referred to Coms. on B., P. & E.D., GOV. & F., and G.O.

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

  39. Referred to Com. on RLS.

  40. From printer. May be acted upon on or after January 7.

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

Sponsors

Sponsorship breakdown

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1 sponsors · 4 co-sponsors · 117 not signed on

Sponsors (1)

Co-sponsors (4)

Not signed on (117)

117 members have not signed on to this bill.

Show all 117 →

"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

Passed 36 Yea · 0 Nay · 4 Other
Party YeaNayPresentNot Voting
Democratic 12001
Unaffiliated 20003
Republican 4000
Total 36004
% of votes cast 90%0%0%10%
How each member voted (40)
Member Party Vote
Atkins — Yea
Dodd — Yea
Min — Yea
Bradford — Yea
Portantino — Yea
Leyva — Yea
Newman — Yea
Nielsen — Yea
Wilk — Yea
Rubio — Yea
Glazer — Yea
Gonzalez — Yea
Pan — Yea
Bates — Yea
Wieckowski — Yea
Eggman — Yea
Skinner — Yea
Hueso — Yea
Melendez — Yea
Hertzberg — Yea
Kamlager — Not Voting
Roth — Not Voting
Borgeas — Not Voting
Allen, Benjamin Democratic Yea
Archuleta, Bob Democratic Yea
Becker, Josh Democratic Yea
Caballero, Anna M. Democratic Yea
Cortese, Dave Democratic Yea
Durazo, Maria Elena Democratic Not Voting
Hurtado, Melissa Democratic Yea
Laird, John Democratic Yea
Limón, Monique Democratic Yea
McGuire, Mike Democratic Yea
Stern, Henry I. Democratic Yea
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 →

Passed 76 Yea · 0 Nay · 4 Other
Party YeaNayPresentNot Voting
Democratic 30002
Unaffiliated 37002
Republican 9000
Total 76004
% of votes cast 95%0%0%5%
How each member voted (80)
Member Party Vote
Friedman — Yea
Cooley — Yea
Mathis — Yea
Bigelow — 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
Voepel — Not Voting
Bloom — Not Voting
Cristina Garcia — Yea
Eduardo Garcia — Yea
Jim Patterson — Yea
Luz Rivas — Yea
Mark Stone — Yea
Vince Fong — Yea
Wendy Carrillo — Yea
Aguiar-Curry, Cecilia M. Democratic Yea
Alvarez, David 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 Yea
Fong, Mike Democratic Yea
Gabriel, Jesse Democratic Yea
Gipson, Mike A. Democratic Yea
Grayson, Timothy S. Democratic Yea
Haney, Matt Democratic Yea
Irwin, Jacqui Democratic Yea
Kalra, Ash Democratic Yea
Lee, Alex Democratic Yea
McKinnor, Tina Democratic Yea
Muratsuchi, Al Democratic Yea
Nguyen, Stephanie Democratic Yea
Petrie-Norris, Cottie Democratic Yea
Quirk-Silva, Sharon Democratic Not Voting
Ramos, James C. Democratic Yea
Reyes, Eloise Gómez Democratic Yea
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
Wilson, Lori D. Democratic Not Voting
Chen, Phillip Republican Yea
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 →

Passed 15 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Democratic 7000
Unaffiliated 6001
Republican 2000
Total 15001
% of votes cast 94%0%0%6%
How each member voted (16)
Member Party Vote
Holden — Yea
Quirk — Yea
Bigelow — Yea
Levine — Yea
Eduardo Garcia — Not Voting
Vince Fong — Yea
Wendy Carrillo — Yea
Bryan, Isaac G. Democratic Yea
Calderon, Lisa Democratic Yea
Fong, Mike Democratic Yea
Gabriel, Jesse Democratic Yea
Rivas, Robert Democratic Yea
Weber Pierson, M.D., Akilah Democratic Yea
Wilson, Lori D. Democratic Yea
Dahle, Megan Republican Yea
Davies, Laurie Republican Yea

Official roll call →

Passed 11 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 5000
Democratic 5000
Republican 1000
Total 11000
% of votes cast 100%0%0%0%
How each member voted (11)
Member Party Vote
Bloom — Yea
Maienschein — Yea
Cunningham — Yea
Kiley — Yea
Mark Stone — Yea
Bonta, Mia Democratic Yea
Haney, Matt Democratic Yea
Kalra, Ash Democratic Yea
Reyes, Eloise Gómez Democratic Yea
Wicks, Buffy Democratic Yea
Davies, Laurie Republican Yea

