2013 Changes for California Business
As of January 1, 2013, the California Secretary of State’s office has some new legal requirements applicable to business entity documents. The changes were legislated under California Senate Bill 1532 and apply to documents filed on or after January 1, 2013.
All formation documents for domestic business entities must include the initial business entity street address and initial business entity mailing address, if different than the street address. This applies to all domestic business entities, including California corporations and California LLCs. All foreign corporations and foreign limited liability company registration documents must include the street address of the principal business office address in California, if one exists. For business entities whose formation document is a form provided by the California Secretary of State, such as a California LLC, updated forms providing space to fill in the initial business entity address will be available for download from the California Secretary of State on and after January 1, 2013.
Amendments and Restatements
When California business entity formation documents are modified by amendment and/or restatement, the initial business entity street address and initial business entity mailing address are omitted from the amended and/or restated documents in a fashion similar to the omission of the initial agent for service of process.
All documents listing an individual person as an agent for service of process must include the agent’s California street address. Corporate agents filing a certificate pursuant to California Corporations Code § 1505 must include the California street address where process may be served. A post office box address for an agent for service of process will not be accepted on any document.
Future Filing Date Requests
This is an area where the California Secretary of State’s office has been deficient, and the changes in California Senate Bill 1532 should work to the advantage of businesses. While future filing date requests have been permitted by the California Secretary of State’s office, the previous policy was to include the requested date in a cover letter to the submitted documents. Frequently, the clerks at the California Secretary of State’s office overlook the future filing date requested in the cover letter and file the documents on the date of receipt, often causing great taxation problems for the business.
Effective January 1, 2013, future file date requests for California corporation and California LLC documents must be included within the document submitted or as an attachment to be made part of the filed document. This should cure the problem of the cover letter becoming separated from the documents to be filed, and the document examiners at the California Secretary of State’s office should catch more, if not all, of the requested filing dates.
Articles of incorporation, articles of organization, amended and/or restated formation documents, statements of information, and other documents filed with the California Secretary of State have traditionally been filed in duplicate or triplicate (one original copy plus one or two duplicate original copies), with the duplicates endorsed and certified and returned to the filer.
Effective January 1, 2013, the California Secretary of State’s office will no longer endorse and certify duplicates. A filer submitting documents with a filing fee of $25.00 or more will receive one (1) uncertified copy of the documents for free and, at the time of filing, the free copy may be certified for a $5.00 certification fee. Filers requesting additional copies will be charged $1.00 for the first page and $0.50 for each additional page, with each certified copy requiring an additional $5.00 certification fee.