Cal. Corporations Code - CORP § 17701.01. Section 17701.01.
This title may be cited as the California Revised Uniform Limited Liability Company Act.
ARTICLE 1. General Provisions [17701.01. - 17701.17.]
Cal. Corporations Code - CORP 1.
in effectCal. Corporations Code - CORP § 17701.02. Section 17701.02.
In this title:
(a)
“Acknowledged” means that an instrument is either of the following:
(1)
Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code.
(2)
Executed to include substantially the following wording preceding the signature:
“It is hereby declared that I am the person who executed this instrument which execution is my act and deed.”
Any certificate of acknowledgment taken without this state
before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated.
(b)
“Articles of organization” means the articles required by Section 17702.01. The term includes the articles of organization as amended or restated.
(c)
“Contribution” means any benefit provided by a person to a limited liability company:
(1)
In order to become a member upon formation of the limited liability company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the limited liability company.
(2)
In order to become a member after formation of the limited liability
company and in accordance with an agreement between the person and the limited liability company.
(3)
In the person’s capacity as a member and in accordance with the operating agreement or an agreement between the member and the limited liability company.
(d)
“Debtor in bankruptcy” means a person that is the subject of either of the following:
(1)
An order for relief under Title 11 of the United States Code or a successor statute of general application.
(2)
A comparable order under federal, state, or foreign law governing bankruptcy or insolvency, an assignment for the benefit of creditors, or an order appointing a trustee, receiver, or liquidator of
the person or of all or substantially all of the person’s property.
(e)
“Designated office” means either of the following:
(1)
The office that a limited liability company is required to designate and maintain under Section 17701.13.
(2)
The principal office of a foreign limited liability company.
(f)
“Distribution,” except as otherwise provided in subdivision (g) of Section 17704.05, means a transfer of money or other property from a limited liability company to another person on account of a transferable interest.
(g)
“Domestic” means organized under the laws of this state when used in relation to any limited
liability company, other business entity, or person other than a natural person.
(h)
“Effective,” with respect to a record required or permitted to be delivered to the Secretary of State for filing under this title, means effective under subdivision (c) of Section 17702.05.
(i)
(1)
“Electronic transmission by the limited liability company” means a communication delivered by any of the following means:
(A)
Facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the limited liability company.
(B)
Posting on an electronic message board
or network that the limited liability company has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof.
(C)
Other means of electronic communication to which both of the following apply:
(i)
The communication is delivered to a recipient who has provided an unrevoked consent to the use of those means of transmission.
(ii)
The communication creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
(2)
“Electronic transmission to the limited liability company” means a communication delivered by any of the following means:
(A)
Facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, that the limited liability company has provided from time to time to members or managers for sending communications to the limited liability company.
(B)
Posting on an electronic message board or network that the limited liability company has designated for those communications, which transmission shall be validly delivered upon the posting.
(C)
Other means of electronic communication to which both of the following apply:
(i)
The limited liability company has placed in effect reasonable measures to verify that the sender is the member or manager, in person or by proxy, purporting to send the transmission.
(ii)
The communication creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
(j)
“Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company.
(k)
“Limited liability company,” except in the phrase “foreign limited liability company,” means a domestic entity formed under this title or an entity that becomes subject to this
title pursuant to Article 13 (commencing with Section 17713.01).
(l)
“Majority of the managers” unless otherwise provided in the operating agreement, means more than 50 percent of the managers of the limited liability company.
(m)
“Majority of the members” unless otherwise provided in the operating agreement, means more than 50 percent of the membership interests of members in current profits of the limited liability company.
(n)
“Manager” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in subdivision (c) of Section 17704.07.
(o)
“Manager-managed limited liability company” means a limited liability company that qualifies under subdivision (a) of Section 17704.07.
(p)
“Member” means a person that has become a member of a limited liability company under Section 17704.01 and has not dissociated under Section 17706.02.
(q)
“Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.
(r)
“Membership interest” means a member’s rights in the limited liability company, including the member’s transferable interest, any right to vote or participate in management, and any right to information concerning the business and affairs of the limited liability company
provided by this title.
