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, 2010. To research any legislation or existing law, please refer to the California Legislative Information website.
Business Entities
Chapter 495 (2008 LP Act; AB 339 Harman)
(Statutes of 2006)
Effective January 1, 2010
This act established the Uniform Limited Partnership Act of 2008 (2008 LP Act), providing the organization/registration and governing provisions for California and foreign (out–of–state or out–of–country) limited partnerships (LP). Prior to January 1, 2010, California LPs are subject to the 2008 LP Act if the LPs were: (1) formed on or after January 1, 2008; or (2) formed prior to January 1, 2008 and have elected to be governed by the 2008 LP Act. All registered foreign LPs, regardless of when the foreign LPs registered in California, became subject to the 2008 LP Act on January 1, 2008. Effective January 1, 2010, all California LPs will be subject to the 2008 LP Act. (California Corporations Code §§ 15912.04 and 15912.06.) The 2008 LP Act can be found in the California Corporations Code commencing with § 15900.
Chapter 131 (AB 991 Silva)
This act updates the definitions of "listed corporation" and "publicly traded corporation" to conform to existing designations of public exchanges and listing services. Existing statutory references to the formerly named NASDAQ Stock Market, the American Stock Exchange, National Association of Securities Dealers, and Pink Sheets LLC have been modified to reflect their current names.
Chapter 631 (AB 1233 Silva)
This act revises various provisions in the Corporations Code pertaining to the governance of nonprofit public benefit corporations, mutual benefit corporations, religious corporations, consumer cooperative corporations, and nonprofit unincorporated associations. The revisions involve director authority, directors and their titles, directors' elections and voting rights, quorum requirements, board committees and actions, third party rights, mergers and dissolutions, and private foundation restrictions.
Chapter 544 (AB 1546 Calderon, Beall, Coto, Ma, Portantino and Saldana)
This act requires a Limited Partnership Certificate of Revival (Form LP–7) to be accompanied by written confirmation from the Franchise Tax Board (FTB) indicating that all taxes, penalties and interest have been paid to the FTB, and that all required tax returns have been filed by the limited partnership, including returns for each year between the cancellation and the revival of the limited partnership. This act further authorizes the FTB to assess a specialized tax service fee of $100 for a limited partnership revival confirmation letter request, until January 1, 2011, after which the amount of the fee would be set by regulation.
Special Filings
Chapter 557 (SB 99 Wiggins, Aanestad, Cox, Kehoe and Wolk)
This act modifies the requirements for filing a Notice of Joint Powers Agreement or a Notice of Amendments to Joint Powers Agreement. In addition to submitting either filing with the Secretary of State’s office, the joint powers authority also must submit a copy of the full text of the joint powers agreement plus all amendments, if any, to the State Controller’s office.
Uniform Commercial Code
Chapter 410 (AB 121 Hernandez)
This act creates a continuation statement for a judgment lien for 5–year periods from the date of expiration. This act also creates a procedure for a judgment debtor to demand that the judgment creditor file a statement of release, or to obtain a court order releasing the judgment lien if the judgment creditor does not file a statement of release.
