Following are summaries of the bills enacted into law that may affect filings made and business conducted with the Secretary of State's office. Unless otherwise indicated, these measures will take effect on January 1, 2023. To research any legislation or existing law, please refer to the California Legislative Information website.
Business Entities
Chapter 31, Statutes of 2022 (AB 1802, Maienschein)
Adds language to further clarify how assets inadvertently or otherwise omitted from the winding up process of a canceled limited liability company and later realized shall be used. Specifically, such assets shall be used to discharge unsatisfied liabilities, if any, known by the company, and any excess shall be distributed to the members. If assets are inadvertently or otherwise omitted from the winding up, any person authorized to wind up the affairs of a limited liability company that has filed a certificate of cancellation (termination) under Section 17707.04 may use the assets to discharge the liabilities of the limited liability company and may distribute to the members the remaining assets, if any.
Chapter 217, Statutes of 2022 (SB 218, Jones)
Authorizes otherwise lawful corporate actions, as further defined by statute, not in compliance, or purportedly not in compliance, with the General Corporation Law or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of a corporate action, to be ratified, or validated by the superior court, in conformity with certain procedures. In the event that the corporate action ratified or validated would have required the filing of an instrument with the Secretary of State or if the ratification or validation would cause any instrument previously filed with the Secretary of State to be inaccurate or incomplete in any material respect, the corporation must file a certificate of ratification or a certificate of validation to make, amend, or correct those instruments.
Chapter 237, Statutes of 2022 (SB 49, Umberg)
Authorizes the conversion of a California corporation into a foreign other business entity or foreign corporation, if also authorized by the laws of the foreign jurisdiction. A Certificate of Conversion shall be filed with the California Secretary of State if a California corporation is converting into a foreign other business entity or foreign corporation.
Chapter 331, Statutes of 2022 (AB 2431, Committee on Banking and Finance)
Makes certain clarifying changes to the required question on the Statement of Information of a limited liability company regarding whether any manager or member has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, from which no appeal therefrom is pending, for a violation of any wage order or provision of the Labor Code. Note: this law change requires the first Statement of Information filed in 2023 to be a complete Statement of Information.
Chapter 617, Statutes of 2022 (SB 1202 Limón)
Makes various technical, non-substantive, and clarifying changes throughout the Corporations Code in connection with the launch of the Secretary of State’s (SOS) bizfile Online automated filing system for Business Entities, including, among others, standardizing terms, making practices uniform across all business entity types, and updating cross-references. Removes a prohibition on disclosing to the public the name, address, and either the daytime telephone number or email address of an association under the Commercial and Industrial Common Interest Development Act.
Oaths of Office - Health Officers
Chapter 124, Statutes of 2022 (AB 2324, Irwin)
Requires a health officer, in addition to their existing filing duties, to file their oath in the office of the Secretary of State.