(s)
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subdivision (a) of Section 17701.10. The term “operating agreement” may include, without more, an agreement of all members to organize a limited liability company pursuant to this title. An operating agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the operating agreement. The term includes the agreement as amended or restated.
(t)
“Organization” means, whether domestic or
foreign, a partnership whether general or limited, limited liability company, association, corporation, professional corporation, professional association, nonprofit corporation, business trust, or statutory business trust having a governing statute.
(u)
“Organizer” means a person that acts under Section 17702.01 to form a limited liability company.
(v)
“Person” means an individual, partnership, limited partnership, trust, a trustee of a trust, including, but not limited to, a trust described under Division 9 (commencing with Section 15000) of the Probate Code, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign. Nothing in this subdivision shall be construed to confer any rights under the California Constitution or the
United States Constitution.
(w)
“Principal office” means the principal office of a limited liability company or foreign limited liability company, whether or not the office is located in this state.
(x)
“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(y)
“State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(z)
“Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage,
security interest, encumbrance, gift, and
transfer by operation of law.
(aa)
“Transferable interest” means the right, as originally associated with a person’s capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right.
(ab)
“Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
(ac)
“Vote” includes authorization by written consent or consent given by electronic transmission to the limited liability company.
Cal. Corporations Code - CORP § 17701.04. Section 17701.04.
(a)
A limited liability company is an entity distinct from its members.
(b)
A limited liability company may have any lawful purpose, regardless of whether for profit, except the banking business, the business of issuing policies of insurance and assuming insurance risks, or the trust company business. A domestic or foreign limited liability company may render services that may be lawfully rendered only pursuant to a license, certificate, or registration authorized by the Business and Professions Code, the Chiropractic Act, the Osteopathic Act, or the Yacht and Ship Brokers Act, if the applicable provisions of the Business and Professions Code, the
Chiropractic Act, the Osteopathic Act, or the Yacht and Ship Brokers Act authorize a limited liability company or foreign limited liability company to hold that license, certificate, or registration.
(c)
A limited liability company has perpetual duration.
(d)
Notwithstanding subdivision (b) and as specifically provided in this subdivision, a limited liability company may operate as a health care service plan licensed pursuant to Chapter 2.2 (commencing with Section 1340) of Division 2 of the Health and Safety Code if the limited liability company is a subsidiary of a health care service plan licensed pursuant to those provisions and the limited liability company is established to serve an existing line of business of the parent health care service plan. Notwithstanding any other
law, the tort or contract liability of a limited liability company created to operate as a health care service plan under this subdivision and its members is not limited or restricted in any manner because of the limited liability company status of the health care service plan.
(e)
Nothing in this title shall be construed to permit a domestic or foreign limited liability company to render professional services, as defined in subdivision (a) of Section 13401 and in Section 13401.3, in this state.
Cal. Corporations Code - CORP § 17701.05. Section 17701.05.
Subject to any limitations contained in the articles of organization and to compliance with this title and any other applicable laws, a limited liability company organized under this title shall have all the powers of a natural person in carrying out its business activities, including, without limitation, the power to:
(a)
Transact its business, carry on its operations, qualify to do business, and have and exercise the powers granted by this title in any state, territory, district, possession, or dependency of the United States, and in any foreign country.
(b)
Sue, be sued, complain, and defend any action, arbitration, or
proceeding, whether judicial, administrative, or otherwise, in its own name.
(c)
Adopt, use, and at will alter a company seal. However, failure to affix a seal does not affect the validity of any instrument.
(d)
Make contracts and guarantees, incur liabilities, act as surety, or borrow money.
(e)
Sell, lease, exchange, transfer, convey, mortgage, pledge, or otherwise dispose of all or any part of its property and assets.
(f)
Purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use, or otherwise deal in and with any interest in real or personal property, wherever located.
(g)
Lend
money to and otherwise assist its members and employees.
(h)
Issue notes, bonds, and other obligations and secure any of them by mortgage or deed of trust or security interest of any or all of its assets.
(i)
Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and otherwise use and deal in and with stock or other interests in and obligations of any person, or direct or indirect obligations of the United States or of any government, state, territory, governmental district, or municipality, or of any instrumentality of any of them.
