Amended IN Assembly March 29, 2017 CALIFORNIA LEGISLATURE 20172018 REGULAR SESSION Assembly Bill No. 1016Introduced by Assembly Member SteinorthFebruary 16, 2017 An act to amend Section 1001 of the Corporations Code, relating to corporations. 17941 of the Revenue and Taxation Code, relating to taxation, to take effect immediately, tax levy.LEGISLATIVE COUNSEL'S DIGESTAB 1016, as amended, Steinorth. Corporations. Limited liability companies: annual tax: proration.Existing law imposes an annual minimum franchise tax, except as provided, on every corporation incorporated in this state, qualified to transact intrastate business in this state, or doing business in this state. Existing law imposes an annual tax in an amount equal to the minimum franchise tax on every limited liability company doing business in this state.This bill, for taxable years beginning on or after January 1, 2018, would prorate that annual tax for a new limited liability company, as defined, depending upon the quarter in which the companys articles of organization are filed, as provided.This bill would take effect immediately as a tax levy.Under existing law, a corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the corporations board of directors and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares, either before or after approval by the board and before or after the transaction.This bill would make nonsubstantive changes to these provisions.Digest Key Vote: MAJORITY Appropriation: NO Fiscal Committee: NOYES Local Program: NO Bill TextThe people of the State of California do enact as follows:SECTION 1. Section 17941 of the Revenue and Taxation Code is amended to read:17941. (a) For each taxable year beginning on or after January 1, 1997, a limited liability company doing business in this state (as defined in Section 23101) shall pay annually to this state a tax for the privilege of doing business in this state in an amount equal to the applicable amount specified in paragraph (1) of subdivision (d) of Section 23153 for the taxable year.(b) (1) In addition to any limited liability company that is doing business in this state and is therefore subject to the tax imposed by subdivision (a), for each taxable year beginning on or after January 1, 1997, a limited liability company shall pay annually the tax prescribed in subdivision (a) if articles of organization have been accepted, or a certificate of registration has been issued, by the office of the Secretary of State. The tax shall be paid for each taxable year, or part thereof, until a certificate of cancellation of registration or of articles of organization is filed on behalf of the limited liability company with the office of the Secretary of State.(2) If a taxpayer files a return with the Franchise Tax Board that is designated as its final return, the Franchise Tax Board shall notify the taxpayer that the annual tax shall continue to be due annually until a certificate of dissolution is filed with the Secretary of State pursuant to Section 17707.08 of the Corporations Code or a certificate of cancellation is filed with the Secretary of State pursuant to Section 17708.06 of the Corporations Code.(c) The tax assessed under this section shall be due and payable on or before the 15th day of the fourth month of the taxable year.(d) For purposes of this section, limited liability company means an organization, other than a limited liability company that is exempt from the tax and fees imposed under this chapter pursuant to Section 23701h or Section 23701x, that is formed by one or more persons under the law of this state, any other country, or any other state, as a limited liability company and that is not taxable as a corporation for California tax purposes.(e) Notwithstanding anything in this section to the contrary, if the office of the Secretary of State files a certificate of cancellation pursuant to Section 17707.02 of the Corporations Code for any limited liability company, then paragraph (1) of subdivision (f) of Section 23153 shall apply to that limited liability company as if the limited liability company were properly treated as a corporation for that limited purpose only, and paragraph (2) of subdivision (f) of Section 23153 shall not apply. Nothing in this subdivision entitles a limited liability company to receive a reimbursement for any annual taxes or fees already paid.(f) (1) Notwithstanding any provision of this section to the contrary, a limited liability company that is a small business solely owned by a deployed member of the United States Armed Forces shall not be subject to the tax imposed under this section for any taxable year the owner is deployed and the limited liability company operates at a loss or ceases operation.(2) The Franchise Tax Board may promulgate regulations as necessary or appropriate to carry out the purposes of this subdivision, including a definition for ceases operation.(3) For the purposes of this subdivision, all of the following definitions apply:(A) Deployed means being called to active duty or active service during a period when a Presidential Executive order specifies that the United States is engaged in combat or homeland defense. Deployed does not include either of the following:(i) Temporary duty for the sole purpose of training or processing.(ii) A permanent change of station.(B) Operates at a loss means a limited liability companys expenses exceed its receipts.(C) Small business means a limited liability company with total income from all sources derived from, or attributable, to the state of two hundred fifty thousand dollars ($250,000) or less.(4) This subdivision shall become inoperative for taxable years beginning on or after January 1, 2018.(g) (1) Notwithstanding any provision of this section to the contrary, for taxable years beginning on or after January 1, 2018, every new limited liability company shall pay to the state an annual tax as follows:(A) For a new limited liability company that files its articles of organization in the first quarter of the calendar year, eight hundred dollars ($800).(B) For a new limited liability company that files its articles of organization in the second quarter of the calendar year, six hundred dollars ($600).