California’s “Beverly-Killea Limited Liability Company Act” was repealed as of January 1, 2014, and replaced with the “California Revised Uniform Limited Liability Company Act.”  The change mainly affects California LLC name requirements and reservations, formation documents, and other LLC-related forms (you can find the new forms here). These are the primary changes, which can now be found in the California Corporations Code §17701.01-§17713.13. Here are the major changes you should know about for your limited liability company:

Name requirement changes to look out for:

• The name of your LLC cannot mislead the public, and it must be distinguishable from the name of other LLCs (whether the LLC is domestic, foreign, or if the LLC name has been reserved) registered in California.
• There have been revisions to the Business Entity Name Regulations for LLCs, which can be found here.
• If you register a foreign LLC in California under a fictitious name and the name does not comply with the regulations set forth in §17701.08 of the new Act, it will not be permitted for use.

Name reservation revisions:

• If you wish to reserve the name of your LLC, you need to submit a request via application to the California secretary of state. The application must state the name and address of the applicant as well as the name you wish to reserve.
• If you have reserved an LLC name with the California secretary of state, you are able to transfer the reservation of that name to another person. You can do this by filing a signed notice of the transfer, which will state the name and address of the transferee, to the secretary of state.

Changes in forms and filing requirements:

There have been changes in these LLC forms:
Form LLC-1, Articles of Organization: The statement of purpose has changed, and now you must include the LLCs initial street address of the designated office in California. This designated office address may be the same as the LLCs place of business, but it’s not required to be.
Form LLC-1A. Articles of Organization Conversion form: The same changes that were made in Form LLC-1 have also been made here, under the Converted Entity Information section.
Form LLC-2, the Certificate of Amendment form: There is now a provision for the adoption of a new statement of purpose and it must be signed by at least one manager or at least one member (unless a greater number is provided in the articles of organization).
Form LLC-10, Restated Articles of Organization: The statement of purpose has also changed here and there are no longer lines for the LLC’s addresses and registered agent. If the LLC has not filed a Statement of Information, the LLCs addresses and registered agent listed in the initial articles of organization will not be superseded by the filing of LLC-10.
Form LLC-8, Certificate of Continuation: The statutory reference that appears in item 3 (Reason for Filing) of the form has changed.
Articles of Incorporation containing a statement of conversion: The statutory reference that appears in article VI has changed, and the document needs to be signed by all of the LLC’s members.
Form LLC-5, Application to Register a Foreign Limited Liability Company: You can only register under a foreign name if the foreign LLC’s name isn’t available for use in California, or if the name does not meet California LLC name requirements.
Form LLC-6, Amendment to Registration of a Foreign Limited Liability Company: If the name of the foreign LLC has changed in the original state (or country) where it was formed, a certificate must be included. The use or continued use of an alternate name is permitted only if the foreign LLC’s current name is unavailable, or if the name doesn’t comply with California LLC name requirements listed in §17701.08.

Do you have any additional questions about the new changes made to the California LLC code concerning requirements? Feel free to ask in the comments below. As always, thanks for reading.

-Drake