(j)
Invest its surplus funds, lend money from time to time in any manner which may be
appropriate to enable it to carry on the operations or fulfill the purposes set forth in its articles of organization, or take and hold real property and personal property as security for the payment of funds so loaned or invested.
(k)
Be a promoter, stockholder, partner, member, manager, associate, or agent of any person.
(l)
Indemnify or hold harmless any person.
(m)
Purchase and maintain insurance.
(n)
Issue, purchase, redeem, receive, take, or otherwise acquire, own, hold, sell, lend, exchange, transfer, or otherwise dispose of, pledge, use, and otherwise deal in and with its own bonds, debentures, and other securities.
(o)
Pay pensions and establish and carry out pension, profit sharing, bonus, share purchase, option, savings, thrift, and other retirement, incentive, and benefit plans, trusts, and provisions for all or any of the current or former members, managers, officers, or employees of the limited liability company or any of its subsidiary or affiliated entities, or to indemnify and purchase and maintain insurance on behalf of any fiduciary of those plans, trusts, or provisions.
(p)
Make donations, regardless of specific benefit to the limited liability company, to the public welfare or for community, civic, religious, charitable, scientific, literary, educational, or similar purposes.
(q)
Make payments or donations or do any other act, not inconsistent with this title or
any other applicable law, that furthers the business and affairs of the limited liability company.
(r)
Pay compensation, and pay additional compensation, to any or all managers, officers, members, and employees on account of services previously rendered to the limited liability company, whether or not an agreement to pay that compensation was made
before the services were rendered.
(s)
Insure for its benefit the life of any of its members, managers, officers, or employees, insure the life of any member for the purpose of acquiring at his or her death the interest owned by the member, and continue the insurance after the relationship terminates.
(t)
Carry out every other act not inconsistent with law that is appropriate to promote and attain the purposes set forth in its articles of organization.
Cal. Corporations Code - CORP § 17701.06. Section 17701.06.
The law of this state governs all of the following:
(a)
The internal affairs of a limited liability company.
(b)
The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
(c)
The authority of the members and agents of a limited liability company.
Cal. Corporations Code - CORP § 17701.07. Section 17701.07.
(a)
It is the policy of this title and this state to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements.
(b)
Unless displaced by particular provisions of this title, the principles of law and equity supplement this title.
(c)
Rules that statutes in derogation of the common law are to be strictly construed shall have no application to this title.
(d)
Unless the context otherwise requires, as used in this title, the singular shall include the plural and the plural may refer to only the
singular. The use of any gender shall be applicable to all
genders.
Cal. Corporations Code - CORP § 17701.08. Section 17701.08.
(a)
The name of a limited liability company shall contain the words “limited liability company,” or the abbreviation “L.L.C.” or “LLC.” “Limited” may be abbreviated as “Ltd.,” and “company” may be abbreviated as “Co.”
(b)
The name of a limited liability company shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:
(1)
The name of any limited liability
company.
(2)
The name of any foreign limited liability company authorized to transact intrastate business in this state.
(3)
Each name reserved under Section 17701.09.
(c)
The use by a limited liability company of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(d)
Subject to Section 17708.04, this section applies to a foreign limited liability company transacting intrastate business in this state that has a certificate of registration to transact intrastate business in this state or that has applied for a certificate of registration.
(e)
The name shall not include the words “bank,” “trust,” “trustee,” “incorporated,” “inc.,” “corporation,” or “corp.” and shall not include the words “insurer” or “insurance company” or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.
Cal. Corporations Code - CORP § 17701.09. Section 17701.09.
(a)
Upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, a person may apply to reserve the exclusive use of the name of a limited liability company or foreign limited liability company, including an alternative name for a foreign limited liability company whose name is not available. If the Secretary of State finds that the name applied for is available, it shall reserve the name for the applicant’s exclusive use for up to 60 days and issue a certificate of reservation. The Secretary of State shall not issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same
person; nor shall consecutive reservations be made by or for the use or benefit of the same person for a name so similar as to fall within the prohibitions of subdivision (b) of Section 17701.08.
(b)
The owner of a name reserved for a limited liability company or foreign limited liability company may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer which states the reserved name and the name and address of the transferee.
Cal. Corporations Code - CORP § 17701.10. Section 17701.10.