(C) For a new limited liability company that files its articles of organization in the third quarter of the calendar year, four hundred dollars ($400).(D) For a new limited liability company that files its articles of organization in the fourth quarter of the calendar year, two hundred dollars ($200).(2) New limited liability company means a limited liability company that on or after January 1, 2018, is organized under the laws of this state or has qualified to transact intrastate business in this state that begins business operations at or after the time of its organization. New limited liability company does not include any limited liability company that began business operations as, or acquired its business operations from, a sole proprietorship, a limited liability company, or any other form of business entity prior to its organization.SEC. 2. This act provides for a tax levy within the meaning of Article IV of the California Constitution and shall go into immediate effect.SECTION 1.Section 1001 of the Corporations Code is amended to read:1001.(a)A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the board, and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares (Section 152), either before or after approval by the board and before or after the transaction. A transaction constituting a reorganization (Section 181) is subject to Chapter 12 (commencing with Section 1200) and not this section (other than subdivision (d)). A transaction constituting a conversion (Section 161.9) is subject to Chapter 11.5 (commencing with Section 1150) and not this section.(b)Notwithstanding approval of the outstanding shares (Section 152), the board may abandon the proposed transaction without further action by the shareholders, subject to the contractual rights, if any, of third parties.(c)The sale, lease, conveyance, exchange, transfer or other disposition may be made upon those terms and conditions and for that consideration as the board may deem in the best interests of the corporation. The consideration may be money, securities, or other property.(d)If the acquiring party in a transaction pursuant to subdivision (a) of this section or subdivision (g) of Section 2001 is in control of, or under common control with, the disposing corporation, the principal terms of the sale must be approved by at least 90 percent of the voting power of the disposing corporation, unless the disposition is to a domestic or foreign corporation or other business entity in consideration of the nonredeemable common shares or nonredeemable equity securities of the acquiring party or its parent.(e)Subdivision (d) does not apply to any transaction if the Commissioner of Corporations, the Commissioner of Financial Institutions, the Insurance Commissioner, or the Public Utilities Commission has approved the terms and conditions of the transaction and the fairness of those terms and conditions pursuant to Section 25142, Section 1209 of the Financial Code, Section 838.5 of the Insurance Code, or Section 822 of the Public Utilities Code.
Amended IN Assembly March 29, 2017 CALIFORNIA LEGISLATURE 20172018 REGULAR SESSION Assembly Bill No. 1016Introduced by Assembly Member SteinorthFebruary 16, 2017 An act to amend Section 1001 of the Corporations Code, relating to corporations. 17941 of the Revenue and Taxation Code, relating to taxation, to take effect immediately, tax levy.LEGISLATIVE COUNSEL'S DIGESTAB 1016, as amended, Steinorth. Corporations. Limited liability companies: annual tax: proration.Existing law imposes an annual minimum franchise tax, except as provided, on every corporation incorporated in this state, qualified to transact intrastate business in this state, or doing business in this state. Existing law imposes an annual tax in an amount equal to the minimum franchise tax on every limited liability company doing business in this state.This bill, for taxable years beginning on or after January 1, 2018, would prorate that annual tax for a new limited liability company, as defined, depending upon the quarter in which the companys articles of organization are filed, as provided.This bill would take effect immediately as a tax levy.Under existing law, a corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the corporations board of directors and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares, either before or after approval by the board and before or after the transaction.This bill would make nonsubstantive changes to these provisions.Digest Key Vote: MAJORITY Appropriation: NO Fiscal Committee: NOYES Local Program: NO
Amended IN Assembly March 29, 2017
Amended IN Assembly March 29, 2017
CALIFORNIA LEGISLATURE 20172018 REGULAR SESSION
Assembly Bill No. 1016
Introduced by Assembly Member SteinorthFebruary 16, 2017
Introduced by Assembly Member Steinorth
February 16, 2017
An act to amend Section 1001 of the Corporations Code, relating to corporations. 17941 of the Revenue and Taxation Code, relating to taxation, to take effect immediately, tax levy.
LEGISLATIVE COUNSEL'S DIGEST
## LEGISLATIVE COUNSEL'S DIGEST
AB 1016, as amended, Steinorth. Corporations. Limited liability companies: annual tax: proration.
Existing law imposes an annual minimum franchise tax, except as provided, on every corporation incorporated in this state, qualified to transact intrastate business in this state, or doing business in this state. Existing law imposes an annual tax in an amount equal to the minimum franchise tax on every limited liability company doing business in this state.This bill, for taxable years beginning on or after January 1, 2018, would prorate that annual tax for a new limited liability company, as defined, depending upon the quarter in which the companys articles of organization are filed, as provided.This bill would take effect immediately as a tax levy.Under existing law, a corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the corporations board of directors and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares, either before or after approval by the board and before or after the transaction.This bill would make nonsubstantive changes to these provisions.
