SECTIONS 17450-17457 - California Statutes

CORPORATIONS CODE

SECTION 17450-17457

17450. Subject to the provisions of Section 17453:
(a) The laws of the state or foreign country under which a foreign
limited liability company is organized shall govern its organization
and internal affairs and the liability and authority of its managers
and members.
(b) A foreign limited liability company may not be denied
registration by reason of any difference between those laws and the
laws of this state.

17451. (a) Before transacting intrastate business in this state, a
foreign limited liability company shall register with the Secretary
of State. In order to register, a foreign limited liability company
shall submit to the Secretary of State an application for
registration as a foreign limited liability company, signed by a
person with authority to do so under the laws of the state of its
organization, on a form prescribed by the Secretary of State and
setting forth:
(1) The name of the foreign limited liability company and, if
different, the name under which it proposes to transact business in
this state.
(2) The state and date of its organization and a statement that
the foreign limited liability company is authorized to exercise its
powers and privileges in that state.
(3) The name and address of an agent for service of process on the
foreign limited liability company meeting the qualifications
specified in paragraph (1) of subdivision (d) of Section 17061,
unless a corporate agent is designated, in which case only the name
of the agent shall be set forth.
(4) A statement that the Secretary of State is appointed the agent
of the foreign limited liability company for service of process if
the agent has resigned and has not been replaced or if the agent
cannot be found or served with the exercise of reasonable diligence.
(5) The address of the principal executive office of the foreign
limited liability company and of its principal office in this state,
if any.
(b) Annexed to the application for registration shall be a
certificate from an authorized public official of the foreign limited
liability company's jurisdiction of organization to the effect that
the foreign limited liability company is in good standing in that
jurisdiction, if the laws of that jurisdiction permit the issuance of
those certificates; or, in the alternative, a statement by the
foreign limited liability company that the laws of its jurisdiction
of organization do not permit the issuance of those certificates.
(c) The Secretary of State may cancel the application and
certificate of registration of a foreign limited liability company if
a check or other remittance accepted in payment of the filing fee is
not paid upon presentation. Upon receiving written notification that
the item presented for payment has not been honored for payment, the
Secretary of State shall give a first written notice of the
applicability of this section to the agent for service of process or
to the person submitting the instrument. Thereafter, if the amount
has not been paid by cashier's check or equivalent, the Secretary of
State shall give a second written notice of cancellation and the
cancellation shall thereupon be effective. The second notice shall be
given 20 days or more after the first notice and 90 days or less
after the original filing.
(d) The Secretary of State shall include with instructional
materials, provided in conjunction with registration under
subdivision (a), a notice that filing the registration will obligate
the limited liability company to pay an annual tax to the Franchise
Tax Board pursuant to Section 17941 of the Revenue and Taxation Code.
That notice shall be updated annually to specify the dollar amount
of the tax.

17452. (a) If the Secretary of State finds that an application for
registration conforms to law and all requisite fees have been paid,
the Secretary of State shall issue a certificate of registration to
transact intrastate business in this state, subject, however, to any
licensing requirements imposed by the laws of this state. However, no
certificate of registration shall be issued for a foreign limited
liability company to transact intrastate business in this state under
a name that falls within the prohibitions of subdivision (c) of
Section 17052.
(b) If the name of a foreign limited liability company does not
satisfy the requirements of Section 17052, to obtain or maintain a
certificate of registration, a foreign limited liability company may
either:
(1) Add the words "limited liability company" or the abbreviation
"LLC" to its name for use in this state.
(2) Use an assumed name that is available, and that satisfies the
requirements of Section 17052, provided the foreign limited liability
company agrees that it will use the assumed name in all its dealings
with the Secretary of State and in the conduct of its affairs in
this state. The assumed name may be the name of the foreign limited
liability company with the addition of some distinguishing word or
words acceptable to the Secretary of State or a name available for
the name of a domestic limited liability company pursuant to Section
17052. Any foreign limited liability company that has made such an
agreement with the Secretary of State shall not do business in this
state except under the name agreed upon, as long as the agreement
remains in effect.

17453. If the members of a foreign limited liability company
residing in this state represent 25 percent or more of the voting
interests of members of that limited liability company, those members
shall be entitled to all information and inspection rights provided
in Section 17106.

17454. If any statement in the application for registration of a
foreign limited liability company was false when made or any
statements made have become erroneous, the foreign limited liability
company shall promptly file in the office of the Secretary of State
an amendment to the application for registration, signed by a person
with authority to do so under the laws of the state of its
organization, amending the statement.

17455. A foreign limited liability company may cancel its
registration by filing with the Secretary of State a certificate of
cancellation signed by a person with authority to do so under the
laws of the state of its organization. A cancellation does not
terminate the authority of the Secretary of State to accept service
of process on the foreign limited liability company with respect to
causes of action arising out of the transaction of business in this
state.

17456. (a) A foreign limited liability company transacting
intrastate business in this state shall not maintain any action,
suit, or proceeding in any court of this state until it has
registered in this state.
(b) Any foreign limited liability company that transacts
intrastate business in this state without registration is subject to
a penalty of twenty dollars ($20) for each day that unauthorized
intrastate business is transacted, up to a maximum of ten thousand
dollars ($10,000). An action to recover this penalty may be brought,
and any recovery shall be paid, as provided in Section 2258.
(c) A member of a foreign limited liability company is not liable
for the debts and obligations of the foreign limited liability
company solely by reason of its having transacted business in this
state without registration.
(d) A foreign limited liability company, transacting business in
this state without registration, appoints the Secretary of State as
its agent for service of process with respect to causes of action
arising out of the transaction of business in this state.

17457. The Attorney General may bring an action to restrain a
foreign limited liability company from transacting intrastate
business in this state in violation of this chapter.