Amended IN Assembly April 21, 2025 CALIFORNIA LEGISLATURE 20252026 REGULAR SESSION Assembly Bill No. 683Introduced by Assembly Member DaviesFebruary 14, 2025 An act to add Article 8 (commencing with Section 12280) to Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, Section 17702.08 to the Corporations Code, relating to business entities. LEGISLATIVE COUNSEL'S DIGESTAB 683, as amended, Davies. Business entities: Secretary of State: reporting requirements. entities: limited liability companies.Existing law, the California Revised Uniform Limited Liability Company Act, establishes procedures governing the formation and regulation of limited liability companies in this state. Existing law requires a limited liability company (LLC) to file certain information, including its articles of organization and amendments to those articles, with the Secretary of State.This bill would authorize an LLC to present a certification of the LLCs existence and authority to any person to establish the present existence of the LLC and identify those with authority to act on its behalf. The bill would require the certification of LLC existence to confirm specified facts or contain certain information, including that its operating agreement or other governing documents have not been revoked, modified, or amended in a manner that would cause the representations contained in it to be incorrect. The bill would require the certification to be in the form of an acknowledged declaration signed by all authorized signers of the LLC and would permit the certification to be recorded with the county recorder, as specified.This bill would authorize a person whose interests may be affected by the LLCs certification to rely on the representations in the certification. The bill would further provide that a person who acts in reliance upon a certification without actual knowledge that the representations contained in it are incorrect is not liable to any person for so acting. The bill would provide that any transaction and lien created thereby, entered into by the LLCs authorized signer and a person acting in reliance upon a certification and authority, shall be enforceable against the LLCs assets, except as specified.This bill would also authorize a person to record a certification of LLC existence and authority that relates to an interest in real property in the county recorder in any county in which the real property is located. The bill would require the county recorder to impose a fee prescribed by law for recording that document sufficient to cover its reasonable costs. Because the bill would expand the crime of perjury and impose a new duty on county recorders, the bill would create a state-mandated local program.The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.This bill would provide that no reimbursement is required by this act for specified reasons.Existing law requires the Secretary of State to perform various duties relating to business entities. Existing law requires the Secretary of State, upon receipt of any of specified corporate instruments for filing, to file and provide the date of endorsed filing, if that instrument conforms to law.This bill would require a qualified entity, as defined, to submit certain business information concerning the qualified entity to the Secretary of State, in the form and manner as required by the Secretary of State. The bill would define a qualified entity for these purposes to mean a corporation, foreign corporation, limited partnership, general partnership, limited liability company, foreign limited liability company, or trust. The bill would require the information reported to the Secretary of State to be certified under penalty of perjury. By expanding the crime of perjury, the bill would impose a state-mandated local program.The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.This bill would provide that no reimbursement is required by this act for a specified reason.Digest Key Vote: MAJORITY Appropriation: NO Fiscal Committee: YES Local Program: YES Bill TextThe people of the State of California do enact as follows:SECTION 1. Section 17702.08 is added to the Corporations Code, to read:17702.08. (a) A limited liability company may present a certification of limited liability company existence and authority to any person to establish the present existence of the limited liability company and to identify those with authority to act on behalf of the limited liability company.(b) The certification of limited liability company existence and authority shall confirm the following facts and contain the following information:(1) The legal name of the limited liability company.(2) The jurisdiction in which the limited liability company was formed.(3) The date of filing of the limited liability companys articles of organization.(4) That the limited liability company is currently in good standing in its state of organization and, if necessary, that it is properly registered to do business in the state where the certification is being offered.(5) A list of persons authorized to act on behalf of the limited liability company as of the date of completion of the certification.(6) When there are multiple authorized signers, the signature authority of the authorized signers, indicating whether all, or less than all, of the currently acting authorized signers are required to sign in order to exercise various powers of the limited liability company.(c) The certification shall contain a statement that the limited liability companys operating agreement or other governance documents have not been revoked, modified, or amended in any manner that would cause the representations contained in the certification of limited liability company existence and authority to be incorrect and shall contain a statement that it is being signed by all of the currently acting authorized signers of the limited liability company. The certification shall be in the form of an acknowledged declaration signed by all currently acting authorized signers of the limited liability company. The certification signed by the currently acting authorized signers may be recorded in the office of the county recorder in the county where all or a portion of the limited liability companys real property is located.(d) The certification of limited liability company existence and authority may, but is not required to, include excerpts from the original operating agreement, any amendments thereto, and any other documents evidencing or pertaining to the entity.(e) A person whose interest is, or may be, affected by the certification of limited liability company existence and authority may rely on the representations in the certification, but is not required to do so and may require that the individual offering or recording the certification of limited liability company existence and authority provide copies of the original operating agreement, any amendments thereto, and any other documents that designate, evidence, or pertain to the entity or confer upon the entity and authorized signer the power to act in the pending transaction, or both.(f) A person who acts in reliance upon a certification of limited liability company existence and authority without actual knowledge that the representations contained therein are incorrect is not liable to any person for so acting. A person who does not have actual knowledge that the facts contained in the certification of limited liability company existence and authority are incorrect may assume without inquiry the existence of the facts contained in the certification of limited liability company existence and authority. Actual knowledge shall not be inferred solely from the fact that a copy of all or part of the limited liability companys operating agreement, articles of organization, or other supporting documentation is held by the person relying upon the limited liability company existence and authority certification. Any transaction, and any lien created thereby, entered into by the limited liability companys authorized signer and a person acting in reliance upon a certification of limited liability company existence and authority shall be enforceable against the limited liability company assets. However, if the person has actual knowledge that the limited liability companys authorized signer is acting outside the scope of the limited liability companys operating agreement, then the transaction is not enforceable against the limited liability company assets.(g) Any person may record a certification of limited liability company existence and authority that relates to an interest in real property in the office of the county recorder in any county in which all or a portion of the real property is located. The county recorder shall impose any fee prescribed by law for recording that document sufficient to cover all its reasonable costs incurred by the county in recording the document. The recorded certification of limited liability company existence and authority shall be a public record of the real property involved. This subdivision does not create a requirement to record a certification of limited liability company existence and authority in conjunction with the recordation of a transfer of title of real property involving a limited liability company.SEC. 2. No reimbursement is required by this act pursuant to Section 6 of Article XIIIB of the California Constitution because a local agency or school district has the authority to levy service charges, fees, or assessments sufficient to pay for the program or level of service mandated by this act or because costs that may be incurred by a local agency or school district will be incurred because this act creates a new crime or infraction, eliminates a crime or infraction, or changes the penalty for a crime or infraction, within the meaning of Section 17556 of the Government Code, or changes the definition of a crime within the meaning of Section 6 of Article XIIIB of the California Constitution.SECTION 1.Article 8 (commencing with Section 12280) is added to Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, to read:8.Reporting Requirements for Business Entities12280.(a)A qualified entity shall report the information set forth in subdivision (c) concerning the qualified entity, to the Secretary of State, in the form and manner as required by the Secretary of State. (b)For purposes of this section, qualified entity means a corporation, foreign corporation, limited partnership, general partnership, limited liability company, foreign limited liability company, or trust.(c)The form required pursuant to subdivision (a) shall include all of the following information:The undersigned being of legal age hereby declares and certifies under penalty of perjury all of the following:(1)That the undersigned constitutes all authorized signers for the entity known as and that the following information regarding the entity is true and correct.(2)That the entity was formed under the laws of the State of ___________________or foreign government of and is registered to do business in the State of California.(3)That the date of formation of the entity is: ________(4)That the following list of persons are authorized to act on the behalf of the entity as of the date of completion of this form:(name and title)__________________________________________________________________________(physical and electronic mailing addresses and telephone number)__________________________________________________________________________(name and title)___________________________________________________________________________(physical and electronic mailing addresses and telephone number)__________________________________________________________________________(name and title)__________________________________________________________________(physical and electronic mailing addresses and telephone number)Attach additional sheets if needed to show all parties authorized to act, and each of their authorized representatives, if any.(5)That the federal tax identification number is: ________(6)That the entity is duly formed and in good standing with the California Secretary of State.(7)That the persons are authorized and required to disclose subsequent changes to the recipient of this certification affecting the information stated herein.(8)That the recipient of this document is authorized to rely on the information herein. That recipient is:_____________________________________________________________________________ whose address is: ______________________________________________________In witness whereof, I have hereunto subscribed my/our name(s) on behalf of the entity:____________________________________________________________________________________ By ____________, its secretary. Date ___________________The persons listed herein. Each officer listed on the resolution will be required to provide additional personal information to verify their identity. To the extent the officer is an entity; additional personal information to verify the identities of those principals, officers, or directors is required.This certification is made pursuant to California ________________Executed under penalty of perjury on________________Authorized Signatory: Address:X___________________ _________________X___________________ ________________________________________________________________________________________________A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.State of __________County of ____________On before me,______________________, notary public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity(ies), and that by their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.Witness my hand and official seal.Signature___________ (Seal)The named recipient requires the attached certification form, in compliance with the California codes.Please complete the attached form in full and attach a copy of the underlying corporate documents to authenticate the information provided.If you are acting as the representative of another entity who holds authority under the one described in this document, please provide a separate certification and copies of that entity.This document shall be signed and notarized.SEC. 2.No reimbursement is required by this act pursuant to Section 6 of Article XIII B of the California Constitution because the only costs that may be incurred by a local agency or school district will be incurred because this act creates a new crime or infraction, eliminates a crime or infraction, or changes the penalty for a crime or infraction, within the meaning of Section 17556 of the Government Code, or changes the definition of a crime within the meaning of Section 6 of Article XIII B of the California Constitution.
Amended IN Assembly April 21, 2025 CALIFORNIA LEGISLATURE 20252026 REGULAR SESSION Assembly Bill No. 683Introduced by Assembly Member DaviesFebruary 14, 2025 An act to add Article 8 (commencing with Section 12280) to Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, Section 17702.08 to the Corporations Code, relating to business entities. LEGISLATIVE COUNSEL'S DIGESTAB 683, as amended, Davies. Business entities: Secretary of State: reporting requirements. entities: limited liability companies.Existing law, the California Revised Uniform Limited Liability Company Act, establishes procedures governing the formation and regulation of limited liability companies in this state. Existing law requires a limited liability company (LLC) to file certain information, including its articles of organization and amendments to those articles, with the Secretary of State.This bill would authorize an LLC to present a certification of the LLCs existence and authority to any person to establish the present existence of the LLC and identify those with authority to act on its behalf. The bill would require the certification of LLC existence to confirm specified facts or contain certain information, including that its operating agreement or other governing documents have not been revoked, modified, or amended in a manner that would cause the representations contained in it to be incorrect. The bill would require the certification to be in the form of an acknowledged declaration signed by all authorized signers of the LLC and would permit the certification to be recorded with the county recorder, as specified.This bill would authorize a person whose interests may be affected by the LLCs certification to rely on the representations in the certification. The bill would further provide that a person who acts in reliance upon a certification without actual knowledge that the representations contained in it are incorrect is not liable to any person for so acting. The bill would provide that any transaction and lien created thereby, entered into by the LLCs authorized signer and a person acting in reliance upon a certification and authority, shall be enforceable against the LLCs assets, except as specified.This bill would also authorize a person to record a certification of LLC existence and authority that relates to an interest in real property in the county recorder in any county in which the real property is located. The bill would require the county recorder to impose a fee prescribed by law for recording that document sufficient to cover its reasonable costs. Because the bill would expand the crime of perjury and impose a new duty on county recorders, the bill would create a state-mandated local program.The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.This bill would provide that no reimbursement is required by this act for specified reasons.Existing law requires the Secretary of State to perform various duties relating to business entities. Existing law requires the Secretary of State, upon receipt of any of specified corporate instruments for filing, to file and provide the date of endorsed filing, if that instrument conforms to law.This bill would require a qualified entity, as defined, to submit certain business information concerning the qualified entity to the Secretary of State, in the form and manner as required by the Secretary of State. The bill would define a qualified entity for these purposes to mean a corporation, foreign corporation, limited partnership, general partnership, limited liability company, foreign limited liability company, or trust. The bill would require the information reported to the Secretary of State to be certified under penalty of perjury. By expanding the crime of perjury, the bill would impose a state-mandated local program.The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.This bill would provide that no reimbursement is required by this act for a specified reason.Digest Key Vote: MAJORITY Appropriation: NO Fiscal Committee: YES Local Program: YES
Amended IN Assembly April 21, 2025
Amended IN Assembly April 21, 2025
CALIFORNIA LEGISLATURE 20252026 REGULAR SESSION
Assembly Bill
No. 683
Introduced by Assembly Member DaviesFebruary 14, 2025
Introduced by Assembly Member Davies
February 14, 2025
An act to add Article 8 (commencing with Section 12280) to Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, Section 17702.08 to the Corporations Code, relating to business entities.