Existing law imposes an annual minimum franchise tax, except as provided, on every corporation incorporated in this state, qualified to transact intrastate business in this state, or doing business in this state. Existing law imposes an annual tax in an amount equal to the minimum franchise tax on every limited liability company doing business in this state.
This bill, for taxable years beginning on or after January 1, 2018, would prorate that annual tax for a new limited liability company, as defined, depending upon the quarter in which the companys articles of organization are filed, as provided.
This bill would take effect immediately as a tax levy.
Under existing law, a corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the corporations board of directors and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares, either before or after approval by the board and before or after the transaction.
This bill would make nonsubstantive changes to these provisions.
## Digest Key
## Bill Text
The people of the State of California do enact as follows:SECTION 1. Section 17941 of the Revenue and Taxation Code is amended to read:17941. (a) For each taxable year beginning on or after January 1, 1997, a limited liability company doing business in this state (as defined in Section 23101) shall pay annually to this state a tax for the privilege of doing business in this state in an amount equal to the applicable amount specified in paragraph (1) of subdivision (d) of Section 23153 for the taxable year.(b) (1) In addition to any limited liability company that is doing business in this state and is therefore subject to the tax imposed by subdivision (a), for each taxable year beginning on or after January 1, 1997, a limited liability company shall pay annually the tax prescribed in subdivision (a) if articles of organization have been accepted, or a certificate of registration has been issued, by the office of the Secretary of State. The tax shall be paid for each taxable year, or part thereof, until a certificate of cancellation of registration or of articles of organization is filed on behalf of the limited liability company with the office of the Secretary of State.(2) If a taxpayer files a return with the Franchise Tax Board that is designated as its final return, the Franchise Tax Board shall notify the taxpayer that the annual tax shall continue to be due annually until a certificate of dissolution is filed with the Secretary of State pursuant to Section 17707.08 of the Corporations Code or a certificate of cancellation is filed with the Secretary of State pursuant to Section 17708.06 of the Corporations Code.(c) The tax assessed under this section shall be due and payable on or before the 15th day of the fourth month of the taxable year.(d) For purposes of this section, limited liability company means an organization, other than a limited liability company that is exempt from the tax and fees imposed under this chapter pursuant to Section 23701h or Section 23701x, that is formed by one or more persons under the law of this state, any other country, or any other state, as a limited liability company and that is not taxable as a corporation for California tax purposes.(e) Notwithstanding anything in this section to the contrary, if the office of the Secretary of State files a certificate of cancellation pursuant to Section 17707.02 of the Corporations Code for any limited liability company, then paragraph (1) of subdivision (f) of Section 23153 shall apply to that limited liability company as if the limited liability company were properly treated as a corporation for that limited purpose only, and paragraph (2) of subdivision (f) of Section 23153 shall not apply. Nothing in this subdivision entitles a limited liability company to receive a reimbursement for any annual taxes or fees already paid.(f) (1) Notwithstanding any provision of this section to the contrary, a limited liability company that is a small business solely owned by a deployed member of the United States Armed Forces shall not be subject to the tax imposed under this section for any taxable year the owner is deployed and the limited liability company operates at a loss or ceases operation.(2) The Franchise Tax Board may promulgate regulations as necessary or appropriate to carry out the purposes of this subdivision, including a definition for ceases operation.(3) For the purposes of this subdivision, all of the following definitions apply:(A) Deployed means being called to active duty or active service during a period when a Presidential Executive order specifies that the United States is engaged in combat or homeland defense. Deployed does not include either of the following:(i) Temporary duty for the sole purpose of training or processing.(ii) A permanent change of station.(B) Operates at a loss means a limited liability companys expenses exceed its receipts.(C) Small business means a limited liability company with total income from all sources derived from, or attributable, to the state of two hundred fifty thousand dollars ($250,000) or less.(4) This subdivision shall become inoperative for taxable years beginning on or after January 1, 2018.(g) (1) Notwithstanding any provision of this section to the contrary, for taxable years beginning on or after January 1, 2018, every new limited liability company shall pay to the state an annual tax as follows:(A) For a new limited liability company that files its articles of organization in the first quarter of the calendar year, eight hundred dollars ($800).(B) For a new limited liability company that files its articles of organization in the second quarter of the calendar year, six hundred dollars ($600).(C) For a new limited liability company that files its articles of organization in the third quarter of the calendar year, four hundred dollars ($400).(D) For a new limited liability company that files its articles of organization in the fourth quarter of the calendar year, two hundred dollars ($200).(2) New limited liability company means a limited liability company that on or after January 1, 2018, is organized under the laws of this state or has qualified to transact intrastate business in this state that begins business operations at or after the time of its organization. New limited liability company does not include any limited liability company that began business operations as, or acquired its business operations from, a sole proprietorship, a limited liability company, or any other form of business entity prior to its organization.SEC. 2. This act provides for a tax levy within the meaning of Article IV of the California Constitution and shall go into immediate effect.SECTION 1.Section 1001 of the Corporations Code is amended to read:1001.(a)A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the board, and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares (Section 152), either before or after approval by the board and before or after the transaction. A transaction constituting a reorganization (Section 181) is subject to Chapter 12 (commencing with Section 1200) and not this section (other than subdivision (d)). A transaction constituting a conversion (Section 161.9) is subject to Chapter 11.5 (commencing with Section 1150) and not this section.