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In 2022, the California legislature amended several provisions of the California Revised Uniform Limited Liability Company Act, including Section 17702.01 which lists what must be included in the articles of organization of a California limited liability company. 2022 Cal. Stats. ch. 617. Before this change, the articles were required to specify the street address of the initial "designated office" of the LLC. For California LLCs , the "designated office" is the the office that the LLC is required to designate and maintain pursuant to Section 17701.13". Cal. Corp. Code § 17701.02(e)(1). