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, 2013. To research any legislation or existing law, please refer to the California Legislative Information website.
Business Entities
Chapter 494 (SB 1532 Pavley)
This act requires California business entities to include an initial street address on formation documents filed with the Secretary of State, as well as the name and street address of its initial agent for service of process. The formation documents must also provide the initial mailing address, if different from the street address.
This act also requires changes to the initial address information in formation documents for corporations and limited liability companies to be made through filing a Statement of Information and prohibits changing this address information through amendments or restatements of articles.
This act removes the provision that requires the Secretary of State to physically compare, approve and file-stamp customer-submitted copies of filed documents, and instead allows the Secretary of State to supply a copy of filed documents to the customers without charge for any document with a filing fee of $25 or more. Additional copies may be requested and paid for at the time of filing. Please note the filing fee for a Statement of Information for both corporations and limited liability companies is $20, corporations have to pay an additional $5.00 disclosure fee. Therefore, customers requesting copies of a Statement of Information or any other filing with a filing fee under $25 will need to pay for copies.
Chapter 180 (AB 805 Torres) / Chapter 181 (AB 806 Torres)
Effective January 1, 2014
These acts recast and recodify the Davis-Stirling Common Interest Development Act by repealing California Civil Code, Title 6, Part 4, Division 2 and establishing California Civil Code, Part 5, Division 4, and related cross-references in other statutes, pursuant to recommendations from the California Law Revision Commission.
These acts, among other changes, are intended to have the governing statutes be more logical, organized and easier for homeowners and volunteer board members to navigate and provide guidance on the general supremacy of the law over governing documents and the relative authority of different types of governing documents.
Chapter 419 (SB 323 Vargas)
Effective January 1, 2014
This act repeals the Beverly-Killea Limited Liability Company Act and enacts the California Revised Uniform Limited Liability Company Act, affecting the formation and operation of limited liability companies. However, this act does not require existing limited liability companies to submit any new filings.
This act provides that an individual who signs specified records affirms under penalty of perjury that the information in the record is accurate.
This act changes the name availability requirement for a limited liability company to provide that the name be "distinguishable in the records" of the Secretary of State but not misleading.
This act also requires requests for limited liability company name reservations and transfers of name reservations to be made in writing, although name availability inquiries (not actual name reservations) through the Prepay Priority Telephone Service will still be available.
Victims of Corporate Fraud Compensation Fund
Chapter 564 (SB 1058 Lieu)
This act applies to Victims of Corporate Fraud Compensation Fund applications filed on and after January 1, 2013 and codifies into the California Corporations Code (Sections 1502, 2117 and 2280 et seq.) specific sections of the California Code of Regulations currently governing the Victims of Corporate Fraud Compensation Fund (Chapter 12, Title 7, Sections 22500, et seq.). This act repeals California Corporations Code 1502.5.
This act requires individual applicants to have resided in California at the time of the fraud, reduces the documentary requirements for many applicants, and shifts providing the judgment debtor corporation with notice of the application to the Secretary of State rather than the applicant.
This act shortens the time for the Victims of Corporate Fraud Compensation Fund to render a decision to within 90 days of completion of the application and increases the maximum award amount from $20,000 per transaction to $50,000 for any one applicant per single judgment.
This act requires the Secretary of State, in the event that the Victims of Corporate Fraud Compensation Fund is completely exhausted, to pay out on applications as the Victims of Corporate Fraud Compensation Fund is replenished in the order of award date including specified accrued interest.
Notary Public
Chapter 202 (AB 2326 Wagner)
This act expands the obligation for a notary public to obtain the thumbprint of a party signing a deed, quitclaim deed, deed of trust affecting real property or a power of attorney document to include a party signing any other document affecting real property, except for a trustee's deed resulting from a decree of foreclosure or a nonjudicial foreclosure pursuant to Civil Code section 2924, or a deed of reconveyance.
This act expands existing prohibitions on the use of a proof of execution by a subscribing witness for a power of attorney, grant deed, mortgage, deed of trust, quitclaim deed, security agreement or any instrument that requires a notary public to obtain a thumbprint in the notary public's official journal to include any other document affecting real property except proof of execution of a trustee's deed resulting from a decree of foreclosure or a nonjudicial foreclosure pursuant to Civil Code section 2924, or a deed of reconveyance.
Notary Public Disciplinary Guidelines 2012
The Secretary of State established new Notary Public Disciplinary Guidelines to assist administrative law judges, attorneys, notaries public, notary public applicants, and others involved in the disciplinary process, which became effective November 16, 2012.
