17450-17457
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.