Changes To Limited Liability Company Filings, Changes To California Business Entity Filings, Instructions For Completing The Certificate Of Continuation (Form Llc-8)

Changes To Limited Liability Company Filings, Changes To California Business Entity Filings, Instructions For Completing The Certificate Of Continuation (Form Llc-8) - 2014

Secretary of State

Business Programs Division

Business Entities, 1500 11th Street, 3rd Floor, Sacramento, CA 95814

Changes to Limited Liability Company Filings

As of January 1, 2014, the "Beverly-Killea Limited Liability Company Act" (California Corporations

Code sections 17000 - 17657) has been repealed and replaced with the "California Revised Uniform

Limited Liability Company Act" (California Corporations Code sections

17701.01 -

17713.13).

Following is a list of the primary changes to limited liability company (LLC) requirements that may

affect business conducted with the California Secretary of State. All statutory references below are to

the California Corporations Code:

LLC Naming Requirements

A proposed LLC name may not be one that is likely to mislead the public and must be

▪

distinguishable in the records of the California Secretary of State from the name of an existing

LLC or an LLC name that has been reserved to another party. (Section 17701.08.)

The Business Entity Names Regulations, commencing with Section 21000 of Division 7 of Title

▪

2 of the California Code of Regulations, have been revised to reflect the new naming

requirement noted above and to make other unrelated clarifications. These regulations are

available at

The registration of a foreign LLC under an assumed name only is permitted if the actual name

▪

of the foreign LLC does not comply with the requirements of Section 17701.08.

LLC Name Reservations

A request to reserve a proposed LLC name must be submitted in writing, must state the name

▪

and address of the applicant and the name proposed to be reserved. A request to reserve a

proposed LLC name no longer can be made by telephone using a prepaid account. (Section

17701.08(a).)

A person that has reserved an LLC name may transfer the reserved name to another person

▪

by submitting a notice of transfer that states the name and address of the transferee. (Section

17701.08(b).)

LLC Filing Requirements

All LLC related forms have been revised to update the relevant statutory references. The previous

version of the following forms will no longer be acceptable for filing:

Articles of Organization (Form LLC-1): (1) The statement of purpose has changed; and (2) the

▪

form must include the LLC's initial street address of the "designated office in California." The

designated office address may, but need not be, the LLC's place of business. (Sections

17702.01, 17701.02(e) and 17701.13(a).)

Articles of Organization - Conversion (Form LLC-1A): Under the Converted Entity Information

▪

section of the form, the same changes noted above for Form LLC-1 have been made.

California Secretary of State

SB 323, Statutes of 2012 - LLC Filings (Rev. 01/2014)

Page 1 of 2

(916) 657-5448

Changes To Limited Liability Company Filings, Changes To California Business Entity Filings, Instructions For Completing The Certificate Of Continuation (Form Llc-8) - 2014

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