(b)Notwithstanding approval of the outstanding shares (Section 152), the board may abandon the proposed transaction without further action by the shareholders, subject to the contractual rights, if any, of third parties.(c)The sale, lease, conveyance, exchange, transfer or other disposition may be made upon those terms and conditions and for that consideration as the board may deem in the best interests of the corporation. The consideration may be money, securities, or other property.(d)If the acquiring party in a transaction pursuant to subdivision (a) of this section or subdivision (g) of Section 2001 is in control of, or under common control with, the disposing corporation, the principal terms of the sale must be approved by at least 90 percent of the voting power of the disposing corporation, unless the disposition is to a domestic or foreign corporation or other business entity in consideration of the nonredeemable common shares or nonredeemable equity securities of the acquiring party or its parent.(e)Subdivision (d) does not apply to any transaction if the Commissioner of Corporations, the Commissioner of Financial Institutions, the Insurance Commissioner, or the Public Utilities Commission has approved the terms and conditions of the transaction and the fairness of those terms and conditions pursuant to Section 25142, Section 1209 of the Financial Code, Section 838.5 of the Insurance Code, or Section 822 of the Public Utilities Code.
The people of the State of California do enact as follows:
## The people of the State of California do enact as follows:
SECTION 1. Section 17941 of the Revenue and Taxation Code is amended to read:17941. (a) For each taxable year beginning on or after January 1, 1997, a limited liability company doing business in this state (as defined in Section 23101) shall pay annually to this state a tax for the privilege of doing business in this state in an amount equal to the applicable amount specified in paragraph (1) of subdivision (d) of Section 23153 for the taxable year.(b) (1) In addition to any limited liability company that is doing business in this state and is therefore subject to the tax imposed by subdivision (a), for each taxable year beginning on or after January 1, 1997, a limited liability company shall pay annually the tax prescribed in subdivision (a) if articles of organization have been accepted, or a certificate of registration has been issued, by the office of the Secretary of State. The tax shall be paid for each taxable year, or part thereof, until a certificate of cancellation of registration or of articles of organization is filed on behalf of the limited liability company with the office of the Secretary of State.(2) If a taxpayer files a return with the Franchise Tax Board that is designated as its final return, the Franchise Tax Board shall notify the taxpayer that the annual tax shall continue to be due annually until a certificate of dissolution is filed with the Secretary of State pursuant to Section 17707.08 of the Corporations Code or a certificate of cancellation is filed with the Secretary of State pursuant to Section 17708.06 of the Corporations Code.(c) The tax assessed under this section shall be due and payable on or before the 15th day of the fourth month of the taxable year.(d) For purposes of this section, limited liability company means an organization, other than a limited liability company that is exempt from the tax and fees imposed under this chapter pursuant to Section 23701h or Section 23701x, that is formed by one or more persons under the law of this state, any other country, or any other state, as a limited liability company and that is not taxable as a corporation for California tax purposes.(e) Notwithstanding anything in this section to the contrary, if the office of the Secretary of State files a certificate of cancellation pursuant to Section 17707.02 of the Corporations Code for any limited liability company, then paragraph (1) of subdivision (f) of Section 23153 shall apply to that limited liability company as if the limited liability company were properly treated as a corporation for that limited purpose only, and paragraph (2) of subdivision (f) of Section 23153 shall not apply. Nothing in this subdivision entitles a limited liability company to receive a reimbursement for any annual taxes or fees already paid.(f) (1) Notwithstanding any provision of this section to the contrary, a limited liability company that is a small business solely owned by a deployed member of the United States Armed Forces shall not be subject to the tax imposed under this section for any taxable year the owner is deployed and the limited liability company operates at a loss or ceases operation.(2) The Franchise Tax Board may promulgate regulations as necessary or appropriate to carry out the purposes of this subdivision, including a definition for ceases operation.(3) For the purposes of this subdivision, all of the following definitions apply:(A) Deployed means being called to active duty or active service during a period when a Presidential Executive order specifies that the United States is engaged in combat or homeland defense. Deployed does not include either of the following:(i) Temporary duty for the sole purpose of training or processing.(ii) A permanent change of station.(B) Operates at a loss means a limited liability companys expenses exceed its receipts.(C) Small business means a limited liability company with total income from all sources derived from, or attributable, to the state of two hundred fifty thousand dollars ($250,000) or less.(4) This subdivision shall become inoperative for taxable years beginning on or after January 1, 2018.(g) (1) Notwithstanding any provision of this section to the contrary, for taxable years beginning on or after January 1, 2018, every new limited liability company shall pay to the state an annual tax as follows:(A) For a new limited liability company that files its articles of organization in the first quarter of the calendar year, eight hundred dollars ($800).(B) For a new limited liability company that files its articles of organization in the second quarter of the calendar year, six hundred dollars ($600).(C) For a new limited liability company that files its articles of organization in the third quarter of the calendar year, four hundred dollars ($400).(D) For a new limited liability company that files its articles of organization in the fourth quarter of the calendar year, two hundred dollars ($200).(2) New limited liability company means a limited liability company that on or after January 1, 2018, is organized under the laws of this state or has qualified to transact intrastate business in this state that begins business operations at or after the time of its organization. New limited liability company does not include any limited liability company that began business operations as, or acquired its business operations from, a sole proprietorship, a limited liability company, or any other form of business entity prior to its organization.
