Business Entities 2011 Legislation
This act allows a corporation to make distributions to shareholders
if certain specified conditions are met. This act also grants more
flexibility to the board of
directors to determine the value of the corporation’s assets and
liabilities.
This act repeals Corporations Code § 502 regulating corporate
distributions and provides that preferred shareholders with cumulative
dividends in arrears do
not have the right to bring suit with respect to an improper
distribution unless the amounts owed those shareholders, as specified,
is greater than zero. The act also
creates a four–year statute of limitations for lawsuits based on an
obligation to return an improper distribution.
This act allows businesses to choose to receive Statement of
Information notices and other notices from the Secretary of State
electronically.
This act requires a corporation from another state or country to
file an initial Statement of Information within 90 days of registering
in California. This makes
the law the same for California and non–California corporations.
This act allows credit unions to have corporations as agents for
service of process. This act also standardizes the address requirements
on the Statements of
Information for consumer cooperatives, limited liability companies and
credit unions, and provides other technical, standardizing changes
related to common interest
developments.
- Scam Solicitations
Government agencies often send reminders about fees or information that businesses must pay
or submit. This act creates stronger rules to prevent notices sent by nongovernmental
organizations from appearing to be
from a government agency. This act specifies the font size and
disclaimer that must be on notices offering services from
nongovernmental organizations. The
penalty for violating the law was increased from $1,000 to $2,500.
- Secretary of State Authority
This act gives the Secretary of State the right to refuse a request to perform a
service or filing submitted for unlawful, false or fraudulent purposes.
This act also affects Notary Public and Special Filings & Trademarks and Service Marks.
This act extends the time limit for architects to organize as
limited liability partnerships from January 1, 2012 to January 1, 2019.
This act authorizes the formation of professional clinical
counselor corporations, subject to specified requirements. It authorizes
professional clinical counselors
to be shareholders, officers, directors, or professional employees of
other professional corporations. This act also makes changes to
regulating and establishing the
licensed profession of clinical counselors.
This act applies to nonprofit public benefit corporations that are
committees required to file reports with the California Fair Political
Practices Commission by the
California Political Reform Act ("California FPCC Committees"). These
committees are exempt from the supervision of the California Attorney
General pursuant to
California Government Code §§ 12581 and 12583. Because these
committees are not supervised by the Attorney General, this act exempts
them from the following
requirements related to the Attorney General:
- The requirement to give 20 days written notice
to the California Attorney General before selling, leasing, conveying,
exchanging, transferring or
otherwise disposing of all or substantially all of its assets.
- The requirement to obtain written permission
from the California Attorney General before a merger with any business
entity that is not another
nonprofit public benefit corporation, nonprofit religious
corporation or foreign nonprofit corporation or another committee of
this type.
- The requirement for a written waiver or written
confirmation of no assets from the California Attorney General when
voluntarily dissolving.
This act also requires a statement in the Certificate of
Dissolution for nonprofit public benefit, nonprofit mutual benefit and
nonprofit religious corporations
that "all" final returns under the California Revenue and Taxation
Code have been or will be filed with the California Franchise Tax Board.
This act also changes the criteria for counting the number of
directors present for constituting a quorum, including criteria related
to "interested"
directors, and adds criteria related to "common" directors. This act
incorporates references to filing specific instruments and reports with
the Attorney
General into various provisions of the nonprofit public benefit,
nonprofit mutual benefit and nonprofit religious corporation law.
This act authorizes the formation of a new type of corporation
called the "benefit corporation." A benefit corporation must be formed
in accordance with
Division 1 of the General Corporation law and must have the purpose of
creating a general public benefit (defined as a "material positive
impact on society and the
environment").
This act authorizes the formation of a new type of corporation
called the "flexible purpose corporation." This entity type is required
to list its
flexible purposes in the articles of incorporation, which could
include charitable purposes.
Source: http://www.sos.ca.gov/business/legislation/2011.htm#be