Bill Text: CA AB554 | 2013-2014 | Regular Session | Chaptered
Bill Title: State government: Secretary of State: fees.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Passed) 2013-09-26 - Chaptered by Secretary of State - Chapter 364, Statutes of 2013. [AB554 Detail]
Download: California-2013-AB554-Chaptered.html
BILL NUMBER: AB 554 CHAPTERED
BILL TEXT
CHAPTER 364
FILED WITH SECRETARY OF STATE SEPTEMBER 26, 2013
APPROVED BY GOVERNOR SEPTEMBER 26, 2013
PASSED THE SENATE AUGUST 26, 2013
PASSED THE ASSEMBLY MAY 9, 2013
AMENDED IN ASSEMBLY APRIL 9, 2013
INTRODUCED BY Assembly Member Mullin
FEBRUARY 20, 2013
An act to amend Sections 1502 and 2117 of the Corporations Code,
and to amend, repeal, and add Section 12182 of the Government Code,
relating to state government.
LEGISLATIVE COUNSEL'S DIGEST
AB 554, Mullin. State government: Secretary of State: fees.
(1) Existing law requires every corporation to file a specified
statement of information with the Secretary of State and pay a $5
disclosure fee in addition to any other required fees. Existing law
requires one-half of the amount of this disclosure fee to be used for
specified purposes, including the development and maintenance of an
online database, and the other one-half to be deposited in the
Victims of Corporate Fraud Compensation Fund.
This bill would instead require the first half of the disclosure
fee to be deposited in the Business Programs Modernization Fund,
which would be established by this bill. Moneys deposited in the fund
would be made available, upon appropriation, to the Secretary of
State of the purposes specified in existing law.
(2) Existing law states that it is the intent of the Legislature
that moneys deposited into the Secretary of State's Business Fees
Fund be used to support the programs from which the fees are
collected and provides that they shall be expended to the extent that
appropriations are made in the annual Budget Act.
Existing law authorizes the Secretary of State to charge and
collect fees for preclearance of documents and expedited filings if
the special handling does not cause disruption or delay in the
process of the normal handling of documents, and if the
implementation of the special handling is supported by an
appropriation in the annual Budget Act. Existing law also specifies
that copying and special handling fees shall be accounted as
Secretary of State expenditure reimbursements.
This bill would instead provide that, operative July 1, 2014,
copying and special handling fees be paid into the Secretary of State'
s Business Fees Fund and would delete the requirement that the
implementation of special handling be supported by an appropriation
in the annual Budget Act.
THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:
SECTION 1. Section 1502 of the Corporations Code is amended to
read:
1502. (a) Every corporation shall file, within 90 days after the
filing of its original articles and annually thereafter during the
applicable filing period, on a form prescribed by the Secretary of
State, a statement containing all of the following:
(1) The name of the corporation and the Secretary of State's file
number.
(2) The names and complete business or residence addresses of its
incumbent directors.
(3) The number of vacancies on the board, if any.
(4) The names and complete business or residence addresses of its
chief executive officer, secretary, and chief financial officer.
(5) The street address of its principal executive office.
(6) The mailing address of the corporation, if different from the
street address of its principal executive office.
(7) If the address of its principal executive office is not in
this state, the street address of its principal business office in
this state, if any.
(8) If the corporation chooses to receive renewal notices and any
other notifications from the Secretary of State by electronic mail
instead of by United States mail, the corporation shall include a
valid electronic mail address for the corporation or for the
corporation's designee to receive those notices.
(9) A statement of the general type of business that constitutes
the principal business activity of the corporation (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).
(b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or a corporation
that has complied with Section 1505 and whose capacity to act as an
agent has not terminated. If a natural person is designated, the
statement shall set forth that person's complete business or
residence street address. If a corporate agent is designated, no
address for it shall be set forth.
(c) If there has been no change in the information in the last
filed statement of the corporation on file in the Secretary of State'
s office, the corporation may, in lieu of filing the statement
required by subdivisions (a) and (b), advise the Secretary of State,
on a form prescribed by the Secretary of State, that no changes in
the required information have occurred during the applicable filing
period.
(d) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which its
original articles were filed and the immediately preceding five
calendar months. The Secretary of State shall provide a notice to
each corporation to comply with this section approximately three
months prior to the close of the applicable filing period. The notice
shall state the due date for compliance and shall be sent to the
last address of the corporation according to the records of the
Secretary of State or to the last electronic mail address according
to the records of the Secretary of State if the corporation has
elected to receive notices from the Secretary of State by electronic
mail. The failure of the corporation to receive the notice is not an
excuse for failure to comply with this section.
(e) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b). In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b). Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
(f) The Secretary of State may destroy or otherwise dispose of any
statement filed pursuant to this section after it has been
superseded by the filing of a new statement.
(g) This section shall not be construed to place any person
dealing with the corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.
(h) The statement required by subdivision (a) shall be available
and open to the public for inspection. The Secretary of State shall
provide access to all information contained in this statement by
means of an online database.