SECTION 1. Section 17941 of the Revenue and Taxation Code is amended to read:
### SECTION 1.
17941. (a) For each taxable year beginning on or after January 1, 1997, a limited liability company doing business in this state (as defined in Section 23101) shall pay annually to this state a tax for the privilege of doing business in this state in an amount equal to the applicable amount specified in paragraph (1) of subdivision (d) of Section 23153 for the taxable year.(b) (1) In addition to any limited liability company that is doing business in this state and is therefore subject to the tax imposed by subdivision (a), for each taxable year beginning on or after January 1, 1997, a limited liability company shall pay annually the tax prescribed in subdivision (a) if articles of organization have been accepted, or a certificate of registration has been issued, by the office of the Secretary of State. The tax shall be paid for each taxable year, or part thereof, until a certificate of cancellation of registration or of articles of organization is filed on behalf of the limited liability company with the office of the Secretary of State.(2) If a taxpayer files a return with the Franchise Tax Board that is designated as its final return, the Franchise Tax Board shall notify the taxpayer that the annual tax shall continue to be due annually until a certificate of dissolution is filed with the Secretary of State pursuant to Section 17707.08 of the Corporations Code or a certificate of cancellation is filed with the Secretary of State pursuant to Section 17708.06 of the Corporations Code.(c) The tax assessed under this section shall be due and payable on or before the 15th day of the fourth month of the taxable year.(d) For purposes of this section, limited liability company means an organization, other than a limited liability company that is exempt from the tax and fees imposed under this chapter pursuant to Section 23701h or Section 23701x, that is formed by one or more persons under the law of this state, any other country, or any other state, as a limited liability company and that is not taxable as a corporation for California tax purposes.(e) Notwithstanding anything in this section to the contrary, if the office of the Secretary of State files a certificate of cancellation pursuant to Section 17707.02 of the Corporations Code for any limited liability company, then paragraph (1) of subdivision (f) of Section 23153 shall apply to that limited liability company as if the limited liability company were properly treated as a corporation for that limited purpose only, and paragraph (2) of subdivision (f) of Section 23153 shall not apply. Nothing in this subdivision entitles a limited liability company to receive a reimbursement for any annual taxes or fees already paid.(f) (1) Notwithstanding any provision of this section to the contrary, a limited liability company that is a small business solely owned by a deployed member of the United States Armed Forces shall not be subject to the tax imposed under this section for any taxable year the owner is deployed and the limited liability company operates at a loss or ceases operation.(2) The Franchise Tax Board may promulgate regulations as necessary or appropriate to carry out the purposes of this subdivision, including a definition for ceases operation.(3) For the purposes of this subdivision, all of the following definitions apply:(A) Deployed means being called to active duty or active service during a period when a Presidential Executive order specifies that the United States is engaged in combat or homeland defense. Deployed does not include either of the following:(i) Temporary duty for the sole purpose of training or processing.(ii) A permanent change of station.(B) Operates at a loss means a limited liability companys expenses exceed its receipts.(C) Small business means a limited liability company with total income from all sources derived from, or attributable, to the state of two hundred fifty thousand dollars ($250,000) or less.(4) This subdivision shall become inoperative for taxable years beginning on or after January 1, 2018.(g) (1) Notwithstanding any provision of this section to the contrary, for taxable years beginning on or after January 1, 2018, every new limited liability company shall pay to the state an annual tax as follows:(A) For a new limited liability company that files its articles of organization in the first quarter of the calendar year, eight hundred dollars ($800).(B) For a new limited liability company that files its articles of organization in the second quarter of the calendar year, six hundred dollars ($600).(C) For a new limited liability company that files its articles of organization in the third quarter of the calendar year, four hundred dollars ($400).(D) For a new limited liability company that files its articles of organization in the fourth quarter of the calendar year, two hundred dollars ($200).(2) New limited liability company means a limited liability company that on or after January 1, 2018, is organized under the laws of this state or has qualified to transact intrastate business in this state that begins business operations at or after the time of its organization. New limited liability company does not include any limited liability company that began business operations as, or acquired its business operations from, a sole proprietorship, a limited liability company, or any other form of business entity prior to its organization.
