LLC Dissolutions (AB 1859)

This bill provides that, if a domestic limited liability company has not conducted any business, a majority of the managers or members, or the person or a majority of the persons signing the articles of organization, may execute and acknowledge a certificate of cancellation of the articles of organization meeting specified criteria. The bill requires that a certificate of cancellation be filed with the Secretary of State within 12 months of the filing of the articles of organization. The bill also provides that, upon the filing of that certificate of cancellation, a limited liability company is cancelled and its powers, rights, and privileges cease. The limited liability company will be exempted from the requirement to obtain a tax clearance certificate and requires the Secretary of State to notify the Franchise Tax Board of that cancellation.

The bill, which was carried by Assembly Member Nakano, was introduced on March 31, 2004, and was signed by Governor Schwarzenegger on September 9, 2004. To see the text of AB 1859 as signed by the Governor , click HERE.

 

2005 The State Bar of California

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