(i) In addition to any other fees required, a corporation shall
pay a five-dollar ($5) disclosure fee when filing the statement
required by subdivision (a). One-half of the fee shall,
notwithstanding Section 12176 of the Government Code, be deposited
into the Business Programs Modernization Fund established in
subdivision (k), and one-half shall be deposited into the Victims of
Corporate Fraud Compensation Fund established in Section 2280.
(j) A corporation shall certify that the information it provides
pursuant to subdivisions (a) and (b) is true and correct. No claim
may be made against the state for inaccurate information contained in
the statements.
(k) There is hereby established the Business Programs
Modernization Fund in the State Treasury. Moneys deposited into the
fund shall, upon appropriation by the Legislature, be available to
the Secretary of State to further the purposes of this section,
including the development and maintenance of the online database
required by subdivision (h), and by subdivision (c) of Section 2117.
SEC. 2. Section 2117 of the Corporations Code is amended to read:
2117. (a) Every foreign corporation (other than a foreign
association) qualified to transact intrastate business shall file,
within 90 days after the filing of its original statement and
designation of foreign corporation and annually thereafter during the
applicable filing period, on a form prescribed by the Secretary of
State, a statement containing the following:
(1) The name of the corporation as registered in California and
the California Secretary of State's file number.
(2) The names and complete business or residence addresses of its
chief executive officer, secretary, and chief financial officer.
(3) The street address of its principal executive office.
(4) The mailing address of the corporation, if different from the
street address of its principal executive office.
(5) The street address of its principal business office in this
state, if any.
(6) If the corporation chooses to receive renewal notices and any
other notifications from the Secretary of State by electronic mail
instead of by United States mail, the corporation shall include a
valid electronic mail address for the corporation or for the
corporation's designee to receive those notices.
(7) A statement of the general type of business that constitutes
the principal business activity of the corporation (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).
(b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or a corporation
that has complied with Section 1505 and whose capacity to act as the
agent has not terminated. If a natural person is designated, the
statement shall set forth the person's complete business or residence
street address. If a corporate agent is designated, no address for
it shall be set forth.
(c) The statement required by subdivision (a) shall be available
and open to the public for inspection. The Secretary of State shall
provide access to all information contained in the statement by means
of an online database.
(d) In addition to any other fees required, a foreign corporation
shall pay a five-dollar ($5) disclosure fee upon filing the statement
required by subdivision (a). One-half of the fee shall,
notwithstanding Section 12176 of the Government Code, be deposited
into the Business Programs Modernization Fund established in
subdivision (k) of Section 1502, and one-half shall be deposited into
the Victims of Corporate Fraud Compensation Fund established in
Section 2280.
(e) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b). In order to
change its agent for service of process or the address of the agent,
the corporation shall file a current statement containing all the
information required by subdivisions (a) and (b). Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the filing pursuant
to Section 2105.
(f) Subdivisions (c), (d), (f), and (g) of Section 1502 apply to
statements filed pursuant to this section, except that "articles"
shall mean the filing pursuant to Section 2105, and "corporation"
shall mean a foreign corporation.
SEC. 3. Section 12182 of the Government Code is amended to read:
12182. (a) The Secretary of State shall charge and collect fees
as provided in this article and may also by regulation establish fees
to be charged and collected for copying and special handling in
connection with filing documents, issuing of certificates, and other
services performed by the office.
(b) Except as provided in subdivision (c), the fees shall
approximate the estimated cost of copying and special handling.
(c) Fees charged for preclearance of documents and expedited
filings may be in different amounts, which shall not exceed one
thousand dollars ($1,000). Those fees may be charged only if the
special handling does not cause disruption or delay in the process of
normal handling of documents, and if the implementation of the
special handling is supported by an appropriation in the Budget Act.
(d) Copying and special handling fees shall be accounted as
Secretary of State expenditure reimbursements.
(e) The preclearance or expedited filing of documents by the
Secretary of State or his or her employees pursuant to this section
shall be considered discretionary pursuant to Section 820.2.
(f) This section shall become inoperative on June 30, 2014, and,
as of January 1, 2015, is repealed.
SEC. 4. Section 12182 is added to the Government Code, to read:
12182. (a) The Secretary of State shall charge and collect fees
as provided in this article and may also by regulation establish fees
to be charged and collected for copying and special handling in
connection with filing documents, issuing of certificates, and other
services performed by the office.
(b) Except as provided in subdivision (c), the fees shall
approximate the estimated cost of copying and special handling.
(c) Fees charged for preclearance of documents and expedited
filings may be in different amounts, that shall not exceed one
thousand dollars ($1,000). Those fees may be charged only if the
special handling does not cause disruption or delay in the process of
normal handling of documents.
(d) Copying and special handling fees shall be paid into the
Secretary of State's Business Fees Fund.
(e) The preclearance or expedited filing of documents by the
Secretary of State or his or her employees pursuant to this section
shall be considered discretionary pursuant to Section 820.2.
(f) This section shall become operative commencing July 1, 2014.
