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	<ns0:Description>
		<ns0:Id>20250AB__068398AMD</ns0:Id>
		<ns0:VersionNum>98</ns0:VersionNum>
		<ns0:History>
			<ns0:Action>
				<ns0:ActionText>INTRODUCED</ns0:ActionText>
				<ns0:ActionDate>2025-02-14</ns0:ActionDate>
			</ns0:Action>
			<ns0:Action>
				<ns0:ActionText>AMENDED_ASSEMBLY</ns0:ActionText>
				<ns0:ActionDate>2025-04-21</ns0:ActionDate>
			</ns0:Action>
		</ns0:History>
		<ns0:LegislativeInfo>
			<ns0:SessionYear>2025</ns0:SessionYear>
			<ns0:SessionNum>0</ns0:SessionNum>
			<ns0:MeasureType>AB</ns0:MeasureType>
			<ns0:MeasureNum>683</ns0:MeasureNum>
			<ns0:MeasureState>AMD</ns0:MeasureState>
		</ns0:LegislativeInfo>
		<ns0:AuthorText authorType="LEAD_AUTHOR">Introduced by Assembly Member Davies</ns0:AuthorText>
		<ns0:Authors>
			<ns0:Legislator>
				<ns0:Contribution>LEAD_AUTHOR</ns0:Contribution>
				<ns0:House>ASSEMBLY</ns0:House>
				<ns0:Name>Davies</ns0:Name>
			</ns0:Legislator>
		</ns0:Authors>
		<ns0:Title> An act to add Section 17702.08 to the Corporations Code, relating to business entities. </ns0:Title>
		<ns0:RelatingClause>business entities</ns0:RelatingClause>
		<ns0:GeneralSubject>
			<ns0:Subject>Business entities: limited liability companies.</ns0:Subject>
		</ns0:GeneralSubject>
		<ns0:DigestText>
			<html:p>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.</html:p>
			<html:p>This bill would authorize an LLC to present a certification of the LLC’s 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			 facts or contain certain information, including that its operating agreement or other governing documents have not been revoked, modified, or amended in a manner that would cause the representations contained in it to be incorrect.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.</html:p>
			<html:p>This bill would authorize a person whose interests may be affected by the LLC’s 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 LLC’s authorized signer and a person acting in reliance upon a certification and authority, shall be enforceable against the LLC’s assets, except as specified.</html:p>
			<html:p>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.</html:p>
			<html:p>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.</html:p>
			<html:p>This bill would provide that no reimbursement is required by this act for specified reasons.</html:p>
		</ns0:DigestText>
		<ns0:DigestKey>
			<ns0:VoteRequired>MAJORITY</ns0:VoteRequired>
			<ns0:Appropriation>NO</ns0:Appropriation>
			<ns0:FiscalCommittee>YES</ns0:FiscalCommittee>
			<ns0:LocalProgram>YES</ns0:LocalProgram>
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			<ns0:ImmediateEffect>NO</ns0:ImmediateEffect>
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				<ns0:Urgency>NO</ns0:Urgency>
				<ns0:TaxLevy>NO</ns0:TaxLevy>
				<ns0:Election>NO</ns0:Election>
				<ns0:UsualCurrentExpenses>NO</ns0:UsualCurrentExpenses>
				<ns0:BudgetBill>NO</ns0:BudgetBill>
				<ns0:Prop25TrailerBill>NO</ns0:Prop25TrailerBill>
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	</ns0:Description>
	<ns0:Bill id="bill">
		<ns0:Preamble>The people of the State of California do enact as follows:</ns0:Preamble>
		<ns0:BillSection id="id_9D1FBC98-0C60-4762-ACF0-1E863F6F16A0">
			<ns0:Num>SECTION 1.</ns0:Num>
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				Section 17702.08 is added to the 
				<ns0:DocName>Corporations Code</ns0:DocName>
				, to read:
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			<ns0:Fragment>
				<ns0:LawSection id="id_453DA694-C27A-47B3-8A0F-5058ABAA4AEB">
					<ns0:Num>17702.08.</ns0:Num>
					<ns0:LawSectionVersion id="id_183899C7-66F6-419B-B719-6157103F56C7">
						<ns0:Content>
							<html:p>
								(a)
								<html:span class="EnSpace"/>
								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.
							</html:p>
							<html:p>
								(b)
								<html:span class="EnSpace"/>
								The certification of limited liability company existence and authority shall confirm the following facts and contain the following information:
							</html:p>
							<html:p>
								(1)
								<html:span class="EnSpace"/>
								The legal name of the limited liability company.
							</html:p>
							<html:p>
								(2)
								<html:span class="EnSpace"/>
								The jurisdiction in which the limited liability company was formed.
							</html:p>
							<html:p>
								(3)
								<html:span class="EnSpace"/>
								The date of filing of the limited liability company’s articles of organization.
							</html:p>
							<html:p>
								(4)
								<html:span class="EnSpace"/>
								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.
							</html:p>
							<html:p>
								(5)
								<html:span class="EnSpace"/>
								A list of persons authorized to act on behalf of the limited liability company as of the date of completion of the certification.
							</html:p>
							<html:p>
								(6)
								<html:span class="EnSpace"/>
								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.
							</html:p>
							<html:p>
								(c)
								<html:span class="EnSpace"/>
								The certification shall contain a
						statement that the limited liability company’s 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 company’s real property is located.
							</html:p>
							<html:p>
								(d)
								<html:span class="EnSpace"/>
								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.
							</html:p>
							<html:p>
								(e)
								<html:span class="EnSpace"/>
								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.
							</html:p>
							<html:p>
								(f)
								<html:span class="EnSpace"/>
								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 company’s 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 company’s 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 company’s authorized signer is
						acting outside the scope of the limited liability company’s operating agreement, then the transaction is not enforceable against the limited liability company assets.
							</html:p>
							<html:p>
								(g)
								<html:span class="EnSpace"/>
								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.
							</html:p>
						</ns0:Content>
					</ns0:LawSectionVersion>
				</ns0:LawSection>
			</ns0:Fragment>
		</ns0:BillSection>
		<ns0:BillSection id="id_E94A7F5B-DC53-4B10-A3A0-4783FE44A6F1">
			<ns0:Num>SEC. 2.</ns0:Num>
			<ns0:Content>
				<html:p>
					No reimbursement is required by this act pursuant to Section 6 of Article XIII
					<html:span class="ThinSpace"/>
					B 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 XIII
					<html:span class="ThinSpace"/>
					B of the California Constitution.
				</html:p>
			</ns0:Content>
		</ns0:BillSection>
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