LEGISLATIVE COUNSEL'S DIGEST
## LEGISLATIVE COUNSEL'S DIGEST
AB 683, as amended, Davies. Business entities: Secretary of State: reporting requirements. entities: limited liability companies.
Existing law, the California Revised Uniform Limited Liability Company Act, establishes procedures governing the formation and regulation of limited liability companies in this state. Existing law requires a limited liability company (LLC) to file certain information, including its articles of organization and amendments to those articles, with the Secretary of State.This bill would authorize an LLC to present a certification of the LLCs existence and authority to any person to establish the present existence of the LLC and identify those with authority to act on its behalf. The bill would require the certification of LLC existence to confirm specified facts or contain certain information, including that its operating agreement or other governing documents have not been revoked, modified, or amended in a manner that would cause the representations contained in it to be incorrect. The bill would require the certification to be in the form of an acknowledged declaration signed by all authorized signers of the LLC and would permit the certification to be recorded with the county recorder, as specified.This bill would authorize a person whose interests may be affected by the LLCs certification to rely on the representations in the certification. The bill would further provide that a person who acts in reliance upon a certification without actual knowledge that the representations contained in it are incorrect is not liable to any person for so acting. The bill would provide that any transaction and lien created thereby, entered into by the LLCs authorized signer and a person acting in reliance upon a certification and authority, shall be enforceable against the LLCs assets, except as specified.This bill would also authorize a person to record a certification of LLC existence and authority that relates to an interest in real property in the county recorder in any county in which the real property is located. The bill would require the county recorder to impose a fee prescribed by law for recording that document sufficient to cover its reasonable costs. Because the bill would expand the crime of perjury and impose a new duty on county recorders, the bill would create a state-mandated local program.The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.This bill would provide that no reimbursement is required by this act for specified reasons.Existing law requires the Secretary of State to perform various duties relating to business entities. Existing law requires the Secretary of State, upon receipt of any of specified corporate instruments for filing, to file and provide the date of endorsed filing, if that instrument conforms to law.This bill would require a qualified entity, as defined, to submit certain business information concerning the qualified entity to the Secretary of State, in the form and manner as required by the Secretary of State. The bill would define a qualified entity for these purposes to mean a corporation, foreign corporation, limited partnership, general partnership, limited liability company, foreign limited liability company, or trust. The bill would require the information reported to the Secretary of State to be certified under penalty of perjury. By expanding the crime of perjury, the bill would impose a state-mandated local program.The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.This bill would provide that no reimbursement is required by this act for a specified reason.
Existing law, the California Revised Uniform Limited Liability Company Act, establishes procedures governing the formation and regulation of limited liability companies in this state. Existing law requires a limited liability company (LLC) to file certain information, including its articles of organization and amendments to those articles, with the Secretary of State.
This bill would authorize an LLC to present a certification of the LLCs existence and authority to any person to establish the present existence of the LLC and identify those with authority to act on its behalf. The bill would require the certification of LLC existence to confirm specified facts or contain certain information, including that its operating agreement or other governing documents have not been revoked, modified, or amended in a manner that would cause the representations contained in it to be incorrect. The bill would require the certification to be in the form of an acknowledged declaration signed by all authorized signers of the LLC and would permit the certification to be recorded with the county recorder, as specified.
This bill would authorize a person whose interests may be affected by the LLCs certification to rely on the representations in the certification. The bill would further provide that a person who acts in reliance upon a certification without actual knowledge that the representations contained in it are incorrect is not liable to any person for so acting. The bill would provide that any transaction and lien created thereby, entered into by the LLCs authorized signer and a person acting in reliance upon a certification and authority, shall be enforceable against the LLCs assets, except as specified.
This bill would also authorize a person to record a certification of LLC existence and authority that relates to an interest in real property in the county recorder in any county in which the real property is located. The bill would require the county recorder to impose a fee prescribed by law for recording that document sufficient to cover its reasonable costs. Because the bill would expand the crime of perjury and impose a new duty on county recorders, the bill would create a state-mandated local program.
The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.
This bill would provide that no reimbursement is required by this act for specified reasons.