17941. (a) For each taxable year beginning on or after January 1, 1997, a limited liability company doing business in this state (as defined in Section 23101) shall pay annually to this state a tax for the privilege of doing business in this state in an amount equal to the applicable amount specified in paragraph (1) of subdivision (d) of Section 23153 for the taxable year.(b) (1) In addition to any limited liability company that is doing business in this state and is therefore subject to the tax imposed by subdivision (a), for each taxable year beginning on or after January 1, 1997, a limited liability company shall pay annually the tax prescribed in subdivision (a) if articles of organization have been accepted, or a certificate of registration has been issued, by the office of the Secretary of State. The tax shall be paid for each taxable year, or part thereof, until a certificate of cancellation of registration or of articles of organization is filed on behalf of the limited liability company with the office of the Secretary of State.(2) If a taxpayer files a return with the Franchise Tax Board that is designated as its final return, the Franchise Tax Board shall notify the taxpayer that the annual tax shall continue to be due annually until a certificate of dissolution is filed with the Secretary of State pursuant to Section 17707.08 of the Corporations Code or a certificate of cancellation is filed with the Secretary of State pursuant to Section 17708.06 of the Corporations Code.(c) The tax assessed under this section shall be due and payable on or before the 15th day of the fourth month of the taxable year.(d) For purposes of this section, limited liability company means an organization, other than a limited liability company that is exempt from the tax and fees imposed under this chapter pursuant to Section 23701h or Section 23701x, that is formed by one or more persons under the law of this state, any other country, or any other state, as a limited liability company and that is not taxable as a corporation for California tax purposes.(e) Notwithstanding anything in this section to the contrary, if the office of the Secretary of State files a certificate of cancellation pursuant to Section 17707.02 of the Corporations Code for any limited liability company, then paragraph (1) of subdivision (f) of Section 23153 shall apply to that limited liability company as if the limited liability company were properly treated as a corporation for that limited purpose only, and paragraph (2) of subdivision (f) of Section 23153 shall not apply. Nothing in this subdivision entitles a limited liability company to receive a reimbursement for any annual taxes or fees already paid.(f) (1) Notwithstanding any provision of this section to the contrary, a limited liability company that is a small business solely owned by a deployed member of the United States Armed Forces shall not be subject to the tax imposed under this section for any taxable year the owner is deployed and the limited liability company operates at a loss or ceases operation.(2) The Franchise Tax Board may promulgate regulations as necessary or appropriate to carry out the purposes of this subdivision, including a definition for ceases operation.(3) For the purposes of this subdivision, all of the following definitions apply:(A) Deployed means being called to active duty or active service during a period when a Presidential Executive order specifies that the United States is engaged in combat or homeland defense. Deployed does not include either of the following:(i) Temporary duty for the sole purpose of training or processing.(ii) A permanent change of station.(B) Operates at a loss means a limited liability companys expenses exceed its receipts.(C) Small business means a limited liability company with total income from all sources derived from, or attributable, to the state of two hundred fifty thousand dollars ($250,000) or less.(4) This subdivision shall become inoperative for taxable years beginning on or after January 1, 2018.(g) (1) Notwithstanding any provision of this section to the contrary, for taxable years beginning on or after January 1, 2018, every new limited liability company shall pay to the state an annual tax as follows:(A) For a new limited liability company that files its articles of organization in the first quarter of the calendar year, eight hundred dollars ($800).(B) For a new limited liability company that files its articles of organization in the second quarter of the calendar year, six hundred dollars ($600).(C) For a new limited liability company that files its articles of organization in the third quarter of the calendar year, four hundred dollars ($400).(D) For a new limited liability company that files its articles of organization in the fourth quarter of the calendar year, two hundred dollars ($200).(2) New limited liability company means a limited liability company that on or after January 1, 2018, is organized under the laws of this state or has qualified to transact intrastate business in this state that begins business operations at or after the time of its organization. New limited liability company does not include any limited liability company that began business operations as, or acquired its business operations from, a sole proprietorship, a limited liability company, or any other form of business entity prior to its organization.
