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, 2024. To research any legislation or existing law, please refer to the California Legislative Information website.
Business Entities
Chapter 151, Statutes of 2023 (SB 446, Wilk)
Adds provisions to the Nonprofit Corporation Law and the Cooperative Corporation Law, which were previously passed for the General Corporation Law, that authorizes otherwise lawful corporate actions, as defined, not in compliance, or purportedly not in compliance, with the Nonprofit Corporation Law, the Cooperative 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. The law requires, among other things, that the ratification of a corporate action pursuant to these provisions be approved by the board and, as applicable, approved by the members, and the articles, bylaws, and any plan or agreement to which the corporation is a party in effect at the time of ratification, except as specified. The law requires a corporation, if a 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 an instrument previously filed with the Secretary of State to be inaccurate or incomplete in any material respect, to file a certificate of ratification or certificate of validation to make, amend, or correct those instruments.
Chapter 115, Statutes of 2023 (AB 231, Chen)
Authorizes corporations conducting a meeting on or before December 31, 2025, to offer, in addition to live audiovisual feed, an audio-only means of participation. Grants the shareholder or proxyholder, or a member of a nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation, the right to choose whether to participate via audiovisual or audio-only means and would prohibit the corporation from imposing any barriers on either mode of participation. It would require a nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation to verify that person who has voted remotely is a member or proxyholder and provide members and proxyholders a reasonable opportunity to participate in a meeting conducted by remote communication, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings.
Notary Public
Chapter 291, Statutes of 2023 (SB 696, Portantino)
Gives effect to a notarial act performed in another state, under the authority and within the jurisdiction of a federally recognized Indian tribe, under federal law, or under the authority and within the jurisdiction of a foreign state, as if it were performed by a notarial officer of this state, if specified conditions are met. Authorizes a notary public or an applicant for appointment as a notary public to apply for registration with the secretary to be a notary public authorized to perform online notarizations by submitting an application that meets certain requirements. It is effective when the Secretary of State certifies on its internet website that the Secretary of State’s technology project necessary to implement statutes related to online notarization is complete or January 1, 2030, unless the Secretary of State informs the Legislature and the Governor in writing on or before January 1, 2029, that the technology project necessary to implement statutes related to online notarization will not be completed by January 1, 2030, including a detailed status of the technology project, whichever is earlier. Establishes various requirements applicable to an online notarization platform.