Existing law requires the Secretary of State to perform various duties relating to business entities. Existing law requires the Secretary of State, upon receipt of any of specified corporate instruments for filing, to file and provide the date of endorsed filing, if that instrument conforms to law.
This bill would require a qualified entity, as defined, to submit certain business information concerning the qualified entity to the Secretary of State, in the form and manner as required by the Secretary of State. The bill would define a qualified entity for these purposes to mean a corporation, foreign corporation, limited partnership, general partnership, limited liability company, foreign limited liability company, or trust. The bill would require the information reported to the Secretary of State to be certified under penalty of perjury. By expanding the crime of perjury, the bill would impose a state-mandated local program.
The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.
This bill would provide that no reimbursement is required by this act for a specified reason.
## Digest Key
## Bill Text
The people of the State of California do enact as follows:SECTION 1. Section 17702.08 is added to the Corporations Code, to read:17702.08. (a) A limited liability company may present a certification of limited liability company existence and authority to any person to establish the present existence of the limited liability company and to identify those with authority to act on behalf of the limited liability company.(b) The certification of limited liability company existence and authority shall confirm the following facts and contain the following information:(1) The legal name of the limited liability company.(2) The jurisdiction in which the limited liability company was formed.(3) The date of filing of the limited liability companys articles of organization.(4) That the limited liability company is currently in good standing in its state of organization and, if necessary, that it is properly registered to do business in the state where the certification is being offered.(5) A list of persons authorized to act on behalf of the limited liability company as of the date of completion of the certification.(6) When there are multiple authorized signers, the signature authority of the authorized signers, indicating whether all, or less than all, of the currently acting authorized signers are required to sign in order to exercise various powers of the limited liability company.(c) The certification shall contain a statement that the limited liability companys operating agreement or other governance documents have not been revoked, modified, or amended in any manner that would cause the representations contained in the certification of limited liability company existence and authority to be incorrect and shall contain a statement that it is being signed by all of the currently acting authorized signers of the limited liability company. The certification shall be in the form of an acknowledged declaration signed by all currently acting authorized signers of the limited liability company. The certification signed by the currently acting authorized signers may be recorded in the office of the county recorder in the county where all or a portion of the limited liability companys real property is located.(d) The certification of limited liability company existence and authority may, but is not required to, include excerpts from the original operating agreement, any amendments thereto, and any other documents evidencing or pertaining to the entity.(e) A person whose interest is, or may be, affected by the certification of limited liability company existence and authority may rely on the representations in the certification, but is not required to do so and may require that the individual offering or recording the certification of limited liability company existence and authority provide copies of the original operating agreement, any amendments thereto, and any other documents that designate, evidence, or pertain to the entity or confer upon the entity and authorized signer the power to act in the pending transaction, or both.(f) A person who acts in reliance upon a certification of limited liability company existence and authority without actual knowledge that the representations contained therein are incorrect is not liable to any person for so acting. A person who does not have actual knowledge that the facts contained in the certification of limited liability company existence and authority are incorrect may assume without inquiry the existence of the facts contained in the certification of limited liability company existence and authority. Actual knowledge shall not be inferred solely from the fact that a copy of all or part of the limited liability companys operating agreement, articles of organization, or other supporting documentation is held by the person relying upon the limited liability company existence and authority certification. Any transaction, and any lien created thereby, entered into by the limited liability companys authorized signer and a person acting in reliance upon a certification of limited liability company existence and authority shall be enforceable against the limited liability company assets. However, if the person has actual knowledge that the limited liability companys authorized signer is acting outside the scope of the limited liability companys operating agreement, then the transaction is not enforceable against the limited liability company assets.(g) Any person may record a certification of limited liability company existence and authority that relates to an interest in real property in the office of the county recorder in any county in which all or a portion of the real property is located. The county recorder shall impose any fee prescribed by law for recording that document sufficient to cover all its reasonable costs incurred by the county in recording the document. The recorded certification of limited liability company existence and authority shall be a public record of the real property involved. This subdivision does not create a requirement to record a certification of limited liability company existence and authority in conjunction with the recordation of a transfer of title of real property involving a limited liability company.SEC. 2. No reimbursement is required by this act pursuant to Section 6 of Article XIIIB of the California Constitution because a local agency or school district has the authority to levy service charges, fees, or assessments sufficient to pay for the program or level of service mandated by this act or because costs that may be incurred by a local agency or school district will be incurred because this act creates a new crime or infraction, eliminates a crime or infraction, or changes the penalty for a crime or infraction, within the meaning of Section 17556 of the Government Code, or changes the definition of a crime within the meaning of Section 6 of Article XIIIB of the California Constitution.SECTION 1.Article 8 (commencing with Section 12280) is added to Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, to read:8.Reporting Requirements for Business Entities12280.(a)A qualified entity shall report the information set forth in subdivision (c) concerning the qualified entity, to the Secretary of State, in the form and manner as required by the Secretary of State. (b)For purposes of this section, qualified entity means a corporation, foreign corporation, limited partnership, general partnership, limited liability company, foreign limited liability company, or trust.(c)The form required pursuant to subdivision (a) shall include all of the following information:The undersigned being of legal age hereby declares and certifies under penalty of perjury all of the following:(1)That the undersigned constitutes all authorized signers for the entity known as and that the following information regarding the entity is true and correct.(2)That the entity was formed under the laws of the State of ___________________or foreign government of and is registered to do business in the State of California.(3)That the date of formation of the entity is: ________(4)That the following list of persons are authorized to act on the behalf of the entity as of the date of completion of this form:(name and title)__________________________________________________________________________(physical and electronic mailing addresses and telephone number)__________________________________________________________________________(name and title)___________________________________________________________________________(physical and electronic mailing addresses and telephone number)__________________________________________________________________________(name and title)__________________________________________________________________(physical and electronic mailing addresses and telephone number)Attach additional sheets if needed to show all parties authorized to act, and each of their authorized representatives, if any.(5)That the federal tax identification number is: ________(6)That the entity is duly formed and in good standing with the California Secretary of State.(7)That the persons are authorized and required to disclose subsequent changes to the recipient of this certification affecting the information stated herein.(8)That the recipient of this document is authorized to rely on the information herein. That recipient is:_____________________________________________________________________________ whose address is: ______________________________________________________In witness whereof, I have hereunto subscribed my/our name(s) on behalf of the entity:____________________________________________________________________________________ By ____________, its secretary. Date ___________________The persons listed herein. Each officer listed on the resolution will be required to provide additional personal information to verify their identity. To the extent the officer is an entity; additional personal information to verify the identities of those principals, officers, or directors is required.This certification is made pursuant to California ________________Executed under penalty of perjury on________________Authorized Signatory: Address:X___________________ _________________X___________________ ________________________________________________________________________________________________A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.State of __________County of ____________On before me,______________________, notary public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity(ies), and that by their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.Witness my hand and official seal.Signature___________ (Seal)The named recipient requires the attached certification form, in compliance with the California codes.Please complete the attached form in full and attach a copy of the underlying corporate documents to authenticate the information provided.If you are acting as the representative of another entity who holds authority under the one described in this document, please provide a separate certification and copies of that entity.This document shall be signed and notarized.SEC. 2.No reimbursement is required by this act pursuant to Section 6 of Article XIII B of the California Constitution because the only costs that may be incurred by a local agency or school district will be incurred because this act creates a new crime or infraction, eliminates a crime or infraction, or changes the penalty for a crime or infraction, within the meaning of Section 17556 of the Government Code, or changes the definition of a crime within the meaning of Section 6 of Article XIII B of the California Constitution.
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 17702.08 is added to the Corporations Code, to read:17702.08. (a) A limited liability company may present a certification of limited liability company existence and authority to any person to establish the present existence of the limited liability company and to identify those with authority to act on behalf of the limited liability company.(b) The certification of limited liability company existence and authority shall confirm the following facts and contain the following information:(1) The legal name of the limited liability company.(2) The jurisdiction in which the limited liability company was formed.(3) The date of filing of the limited liability companys articles of organization.(4) That the limited liability company is currently in good standing in its state of organization and, if necessary, that it is properly registered to do business in the state where the certification is being offered.(5) A list of persons authorized to act on behalf of the limited liability company as of the date of completion of the certification.(6) When there are multiple authorized signers, the signature authority of the authorized signers, indicating whether all, or less than all, of the currently acting authorized signers are required to sign in order to exercise various powers of the limited liability company.(c) The certification shall contain a statement that the limited liability companys operating agreement or other governance documents have not been revoked, modified, or amended in any manner that would cause the representations contained in the certification of limited liability company existence and authority to be incorrect and shall contain a statement that it is being signed by all of the currently acting authorized signers of the limited liability company. The certification shall be in the form of an acknowledged declaration signed by all currently acting authorized signers of the limited liability company. The certification signed by the currently acting authorized signers may be recorded in the office of the county recorder in the county where all or a portion of the limited liability companys real property is located.(d) The certification of limited liability company existence and authority may, but is not required to, include excerpts from the original operating agreement, any amendments thereto, and any other documents evidencing or pertaining to the entity.(e) A person whose interest is, or may be, affected by the certification of limited liability company existence and authority may rely on the representations in the certification, but is not required to do so and may require that the individual offering or recording the certification of limited liability company existence and authority provide copies of the original operating agreement, any amendments thereto, and any other documents that designate, evidence, or pertain to the entity or confer upon the entity and authorized signer the power to act in the pending transaction, or both.(f) A person who acts in reliance upon a certification of limited liability company existence and authority without actual knowledge that the representations contained therein are incorrect is not liable to any person for so acting. A person who does not have actual knowledge that the facts contained in the certification of limited liability company existence and authority are incorrect may assume without inquiry the existence of the facts contained in the certification of limited liability company existence and authority. Actual knowledge shall not be inferred solely from the fact that a copy of all or part of the limited liability companys operating agreement, articles of organization, or other supporting documentation is held by the person relying upon the limited liability company existence and authority certification. Any transaction, and any lien created thereby, entered into by the limited liability companys authorized signer and a person acting in reliance upon a certification of limited liability company existence and authority shall be enforceable against the limited liability company assets. However, if the person has actual knowledge that the limited liability companys authorized signer is acting outside the scope of the limited liability companys operating agreement, then the transaction is not enforceable against the limited liability company assets.(g) Any person may record a certification of limited liability company existence and authority that relates to an interest in real property in the office of the county recorder in any county in which all or a portion of the real property is located. The county recorder shall impose any fee prescribed by law for recording that document sufficient to cover all its reasonable costs incurred by the county in recording the document. The recorded certification of limited liability company existence and authority shall be a public record of the real property involved. This subdivision does not create a requirement to record a certification of limited liability company existence and authority in conjunction with the recordation of a transfer of title of real property involving a limited liability company.
SECTION 1. Section 17702.08 is added to the Corporations Code, to read:
### SECTION 1.
17702.08. (a) A limited liability company may present a certification of limited liability company existence and authority to any person to establish the present existence of the limited liability company and to identify those with authority to act on behalf of the limited liability company.(b) The certification of limited liability company existence and authority shall confirm the following facts and contain the following information:(1) The legal name of the limited liability company.(2) The jurisdiction in which the limited liability company was formed.(3) The date of filing of the limited liability companys articles of organization.(4) That the limited liability company is currently in good standing in its state of organization and, if necessary, that it is properly registered to do business in the state where the certification is being offered.(5) A list of persons authorized to act on behalf of the limited liability company as of the date of completion of the certification.(6) When there are multiple authorized signers, the signature authority of the authorized signers, indicating whether all, or less than all, of the currently acting authorized signers are required to sign in order to exercise various powers of the limited liability company.(c) The certification shall contain a statement that the limited liability companys operating agreement or other governance documents have not been revoked, modified, or amended in any manner that would cause the representations contained in the certification of limited liability company existence and authority to be incorrect and shall contain a statement that it is being signed by all of the currently acting authorized signers of the limited liability company. The certification shall be in the form of an acknowledged declaration signed by all currently acting authorized signers of the limited liability company. The certification signed by the currently acting authorized signers may be recorded in the office of the county recorder in the county where all or a portion of the limited liability companys real property is located.(d) The certification of limited liability company existence and authority may, but is not required to, include excerpts from the original operating agreement, any amendments thereto, and any other documents evidencing or pertaining to the entity.(e) A person whose interest is, or may be, affected by the certification of limited liability company existence and authority may rely on the representations in the certification, but is not required to do so and may require that the individual offering or recording the certification of limited liability company existence and authority provide copies of the original operating agreement, any amendments thereto, and any other documents that designate, evidence, or pertain to the entity or confer upon the entity and authorized signer the power to act in the pending transaction, or both.(f) A person who acts in reliance upon a certification of limited liability company existence and authority without actual knowledge that the representations contained therein are incorrect is not liable to any person for so acting. A person who does not have actual knowledge that the facts contained in the certification of limited liability company existence and authority are incorrect may assume without inquiry the existence of the facts contained in the certification of limited liability company existence and authority. Actual knowledge shall not be inferred solely from the fact that a copy of all or part of the limited liability companys operating agreement, articles of organization, or other supporting documentation is held by the person relying upon the limited liability company existence and authority certification. Any transaction, and any lien created thereby, entered into by the limited liability companys authorized signer and a person acting in reliance upon a certification of limited liability company existence and authority shall be enforceable against the limited liability company assets. However, if the person has actual knowledge that the limited liability companys authorized signer is acting outside the scope of the limited liability companys operating agreement, then the transaction is not enforceable against the limited liability company assets.(g) Any person may record a certification of limited liability company existence and authority that relates to an interest in real property in the office of the county recorder in any county in which all or a portion of the real property is located. The county recorder shall impose any fee prescribed by law for recording that document sufficient to cover all its reasonable costs incurred by the county in recording the document. The recorded certification of limited liability company existence and authority shall be a public record of the real property involved. This subdivision does not create a requirement to record a certification of limited liability company existence and authority in conjunction with the recordation of a transfer of title of real property involving a limited liability company.
17702.08. (a) A limited liability company may present a certification of limited liability company existence and authority to any person to establish the present existence of the limited liability company and to identify those with authority to act on behalf of the limited liability company.(b) The certification of limited liability company existence and authority shall confirm the following facts and contain the following information:(1) The legal name of the limited liability company.(2) The jurisdiction in which the limited liability company was formed.(3) The date of filing of the limited liability companys articles of organization.(4) That the limited liability company is currently in good standing in its state of organization and, if necessary, that it is properly registered to do business in the state where the certification is being offered.(5) A list of persons authorized to act on behalf of the limited liability company as of the date of completion of the certification.(6) When there are multiple authorized signers, the signature authority of the authorized signers, indicating whether all, or less than all, of the currently acting authorized signers are required to sign in order to exercise various powers of the limited liability company.(c) The certification shall contain a statement that the limited liability companys operating agreement or other governance documents have not been revoked, modified, or amended in any manner that would cause the representations contained in the certification of limited liability company existence and authority to be incorrect and shall contain a statement that it is being signed by all of the currently acting authorized signers of the limited liability company. The certification shall be in the form of an acknowledged declaration signed by all currently acting authorized signers of the limited liability company. The certification signed by the currently acting authorized signers may be recorded in the office of the county recorder in the county where all or a portion of the limited liability companys real property is located.(d) The certification of limited liability company existence and authority may, but is not required to, include excerpts from the original operating agreement, any amendments thereto, and any other documents evidencing or pertaining to the entity.(e) A person whose interest is, or may be, affected by the certification of limited liability company existence and authority may rely on the representations in the certification, but is not required to do so and may require that the individual offering or recording the certification of limited liability company existence and authority provide copies of the original operating agreement, any amendments thereto, and any other documents that designate, evidence, or pertain to the entity or confer upon the entity and authorized signer the power to act in the pending transaction, or both.(f) A person who acts in reliance upon a certification of limited liability company existence and authority without actual knowledge that the representations contained therein are incorrect is not liable to any person for so acting. A person who does not have actual knowledge that the facts contained in the certification of limited liability company existence and authority are incorrect may assume without inquiry the existence of the facts contained in the certification of limited liability company existence and authority. Actual knowledge shall not be inferred solely from the fact that a copy of all or part of the limited liability companys operating agreement, articles of organization, or other supporting documentation is held by the person relying upon the limited liability company existence and authority certification. Any transaction, and any lien created thereby, entered into by the limited liability companys authorized signer and a person acting in reliance upon a certification of limited liability company existence and authority shall be enforceable against the limited liability company assets. However, if the person has actual knowledge that the limited liability companys authorized signer is acting outside the scope of the limited liability companys operating agreement, then the transaction is not enforceable against the limited liability company assets.(g) Any person may record a certification of limited liability company existence and authority that relates to an interest in real property in the office of the county recorder in any county in which all or a portion of the real property is located. The county recorder shall impose any fee prescribed by law for recording that document sufficient to cover all its reasonable costs incurred by the county in recording the document. The recorded certification of limited liability company existence and authority shall be a public record of the real property involved. This subdivision does not create a requirement to record a certification of limited liability company existence and authority in conjunction with the recordation of a transfer of title of real property involving a limited liability company.
17702.08. (a) A limited liability company may present a certification of limited liability company existence and authority to any person to establish the present existence of the limited liability company and to identify those with authority to act on behalf of the limited liability company.(b) The certification of limited liability company existence and authority shall confirm the following facts and contain the following information:(1) The legal name of the limited liability company.(2) The jurisdiction in which the limited liability company was formed.(3) The date of filing of the limited liability companys articles of organization.(4) That the limited liability company is currently in good standing in its state of organization and, if necessary, that it is properly registered to do business in the state where the certification is being offered.(5) A list of persons authorized to act on behalf of the limited liability company as of the date of completion of the certification.(6) When there are multiple authorized signers, the signature authority of the authorized signers, indicating whether all, or less than all, of the currently acting authorized signers are required to sign in order to exercise various powers of the limited liability company.(c) The certification shall contain a statement that the limited liability companys operating agreement or other governance documents have not been revoked, modified, or amended in any manner that would cause the representations contained in the certification of limited liability company existence and authority to be incorrect and shall contain a statement that it is being signed by all of the currently acting authorized signers of the limited liability company. The certification shall be in the form of an acknowledged declaration signed by all currently acting authorized signers of the limited liability company. The certification signed by the currently acting authorized signers may be recorded in the office of the county recorder in the county where all or a portion of the limited liability companys real property is located.(d) The certification of limited liability company existence and authority may, but is not required to, include excerpts from the original operating agreement, any amendments thereto, and any other documents evidencing or pertaining to the entity.(e) A person whose interest is, or may be, affected by the certification of limited liability company existence and authority may rely on the representations in the certification, but is not required to do so and may require that the individual offering or recording the certification of limited liability company existence and authority provide copies of the original operating agreement, any amendments thereto, and any other documents that designate, evidence, or pertain to the entity or confer upon the entity and authorized signer the power to act in the pending transaction, or both.(f) A person who acts in reliance upon a certification of limited liability company existence and authority without actual knowledge that the representations contained therein are incorrect is not liable to any person for so acting. A person who does not have actual knowledge that the facts contained in the certification of limited liability company existence and authority are incorrect may assume without inquiry the existence of the facts contained in the certification of limited liability company existence and authority. Actual knowledge shall not be inferred solely from the fact that a copy of all or part of the limited liability companys operating agreement, articles of organization, or other supporting documentation is held by the person relying upon the limited liability company existence and authority certification. Any transaction, and any lien created thereby, entered into by the limited liability companys authorized signer and a person acting in reliance upon a certification of limited liability company existence and authority shall be enforceable against the limited liability company assets. However, if the person has actual knowledge that the limited liability companys authorized signer is acting outside the scope of the limited liability companys operating agreement, then the transaction is not enforceable against the limited liability company assets.(g) Any person may record a certification of limited liability company existence and authority that relates to an interest in real property in the office of the county recorder in any county in which all or a portion of the real property is located. The county recorder shall impose any fee prescribed by law for recording that document sufficient to cover all its reasonable costs incurred by the county in recording the document. The recorded certification of limited liability company existence and authority shall be a public record of the real property involved. This subdivision does not create a requirement to record a certification of limited liability company existence and authority in conjunction with the recordation of a transfer of title of real property involving a limited liability company.
17702.08. (a) A limited liability company may present a certification of limited liability company existence and authority to any person to establish the present existence of the limited liability company and to identify those with authority to act on behalf of the limited liability company.
###### 17702.08.
(b) The certification of limited liability company existence and authority shall confirm the following facts and contain the following information:
(1) The legal name of the limited liability company.
(2) The jurisdiction in which the limited liability company was formed.
(3) The date of filing of the limited liability companys articles of organization.
(4) That the limited liability company is currently in good standing in its state of organization and, if necessary, that it is properly registered to do business in the state where the certification is being offered.
(5) A list of persons authorized to act on behalf of the limited liability company as of the date of completion of the certification.
(6) When there are multiple authorized signers, the signature authority of the authorized signers, indicating whether all, or less than all, of the currently acting authorized signers are required to sign in order to exercise various powers of the limited liability company.
(c) The certification shall contain a statement that the limited liability companys operating agreement or other governance documents have not been revoked, modified, or amended in any manner that would cause the representations contained in the certification of limited liability company existence and authority to be incorrect and shall contain a statement that it is being signed by all of the currently acting authorized signers of the limited liability company. The certification shall be in the form of an acknowledged declaration signed by all currently acting authorized signers of the limited liability company. The certification signed by the currently acting authorized signers may be recorded in the office of the county recorder in the county where all or a portion of the limited liability companys real property is located.
(d) The certification of limited liability company existence and authority may, but is not required to, include excerpts from the original operating agreement, any amendments thereto, and any other documents evidencing or pertaining to the entity.
(e) A person whose interest is, or may be, affected by the certification of limited liability company existence and authority may rely on the representations in the certification, but is not required to do so and may require that the individual offering or recording the certification of limited liability company existence and authority provide copies of the original operating agreement, any amendments thereto, and any other documents that designate, evidence, or pertain to the entity or confer upon the entity and authorized signer the power to act in the pending transaction, or both.
(f) A person who acts in reliance upon a certification of limited liability company existence and authority without actual knowledge that the representations contained therein are incorrect is not liable to any person for so acting. A person who does not have actual knowledge that the facts contained in the certification of limited liability company existence and authority are incorrect may assume without inquiry the existence of the facts contained in the certification of limited liability company existence and authority. Actual knowledge shall not be inferred solely from the fact that a copy of all or part of the limited liability companys operating agreement, articles of organization, or other supporting documentation is held by the person relying upon the limited liability company existence and authority certification. Any transaction, and any lien created thereby, entered into by the limited liability companys authorized signer and a person acting in reliance upon a certification of limited liability company existence and authority shall be enforceable against the limited liability company assets. However, if the person has actual knowledge that the limited liability companys authorized signer is acting outside the scope of the limited liability companys operating agreement, then the transaction is not enforceable against the limited liability company assets.
(g) Any person may record a certification of limited liability company existence and authority that relates to an interest in real property in the office of the county recorder in any county in which all or a portion of the real property is located. The county recorder shall impose any fee prescribed by law for recording that document sufficient to cover all its reasonable costs incurred by the county in recording the document. The recorded certification of limited liability company existence and authority shall be a public record of the real property involved. This subdivision does not create a requirement to record a certification of limited liability company existence and authority in conjunction with the recordation of a transfer of title of real property involving a limited liability company.
SEC. 2. No reimbursement is required by this act pursuant to Section 6 of Article XIIIB of the California Constitution because a local agency or school district has the authority to levy service charges, fees, or assessments sufficient to pay for the program or level of service mandated by this act or because costs that may be incurred by a local agency or school district will be incurred because this act creates a new crime or infraction, eliminates a crime or infraction, or changes the penalty for a crime or infraction, within the meaning of Section 17556 of the Government Code, or changes the definition of a crime within the meaning of Section 6 of Article XIIIB of the California Constitution.
SEC. 2. No reimbursement is required by this act pursuant to Section 6 of Article XIIIB of the California Constitution because a local agency or school district has the authority to levy service charges, fees, or assessments sufficient to pay for the program or level of service mandated by this act or because costs that may be incurred by a local agency or school district will be incurred because this act creates a new crime or infraction, eliminates a crime or infraction, or changes the penalty for a crime or infraction, within the meaning of Section 17556 of the Government Code, or changes the definition of a crime within the meaning of Section 6 of Article XIIIB of the California Constitution.
SEC. 2. No reimbursement is required by this act pursuant to Section 6 of Article XIIIB of the California Constitution because a local agency or school district has the authority to levy service charges, fees, or assessments sufficient to pay for the program or level of service mandated by this act or because costs that may be incurred by a local agency or school district will be incurred because this act creates a new crime or infraction, eliminates a crime or infraction, or changes the penalty for a crime or infraction, within the meaning of Section 17556 of the Government Code, or changes the definition of a crime within the meaning of Section 6 of Article XIIIB of the California Constitution.
### SEC. 2.
(a)A qualified entity shall report the information set forth in subdivision (c) concerning the qualified entity, to the Secretary of State, in the form and manner as required by the Secretary of State.
(b)For purposes of this section, qualified entity means a corporation, foreign corporation, limited partnership, general partnership, limited liability company, foreign limited liability company, or trust.
(c)The form required pursuant to subdivision (a) shall include all of the following information:
The undersigned being of legal age hereby declares and certifies under penalty of perjury all of the following:
(1)That the undersigned constitutes all authorized signers for the entity known as and that the following information regarding the entity is true and correct.
(2)That the entity was formed under the laws of the State of ___________________or foreign government of and is registered to do business in the State of California.
(3)That the date of formation of the entity is: ________
(4)That the following list of persons are authorized to act on the behalf of the entity as of the date of completion of this form:
(name and title)
__________________________________________________________________________
(physical and electronic mailing addresses and telephone number)
__________________________________________________________________________
(name and title)
___________________________________________________________________________
(physical and electronic mailing addresses and telephone number)
__________________________________________________________________________
(name and title)
__________________________________________________________________
(physical and electronic mailing addresses and telephone number)
Attach additional sheets if needed to show all parties authorized to act, and each of their authorized representatives, if any.
(5)That the federal tax identification number is: ________
(6)That the entity is duly formed and in good standing with the California Secretary of State.
(7)That the persons are authorized and required to disclose subsequent changes to the recipient of this certification affecting the information stated herein.
(8)That the recipient of this document is authorized to rely on the information herein. That recipient is:_____________________________________________________________________________ whose address is: ______________________________________________________
In witness whereof, I have hereunto subscribed my/our name(s) on behalf of the entity:
____________________________________________________________________________________ By ____________, its secretary. Date ___________________
The persons listed herein. Each officer listed on the resolution will be required to provide additional personal information to verify their identity. To the extent the officer is an entity; additional personal information to verify the identities of those principals, officers, or directors is required.
This certification is made pursuant to California ________________
Executed under penalty of perjury on________________
Authorized Signatory: Address:
X___________________ _________________
X___________________ __________________
_______________________________________
_______________________________________
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of __________
County of ____________
On before me,______________________, notary public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity(ies), and that by their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.
Witness my hand and official seal.
Signature___________ (Seal)
The named recipient requires the attached certification form, in compliance with the California codes.
Please complete the attached form in full and attach a copy of the underlying corporate documents to authenticate the information provided.
If you are acting as the representative of another entity who holds authority under the one described in this document, please provide a separate certification and copies of that entity.
This document shall be signed and notarized.
No reimbursement is required by this act pursuant to Section 6 of Article XIII B of the California Constitution because the only costs that may be incurred by a local agency or school district will be incurred because this act creates a new crime or infraction, eliminates a crime or infraction, or changes the penalty for a crime or infraction, within the meaning of Section 17556 of the Government Code, or changes the definition of a crime within the meaning of Section 6 of Article XIII B of the California Constitution.