(a)
Except as otherwise provided in this section, the operating agreement governs all of the following:
(1)
Relations among the members as members and between the members and the limited liability company.
(2)
The rights and duties under this title of a person in the capacity of manager.
(3)
The activities of the limited liability company and the conduct of those activities.
(4)
The means and conditions for amending the operating agreement.
(b)
To the extent the
operating agreement does not otherwise provide for a matter described in subdivision (a), this title governs the matter.
(c)
In addition to the matters specified in paragraphs (1) to (4), inclusive, of subdivision (d), an operating agreement shall not do any of the following:
(1)
Vary a limited liability company’s capacity under Section 17701.05 to sue and be sued in its own name.
(2)
Vary the law applicable under Section 17701.06.
(3)
Vary the power of the court under Section 17702.04.
(4)
Subject to paragraphs (14) and (15) of this subdivision and subdivisions (d) to (g), inclusive, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty.
(5)
Subject to subdivisions (d) to (g), inclusive, eliminate the contractual obligation of good faith and fair dealing under subdivision (d) of Section 17704.09, but the operating agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable as determined at the time the standards are prescribed.
(6)
Vary the requirements of Section 17701.13 to 17701.16, inclusive, or any provision under Article 8 (commencing with Section 17708.01).
(7)
Vary the power of a court to decree dissolution in the circumstances specified in subdivision (a) of Section 17707.03 or the provisions for avoidance of dissolution in subdivision (c) of Section 17707.03.
(8)
Except as provided therein,
vary the requirements of Article 2 (commencing with Section 17702.01) or Article 7 (commencing with Section 17707.01).
(9)
Unreasonably restrict the right of a member to maintain an action under Article 9 (commencing with Section 17709.01).
(10)
Restrict the right of a member that will have personal liability with respect to a surviving or converted organization to approve a merger or conversion under Article 10 (commencing with Section 17710.01).
(11)
Except as otherwise provided in subdivision (b) of Section 17701.12, restrict the rights under this title of a person other than a member or manager.
(12)
Except as provided therein, vary any provision under Article 10 (commencing with Section 17710.01).
(13)
Vary any provision under Article 11 (commencing with Section 17711.01), Article 12 (commencing with Section 17712.01), or Article 13 (commencing with Section 17713.01).
(14)
Eliminate the duty of loyalty under subdivision (b) of Section 17704.09, but the operating agreement may do any of the following:
(A)
Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable.
(B)
Specify the number or percentage of members that may authorize or ratify, after full disclosure to all members of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
(15)
Unreasonably reduce the duty of care under
subdivision (c) of Section 17704.09.
(d)
Except as provided in subdivision (c) and subdivisions (e) to (g), inclusive, the effects of the provisions of this title may be varied as among the members or as between the members and the limited liability company by the operating agreement; provided, however, that the provisions of Sections 17701.13, 17703.01, and 17704.08 and subdivisions (f) to (r), inclusive, and (u) to (w), inclusive, of Section 17704.07 shall only be varied by a written operating agreement. Notwithstanding the first sentence of this subdivision and in addition to the matters specified in subdivision (c), the operating agreement shall not do any of the following:
(1)
Vary the definitions of Section 17701.02, except as specifically provided therein.
(2)
Vary a member’s rights under Section 17704.10.
(3)
Vary any of the provisions of this section or Section 17701.12, except as provided therein.
(4)
Vary any of the provisions of subdivisions (s) and (t) of Section 17704.07.
(e)
The fiduciary duties of a manager to a manager-managed limited liability company and to the members of the limited liability company and of a member to a member-managed limited liability company and to the members of such limited liability company shall only be modified in a written operating agreement with the informed consent of the members. Assenting to the operating agreement pursuant to subdivision (b) of Section 17701.11 shall not constitute informed consent.
(f)
To the extent the operating agreement of a member-managed limited liability company expressly relieves a member
of a responsibility that the member would otherwise have under this title and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.
(g)
The operating agreement may alter or eliminate the indemnification for a member or manager provided by subdivision (a) of Section 17704.08 and may eliminate or limit a member or manager’s liability to the limited liability company and members for money damages, except for the following:
(1)
Breach of the duty of loyalty.
