CORPORATE TRANSACTIONS & COMPLIANCE BLOG

Significant Changes to California LLC Law Effective January 1, 2014

By: Terry Waitrovich, COGENCY GLOBAL INC. on Mon, Dec 16, 2013

California Senate Bill 323, which becomes effective on January 1, 2014, affects the following California LLC Changesrelating to the filing of Limited Liability Company (LLC) documents in the state of California: 

  • Changes name conflict standards
  • Requires paper submission of name reservation requests
  • Requires foreign LLCs to use their home-state name
  • Revises key forms

The new name conflict standard is “distinguishable in the records” — similar to the current name standard for limited partnerships.  The “misleading” component of the name requirements stays the same.  View the proposed regulations for more details.

While name availability inquiries for LLCs will still be available by phone, name reservation requests for LLCs must be submitted in writing. Therefore, such requests must be mailed to the California Secretary of State or presented over the counter.

A foreign LLC now must register with the name used in the home jurisdiction. An alternate name will only be allowed when the home jurisdiction name is unavailable under the new name conflict standard. This is consistent with the current name regulations for foreign corporations.

Revised LLC forms will be available the week of December 16, 2013. These revised forms may be submitted for filing prior to January 1, 2014 only with a request for a future file date that is on or after January 1, 2014.

An important reminder: All submissions for future filing dates or future effective dates must be clear. Future filing dates are distinctly different from future effective dates. Clients are also reminded that, per Senate Bill 1532, future effective and filing dates must be included within the document to be filed (not on a counter sheet or in correspondence).  The inclusion may be executed as an attachment to the submitted form. 

A notice describing the SB 323 changes is now available on the CA Secretary of State’s website.

 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Topics: Company Formation and Filing Considerations