§ 17708.02. — 17708.02. (Amended by Stats. 2022, Ch. 617, Sec. 123.)

California § 17708.02.

• Jurisdiction: California
• Code CORP: Corporations Code - CORP
• Title 2.6.: TITLE 2.6. CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT
• Art. 8.: ARTICLE 8. Foreign Limited Liability Companies

Text

(a)
A foreign limited liability company may apply for a certificate of registration to transact business in this state by delivering an application to the Secretary of State for filing on a form prescribed by the Secretary of State. The application shall state all of the following:
(1)
The name of the foreign limited liability company, and, if the name does not comply with Section 17701.08, an alternate name adopted pursuant to subdivision (a) of Section 17708.05.
(2)
The state or other jurisdiction under whose law the foreign limited liability company is organized and a statement that the foreign limited liability company
is authorized to exercise its powers and privileges in that state or other jurisdiction.
(3)
The street address of the foreign limited liability company’s principal office and of its principal office in California, if any.
(4)
(A)
The name and street address of the foreign limited liability company’s initial agent for service of process in this state who consents to service of process and meets the qualifications specified in subdivision (c) of Section 17701.13. If a corporate agent is designated, only the name of the agent shall be set forth.
(B)
Consent under this paragraph extends to service of process directed to the foreign limited liability company’s agent in this state for a search warrant issued
pursuant to Section 1524.2 of the Penal Code, or for any other validly issued and properly served search warrant, for records or documents that are in the possession of the foreign limited liability company and are located inside or outside of this state. This subparagraph shall apply to a foreign limited liability company that is a party or a nonparty to the matter for which the search warrant is sought. For purposes of this subparagraph, “properly served” means delivered by hand, or in a manner reasonably allowing for proof of delivery if delivered by United States mail, overnight delivery service, facsimile, or any other means specified by the foreign limited liability company, including email or submission via an internet web portal the foreign limited liability company has designated for the purpose of service of process.
(5)
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.
(6)
The mailing address of the foreign limited liability company if different than the street address of the principal office, or principal office in California.
(b)
A foreign limited liability company shall deliver with a completed application under subdivision (a) a certificate of existence, status, or good standing or a record of similar import, issued within the past six months from the submission of the application for filing in California, signed by the Secretary of State or other official having custody of the foreign
limited liability company’s publicly filed records in the state or other jurisdiction under whose law the foreign limited liability company is formed.
(c)
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 foreign 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.

Legislative History

Amended by Stats. 2022, Ch. 617, Sec. 123. (SB 1202) Effective January 1, 2023.