(2)
A financial benefit received by the member or manager to which the member or manager is not entitled.
(3)
A member’s liability for excess distributions under Section 17704.06.
(4)
Intentional infliction of harm on the limited liability company or a member.
(5)
An intentional violation of criminal law.
Cal. Corporations Code - CORP § 17701.11. Section 17701.11.
(a)
A limited liability company is bound by and may enforce the operating agreement.
(b)
A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
(c)
Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the
terms will become the operating
agreement.
Cal. Corporations Code - CORP § 17701.12. Section 17701.12.
(a)
An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b)
The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or dissociated member are governed by the operating agreement. Subject only to any court order issued under paragraph (2) of subdivision (b) of Section 17705.03 to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with
regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or dissociated member.
(c)
If a record that has been delivered by a limited liability company to the Secretary of State for filing and has become effective under this title contains a provision that would be ineffective under Section 17701.10 if contained in the operating agreement, the provision is likewise ineffective in the record.
(d)
Subject to subdivision (c), if a record that has been delivered by a limited liability company to the Secretary of State for filing and has become effective under this title conflicts with a provision of the operating agreement both of the following apply:
(1)
The operating agreement prevails as to members, dissociated members,
transferees, and managers.
(2)
The record prevails as to other persons to the extent they reasonably rely on the record.
Cal. Corporations Code - CORP § 17701.13. Section 17701.13.
(a)
A limited liability company shall designate and continuously maintain in this state both of the following:
(1)
An office, which need not be a place of its activity in this state.
(2)
An agent for service of process.
(b)
A foreign limited liability company that has a certificate of registration under Section 17708.02 shall designate and continuously maintain in this state an agent for service of process.
(c)
An agent for service of process of a limited liability company or foreign limited liability
company shall be an individual who is a resident of this state or a corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated. If a limited liability company or foreign limited liability company designates a corporation as its agent for service of process in an instrument filed with the Secretary of State, no address for that agent for service of process shall be set forth in that instrument.
(d)
Each limited liability company shall maintain in writing or in any other form capable of being converted into clearly legible tangible form at the office referred to in subdivision (a) all of the following:
(1)
A current list of the full name and last known business or residence address of each member and of each transferee set forth in
alphabetical order, together with the contribution and the share in profits and losses of each member and transferee.
(2)
If the limited liability company is a manager-managed limited liability company, a current list of the full name and business or residence address of each manager.
(3)
A copy of the articles of organization and all amendments thereto, together with any powers of attorney pursuant to which the articles of organization or any amendments thereto were executed.
(4)
Copies of the limited liability company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent fiscal years.
(5)
A copy of the limited
liability company’s operating agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
(6)
Copies of the financial statement of the limited liability company, if any, for the six most recent fiscal years.
(7)
The books and records of the limited liability company as they relate to the internal affairs of the limited liability company for at least the current and past four fiscal years.
(e)
Upon request of an assessor, a domestic or foreign limited liability company owning, claiming, possessing, or controlling property in this state subject to local assessment shall make available at the limited
liability company’s principal office in California or at the office required to be kept pursuant to
subdivision (a) or at a place mutually acceptable to the assessor and the limited liability company a true copy of the business records relevant to the amount, cost, and value of all property that the limited liability company owns, claims, possesses, or controls within the county.
Cal. Corporations Code - CORP § 17701.14. Section 17701.14.
(a)
A limited liability company or foreign limited liability company may change its designated office, its principal office, its agent for service of process, the address of its agent for service of process, its mailing address, or, in the case of a foreign limited liability company, its principal office in California by delivering to the Secretary of State for filing a statement of information as set forth in Section 17702.09.
(b)
A statement of information is effective when filed by the Secretary of State.
Cal. Corporations Code - CORP § 17701.15. Section 17701.15.
(a)
To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the Secretary of State for filing, on a form prescribed by the Secretary of State for filing, a signed and acknowledged statement of resignation as an agent for service of process containing the name of the limited liability company or foreign limited liability company, the Secretary of State’s file number for the limited liability company or foreign limited liability company, the name of the resigning agent for service of process, and a statement that the agent is resigning.
(b)
The Secretary of State shall mail or otherwise provide written notice
of the statement of resignation to the principal office of the limited liability company or foreign limited liability company.
