Following are summaries of bills enacted into law that may directly affect filings made and business conducted with the Secretary of State’s office. Unless otherwise indicated, these measures took effect on January 1, 2008. To research other legislation that does not impact filings made or business conducted with the Secretary of State’s office but that may affect your business, please refer to the Bill Index section of the California Legislative Counsel’s website for a list of all bills introduced in the Assembly and Senate during the 2007–2008 legislative session.
The various California Codes (reflecting laws currently in effect) can be accessed through the California Law section of the California Legislative Counsel’s website.
This act established the Uniform Limited Partnership Act of 2008 (the Act of 2008), which provides the organization and governing provisions for a domestic (California) limited partnership (LP) and foreign (out–of–state or out–of–country) LP. LPs filed prior to January 1, 2008 will continue to be governed under the Uniform Limited Partnership Act and the California Revised Limited Partnership Act, unless the LP elects to be governed by the new act or until January 1, 2010 when the Act of 2008 will govern all LPs. The Act of 2008 can be found in the California Corporations Code commencing with § 15900.
This act requires a nonprofit public benefit corporation that is created by an elected legislative body to furnish an additional copy of the articles of incorporation to the Secretary of State at the time of filing, and requires the Secretary of State to forward the additional copy to the Controller. This act also affects Special Filings.
This act provides that the total aggregate limit of liability under the policy or policies of insurance or the amount of security for limited liability partnerships providing accountancy or legal services with 5 or fewer licensees shall be not less than $1,000,000 and for partnerships with more than 5 licensees, shall be an additional $100,000 for each additional licensee up to the $5,000,000 or $7,500,000 maximum, respectively.
This act makes three significant changes to the filing requirements for corporations: (1) when designating an individual as agent for service of process for a corporation, the street address of the designated agent must be provided. A post office box address is no longer acceptable; (2) all domestic (California) stock and foreign (out–of–state or out–of–country) corporations must provide their mailing address on the Statement of Information, if the mailing address is different from the street address of the corporation’s principal executive office; and (3) all California nonprofit corporations must provide their mailing address on the Statement of Information, if the mailing address is different from the street address of the corporation’s principal office in California or if the corporation has no principal office address in this state.
This act requires a notary public to respond within 15 business days from the receipt of a request by a member of the public for a line item from the notary public’s journal. The notary public is required to provide either a photostatic copy of the line item representing the requested transaction or acknowledge that no such line item exists. In a disciplinary proceeding for noncompliance with this provision, a notary public may defend their delayed action on the basis of unavoidable, exigent business or personal circumstances.
This act includes several provisions affecting notaries public:
This act requires an agency or entity formed pursuant to a joint powers agreement to furnish an additional copy of the notice of joint powers agreement or notice of amendment to the Secretary of State, and requires the Secretary of State to forward the additional copy of the notice to the Controller. This act also affects Business Entities.
This act establishes the Model State Trademark Law. This act adopts the classification of goods and services used by the United States Patent and Trademark Office and allows a single application to include multiple classifications of goods or services; requires the applicant to state a declaration of accuracy that no other person previously has registered a confusingly similar mark in California. A willful inaccurate statement will be subject to a civil penalty of up to $10,000 to be enforced by a public prosecutor; reduces the duration of new California registrations from ten to five years; and requires the applicant to state whether the applicant previously sought to register the mark with the U.S. Patent and Trademark Office and, if registration was refused, to disclose the reasons why it was refused at the federal level.
This act requires social security numbers to be truncated on specified filings, requires creation of a copy of the filing with the truncated social security number as a public record, and permits only the public record version of the filing to be available for inspection, copying, or public disclosure except by subpoena or court order. This act also requires each filing office to post a notice on its website informing filers not to include social security numbers in any portion of their filings, and permits a person that identifies a filing containing an unredacted social security number to require the filing office to redact the social security number and create a public record version of the filing. The act permits the Secretary of State to make forms available for filing in the formats described in Commercial Code § 9521 with the box for inclusion of the social security number blacked out.