Effective January 1, 2013, the California Secretary of State’s office will be changing its procedures for indicating a future filing date on business entity filings and has announced other changes that will affect filers.
Future Filing Dates on California Filings
California currently permits service companies and other filers to request a future filing date for documents presented to the office’s Business Programs Division. For example, a document could be presented on December 15th with a request for the document to be filed on January 1st. This type of request has typically been made in a cover letter or counter cover sheet.
Effective January 1, 2013, a major change will occur in this policy. Filers will continue to be permitted to request a future file date. The request, however, must be included in the document.
For certain filings, such as formation documents of a limited liability companies, the California Secretary of State requires the use of its forms. The state is preparing new forms which will provide for the future filing date provision.
Not all California business entity filings must be submitted on forms provided by the Secretary of State. Attorneys are permitted to draft many types of filings, such as a document spelling out the original Articles of Incorporation. When drafting these documents, the attorney must include the request for a future filing date in either the document or an attachment to the document.
Since the legislation requiring these changes, CA Senate Bill 1532, becomes effective on January 1, 2013, filers presenting documents in November and December, 2012, which request a file date equal to or later than January 1, 2013, must comply with the new provisions.
New Address Requirements and Standard Form of Filing Evidence
Filers should also be aware of additional provisions of CA Senate Bill 1532. This legislation also mandates certain addresses on various filings and modifies the standard form of filing evidence returned to filers. These provisions relate to all documents presented to the state and not just those requesting a future file date.
For formation documents, both a business entity street address and mailing address must be provided. For foreign corporation and foreign limited liability company registration documents, a street address of the principal business address in California, if one exists, and the corporation’s headquarters address must be provided.
After January 1, 2013, the customary filing evidence provided by the Secretary of State will consist of a single uncertified copy of the accepted document. Certification of the evidence and additional copies are available at the time of filing but additional fees will be charged. Filers should make service company representatives aware of the type and number of evidence copies needed for filings in California.
The information regarding evidence, outlined in the previous paragraph, does not apply to documents for which the state filing fee is less than twenty-five dollars. Examples of such documents include statements of information, dissolutions, cancellations and withdrawals. In these cases, the state doesn’t provide an uncertified copy of the accepted document. The filer must request and pay copy and/or certification fees to receive any form of evidence.
If you have any questions about California’s new requirements, feel free to contact your COGENCY GLOBAL INC. service specialist.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.