Official roll call →

Passed 10 Yea · 0 Nay · 2 Other
Party YeaNayPresentNot Voting
Democratic 9000
Unaffiliated 1000
Republican 0002
Total 10002
% of votes cast 83%0%0%17%
How each member voted (12)
Member Party Vote
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 Yea
Petrie-Norris, Cottie Democratic Yea
Wicks, Buffy Democratic Yea
Wilson, Lori D. Democratic Yea
Chen, Phillip Republican Not Voting
Choi, Steven S. Republican Not Voting

Official roll call →

Passed 36 Yea · 0 Nay · 4 Other
Party YeaNayPresentNot Voting
Democratic 13000
Unaffiliated 20003
Republican 3001
Total 36004
% of votes cast 90%0%0%10%
How each member voted (40)
Member Party Vote
Pan — Yea
Leyva — Yea
Melendez — Yea
Nielsen — Yea
Kamlager — Yea
Eggman — Yea
Wieckowski — Yea
Borgeas — Yea
Dodd — Yea
Gonzalez — Yea
Portantino — Yea
Roth — Yea
Wilk — Yea
Hertzberg — Yea
Glazer — Yea
Rubio — Yea
Atkins — Yea
Skinner — Yea
Newman — Yea
Hueso — Yea
Min — Not Voting
Bradford — Not Voting
Bates — Not Voting
Allen, Benjamin Democratic Yea
Archuleta, Bob Democratic Yea
Becker, Josh Democratic Yea
Caballero, Anna M. Democratic Yea
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 Yea
Umberg, Thomas J. Democratic Yea
Wiener, Scott D. Democratic Yea
Dahle, Megan Republican Not Voting
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea
Ochoa Bogh, Rosilicie Republican Yea

Official roll call →

Do pass

Passed 7 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 5000
Republican 1000
Democratic 1000
Total 7000
% of votes cast 100%0%0%0%
How each member voted (7)
Member Party Vote
Wieckowski — Yea
Kamlager — Yea
Portantino — Yea
Bradford — Yea
Bates — Yea
Laird, John Democratic Yea
Jones, Brian W. Republican Yea

Official roll call →

Passed 7 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 5000
Republican 1000
Democratic 1000
Total 7000
% of votes cast 100%0%0%0%
How each member voted (7)
Member Party Vote
Bates — Yea
Kamlager — Yea
Portantino — Yea
Wieckowski — Yea
Bradford — Yea
Laird, John Democratic Yea
Jones, Brian W. Republican Yea

Official roll call →

Passed 14 Yea · 0 Nay
Party YeaNayPresentNot Voting
Democratic 3000
Unaffiliated 9000
Republican 2000
Total 14000
% of votes cast 100%0%0%0%
How each member voted (14)
Member Party Vote
Eggman — Yea
Pan — Yea
Leyva — Yea
Newman — Yea
Dodd — Yea
Bates — Yea
Roth — Yea
Min — Yea
Melendez — Yea
Archuleta, Bob Democratic Yea
Becker, Josh Democratic Yea
Hurtado, Melissa Democratic Yea
Jones, Brian W. Republican Yea
Ochoa Bogh, Rosilicie Republican Yea

Official roll call →

Subjects

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Frequently asked questions

What does SB 49 do?
Existing law specifies the process by which a corporation may be converted into a domestic other business entity if specified conditions are met. This bill would instead provide that this process applies to the conversion of a corporation into a domestic other business entity, foreign other business entity, or foreign corporation, as specified. The bill would define terms for purposes of these provisions, make other conforming changes, and establish the means by which an obligation of a corporation that has converted to a foreign corporation or foreign other business entity may be enforced. Existing law requires a corporation that desires to convert to a domestic other business entity to approve a plan of conversion that includes, among other things, the jurisdiction of organization of the converted entity after conversion. This bill would require a corporation to also provide the name and form after conversion. Existing law authorizes the Secretary of State to charge a fee to an entity not exceeding $150 for its conversion made under these provisions. This bill would remove the authorization of the Secretary of State to charge a fee for corporate conversions.
Who sponsors SB 49?
SB 49 is sponsored by Umberg, Thomas J. (Democratic), Daly, Min, Newman, and Ochoa Bogh, Rosilicie (Republican).
What is the current status of SB 49?
This bill has been enacted into law. Introduced December 07, 2020. Enacted.
Where can I track SB 49?
Track SB 49 free on One Click Politics — get push/email alerts when it moves.

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