17941. (a) For each taxable year beginning on or after January 1, 1997, a limited liability company doing business in this state (as defined in Section 23101) shall pay annually to this state a tax for the privilege of doing business in this state in an amount equal to the applicable amount specified in paragraph (1) of subdivision (d) of Section 23153 for the taxable year.(b) (1) In addition to any limited liability company that is doing business in this state and is therefore subject to the tax imposed by subdivision (a), for each taxable year beginning on or after January 1, 1997, a limited liability company shall pay annually the tax prescribed in subdivision (a) if articles of organization have been accepted, or a certificate of registration has been issued, by the office of the Secretary of State. The tax shall be paid for each taxable year, or part thereof, until a certificate of cancellation of registration or of articles of organization is filed on behalf of the limited liability company with the office of the Secretary of State.(2) If a taxpayer files a return with the Franchise Tax Board that is designated as its final return, the Franchise Tax Board shall notify the taxpayer that the annual tax shall continue to be due annually until a certificate of dissolution is filed with the Secretary of State pursuant to Section 17707.08 of the Corporations Code or a certificate of cancellation is filed with the Secretary of State pursuant to Section 17708.06 of the Corporations Code.(c) The tax assessed under this section shall be due and payable on or before the 15th day of the fourth month of the taxable year.(d) For purposes of this section, limited liability company means an organization, other than a limited liability company that is exempt from the tax and fees imposed under this chapter pursuant to Section 23701h or Section 23701x, that is formed by one or more persons under the law of this state, any other country, or any other state, as a limited liability company and that is not taxable as a corporation for California tax purposes.(e) Notwithstanding anything in this section to the contrary, if the office of the Secretary of State files a certificate of cancellation pursuant to Section 17707.02 of the Corporations Code for any limited liability company, then paragraph (1) of subdivision (f) of Section 23153 shall apply to that limited liability company as if the limited liability company were properly treated as a corporation for that limited purpose only, and paragraph (2) of subdivision (f) of Section 23153 shall not apply. Nothing in this subdivision entitles a limited liability company to receive a reimbursement for any annual taxes or fees already paid.(f) (1) Notwithstanding any provision of this section to the contrary, a limited liability company that is a small business solely owned by a deployed member of the United States Armed Forces shall not be subject to the tax imposed under this section for any taxable year the owner is deployed and the limited liability company operates at a loss or ceases operation.(2) The Franchise Tax Board may promulgate regulations as necessary or appropriate to carry out the purposes of this subdivision, including a definition for ceases operation.(3) For the purposes of this subdivision, all of the following definitions apply:(A) Deployed means being called to active duty or active service during a period when a Presidential Executive order specifies that the United States is engaged in combat or homeland defense. Deployed does not include either of the following:(i) Temporary duty for the sole purpose of training or processing.(ii) A permanent change of station.(B) Operates at a loss means a limited liability companys expenses exceed its receipts.(C) Small business means a limited liability company with total income from all sources derived from, or attributable, to the state of two hundred fifty thousand dollars ($250,000) or less.(4) This subdivision shall become inoperative for taxable years beginning on or after January 1, 2018.(g) (1) Notwithstanding any provision of this section to the contrary, for taxable years beginning on or after January 1, 2018, every new limited liability company shall pay to the state an annual tax as follows:(A) For a new limited liability company that files its articles of organization in the first quarter of the calendar year, eight hundred dollars ($800).(B) For a new limited liability company that files its articles of organization in the second quarter of the calendar year, six hundred dollars ($600).(C) For a new limited liability company that files its articles of organization in the third quarter of the calendar year, four hundred dollars ($400).(D) For a new limited liability company that files its articles of organization in the fourth quarter of the calendar year, two hundred dollars ($200).(2) New limited liability company means a limited liability company that on or after January 1, 2018, is organized under the laws of this state or has qualified to transact intrastate business in this state that begins business operations at or after the time of its organization. New limited liability company does not include any limited liability company that began business operations as, or acquired its business operations from, a sole proprietorship, a limited liability company, or any other form of business entity prior to its organization.
17941. (a) For each taxable year beginning on or after January 1, 1997, a limited liability company doing business in this state (as defined in Section 23101) shall pay annually to this state a tax for the privilege of doing business in this state in an amount equal to the applicable amount specified in paragraph (1) of subdivision (d) of Section 23153 for the taxable year.
(b) (1) In addition to any limited liability company that is doing business in this state and is therefore subject to the tax imposed by subdivision (a), for each taxable year beginning on or after January 1, 1997, a limited liability company shall pay annually the tax prescribed in subdivision (a) if articles of organization have been accepted, or a certificate of registration has been issued, by the office of the Secretary of State. The tax shall be paid for each taxable year, or part thereof, until a certificate of cancellation of registration or of articles of organization is filed on behalf of the limited liability company with the office of the Secretary of State.
(2) If a taxpayer files a return with the Franchise Tax Board that is designated as its final return, the Franchise Tax Board shall notify the taxpayer that the annual tax shall continue to be due annually until a certificate of dissolution is filed with the Secretary of State pursuant to Section 17707.08 of the Corporations Code or a certificate of cancellation is filed with the Secretary of State pursuant to Section 17708.06 of the Corporations Code.
