Changes to Limited Liability Company Filings
As of January 1, 2014, the "Beverly-Killea Limited Liability Company Act" (California Corporations Code sections 17000 - 17657) has been repealed and replaced with the "California Revised Uniform Limited Liability Company Act" (California Corporations Code sections 17701.01 - 17713.13).
LLC Naming Requirements
- A proposed LLC name may not be one that is likely to mislead the public and must be distinguishable in the records of the California Secretary of State from the name of an existing LLC or an LLC name that has been reserved to another party. (Section 17701.08.)
- The Business Entity Names Regulations, commencing with Section 21000 of Division 7 of Title 2 of the California Code of Regulations, have been revised to reflect the new naming requirement noted above and to make other unrelated clarifications.
- The registration of a foreign LLC under an assumed name only is permitted if the actual name of the foreign LLC does not comply with the requirements of Section 17701.08.
LLC Name Reservations
- A request to reserve a proposed LLC name must be submitted in writing, must state the name and address of the applicant and the name proposed to be reserved. A request to reserve a proposed LLC name no longer can be made by telephone using a prepaid account. (Section 17701.08(a).)
- A person that has reserved an LLC name may transfer the reserved name to another person by submitting a notice of transfer that states the name and address of the transferee. (Section 17701.08(b).)
LLC Filing Requirements
All LLC related forms have been revised to update the relevant statutory references. The previous version of the following forms will no longer be acceptable for filing:
- Articles of Organization (Form LLC-1): (1) The statement of purpose has changed; and (2) the form must include the LLC's initial street address of the "designated office in California." The designated office address may, but need not be, the LLC's place of business. (Sections 17702.01, 17701.02(e) and 17701.13(a).)
- Articles of Organization - Conversion (Form LLC-1A): Under the Converted Entity Information section of the form, the same changes noted above for Form LLC-1 have been made.
- Certificate of Amendment (Form LLC-2): (1) A provision has been added for the adoption of the new statement of purpose; and (2) unless a greater number is provided for in the LLC's Articles of Organization, this form must be signed by at least one manager, if the LLC is manager-managed or at least one member, if the LLC is member-managed. (Sections 17702.02(b) and 17702.02(d).)
- Restated Articles of Organization (Form LLC-10): (1) The statement of purpose has changed; and (2) the lines for the LLC addresses and agent for service of process have been removed, and a notation has been added to the form that if the LLC has not filed a Statement of Information (Form LLC-12), the LLC addresses and agent for service of process listed in the initial Articles of Organization are not superseded by the filing of Form LLC-10. Note: If the LLC addresses and/or agent for service of process have changed, the LLC must file Form LLC-12; and (3) unless a greater number is provided for in the LLC's Articles of Organization, this form must be signed by at least one manager, if the LLC is manager-managed or at least one member, if the LLC is member-managed. (Sections 17702.02(c) and 17702.02(d).)
- Certificate of Continuation (Form LLC-8): The statutory reference that appears in Item 3 of the form has changed. (Section 17707.09.)
- Articles of Incorporation containing a statement of conversion (document sample): The statutory reference that appears in Article VI has changed, and the document must be signed and acknowledged by all of the "members." (Section 17710.06(b).)
- Application to Register a Foreign Limited Liability Company (Form LLC-5): Registration under an alternate name will be permitted only if the foreign LLC's name is not available for use in California or if the name does not comply with the naming requirements in Section 17701.08. (Section 17708.02 and 17708.05(a).)
- Amendment to Registration of a Foreign Limited Liability Company (Form LLC-6): (1) If the name of the foreign LLC has changed in the state, country or other place of formation, a certificate by the agency where the foreign LLC was formed must be included; (2) the adoption of or continued use of an alternate name is permitted only if the foreign LLC's current name is not available for use in California or if the current name does not comply with the naming requirements in Section 17701.08. (Section 17708.05(b).)
Thel revised LLC related forms are available on our Forms, Samples and Fees webpage.
Statutes of 2012, chapter 419 (SB 323 Vargas)