(c)
Upon filing of the statement of resignation, the authority of the agent to act in that capacity shall cease.
(d)
The resignation of an agent may be effective if, on a form prescribed by the Secretary of State containing the name of the limited liability company and Secretary of State’s file number for the limited liability company and the name of the agent for service of process, the agent disclaims having been properly appointed as the agent.
(e)
If an individual who has been designated agent for service of process dies or resigns or no longer resides in the state, or if the corporate agent
for that purpose resigns, dissolves, withdraws from the state, forfeits its right to transact intrastate business in this state, has its corporate rights, powers, and privileges suspended, or ceases to exist, the limited liability company or foreign limited liability company shall promptly file an initial or amended statement of information as set forth in Section 17702.09.
(f)
The Secretary of State may destroy or otherwise dispose of a resignation filed pursuant to this section after a new form is filed pursuant to Section 17702.09 replacing the agent for service of process that has resigned.
Cal. Corporations Code - CORP § 17701.16. Section 17701.16.
(a)
In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be served upon limited liability companies and foreign limited liability companies as provided in this section.
(b)
Personal service of a copy of any process against the limited liability company or the foreign limited liability company by delivery (1) to any individual designated by it as agent, or (2) if the designated agent is a corporation, to any person named in the latest certificate of the corporate agent filed pursuant to Section 1505 at the office of the corporate agent, shall constitute valid service on the limited liability company
or the foreign limited liability company. No change in the address of the agent for service of process or appointment of a new agent for service of process shall be effective until an amendment to the statement described in Section 17701.14 is filed. In the case of a foreign limited liability company that has appointed the Secretary of State as agent for service of process pursuant to subdivision (d) of Section 17708.07, process shall be delivered by hand to the Secretary of State, or to any person employed in the capacity of assistant or deputy, and shall include one copy of the process for each defendant to be served, together with a copy of the court order authorizing the service and the fee therefor. The order shall set forth the address to which the process shall be sent by the Secretary of State.
(c)
If an agent for service of process
has resigned and has not been replaced or if the designated agent cannot with reasonable diligence be found at the address designated for personal delivery of the process, and it is shown by affidavit to the satisfaction of the court that process against a limited liability company or foreign limited liability company cannot be served with reasonable diligence upon the designated agent by hand in the manner provided in Section 415.10, subdivision (a) of Section 415.20, or subdivision (a) of Section 415.30 of the Code of Civil Procedure, the court may make an order that the service shall be made upon a domestic limited liability company or upon a registered foreign limited liability company by delivering by hand to the Secretary of State, or to any person employed in the Secretary of State’s office in the capacity of assistant or deputy, one copy of the process for each defendant to be served,
together with a copy of the order authorizing the service. Service in this manner shall be deemed complete on the 10th day after delivery of the process to the Secretary of State.
(d)
Upon receipt of the copy of process and the fee therefor, the Secretary of State shall give notice of the service of the process to the limited liability company or foreign limited liability company, at its principal office, by forwarding to that office, by registered mail with request for return receipt, the copy of the process.
(e)
The Secretary of State shall keep a record of all process served upon the Secretary of State under this title and shall record therein the time of service and the action taken by the Secretary of State. A certificate under the Secretary of State’s official seal, certifying
to the receipt of process, the giving of notice to the limited liability company or foreign limited liability company, and the forwarding of the process pursuant to this section, shall be competent and prima facie evidence of the service of process.
Cal. Corporations Code - CORP § 17701.17. Section 17701.17.
(a)
A member may, in a written operating agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a specified jurisdiction and the courts of this state, or the exclusive jurisdiction of the courts of this state.
(b)
If a member desires to use the arbitration process, that member may, in a written operating agreement or other writing, consent to be nonexclusively subject to arbitration in a specified state or states and this state, or to be exclusively subject to arbitration in this state.
(c)
Along with this consent to the jurisdiction of courts or arbitration, a
member may consent to be served with legal process in the manner prescribed in the operating agreement or other writing.
Source: CA Legislative Counsel Bulk DataURL: https://downloads.leginfo.legislature.ca.gov/pubinfo_2025.zipFetched: 6/27/2026