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Code sections 17000 - 17657) has been repealed and replaced with the "California Revised Uniform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 -
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
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
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)
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(916) 657-5448


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