(c) The tax assessed under this section shall be due and payable on or before the 15th day of the fourth month of the taxable year.
(d) For purposes of this section, limited liability company means an organization, other than a limited liability company that is exempt from the tax and fees imposed under this chapter pursuant to Section 23701h or Section 23701x, that is formed by one or more persons under the law of this state, any other country, or any other state, as a limited liability company and that is not taxable as a corporation for California tax purposes.
(e) Notwithstanding anything in this section to the contrary, if the office of the Secretary of State files a certificate of cancellation pursuant to Section 17707.02 of the Corporations Code for any limited liability company, then paragraph (1) of subdivision (f) of Section 23153 shall apply to that limited liability company as if the limited liability company were properly treated as a corporation for that limited purpose only, and paragraph (2) of subdivision (f) of Section 23153 shall not apply. Nothing in this subdivision entitles a limited liability company to receive a reimbursement for any annual taxes or fees already paid.
(f) (1) Notwithstanding any provision of this section to the contrary, a limited liability company that is a small business solely owned by a deployed member of the United States Armed Forces shall not be subject to the tax imposed under this section for any taxable year the owner is deployed and the limited liability company operates at a loss or ceases operation.
(2) The Franchise Tax Board may promulgate regulations as necessary or appropriate to carry out the purposes of this subdivision, including a definition for ceases operation.
(3) For the purposes of this subdivision, all of the following definitions apply:
(A) Deployed means being called to active duty or active service during a period when a Presidential Executive order specifies that the United States is engaged in combat or homeland defense. Deployed does not include either of the following:
(i) Temporary duty for the sole purpose of training or processing.
(ii) A permanent change of station.
(B) Operates at a loss means a limited liability companys expenses exceed its receipts.
(C) Small business means a limited liability company with total income from all sources derived from, or attributable, to the state of two hundred fifty thousand dollars ($250,000) or less.
(4) This subdivision shall become inoperative for taxable years beginning on or after January 1, 2018.
(g) (1) Notwithstanding any provision of this section to the contrary, for taxable years beginning on or after January 1, 2018, every new limited liability company shall pay to the state an annual tax as follows:
(A) For a new limited liability company that files its articles of organization in the first quarter of the calendar year, eight hundred dollars ($800).
(B) For a new limited liability company that files its articles of organization in the second quarter of the calendar year, six hundred dollars ($600).
(C) For a new limited liability company that files its articles of organization in the third quarter of the calendar year, four hundred dollars ($400).
(D) For a new limited liability company that files its articles of organization in the fourth quarter of the calendar year, two hundred dollars ($200).
(2) New limited liability company means a limited liability company that on or after January 1, 2018, is organized under the laws of this state or has qualified to transact intrastate business in this state that begins business operations at or after the time of its organization. New limited liability company does not include any limited liability company that began business operations as, or acquired its business operations from, a sole proprietorship, a limited liability company, or any other form of business entity prior to its organization.
SEC. 2. This act provides for a tax levy within the meaning of Article IV of the California Constitution and shall go into immediate effect.
SEC. 2. This act provides for a tax levy within the meaning of Article IV of the California Constitution and shall go into immediate effect.
SEC. 2. This act provides for a tax levy within the meaning of Article IV of the California Constitution and shall go into immediate effect.
### SEC. 2.
(a)A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the board, and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares (Section 152), either before or after approval by the board and before or after the transaction. A transaction constituting a reorganization (Section 181) is subject to Chapter 12 (commencing with Section 1200) and not this section (other than subdivision (d)). A transaction constituting a conversion (Section 161.9) is subject to Chapter 11.5 (commencing with Section 1150) and not this section.
(b)Notwithstanding approval of the outstanding shares (Section 152), the board may abandon the proposed transaction without further action by the shareholders, subject to the contractual rights, if any, of third parties.
(c)The sale, lease, conveyance, exchange, transfer or other disposition may be made upon those terms and conditions and for that consideration as the board may deem in the best interests of the corporation. The consideration may be money, securities, or other property.
(d)If the acquiring party in a transaction pursuant to subdivision (a) of this section or subdivision (g) of Section 2001 is in control of, or under common control with, the disposing corporation, the principal terms of the sale must be approved by at least 90 percent of the voting power of the disposing corporation, unless the disposition is to a domestic or foreign corporation or other business entity in consideration of the nonredeemable common shares or nonredeemable equity securities of the acquiring party or its parent.
(e)Subdivision (d) does not apply to any transaction if the Commissioner of Corporations, the Commissioner of Financial Institutions, the Insurance Commissioner, or the Public Utilities Commission has approved the terms and conditions of the transaction and the fairness of those terms and conditions pursuant to Section 25142, Section 1209 of the Financial Code, Section 838.5 of the Insurance Code, or Section 822 of the Public Utilities Code.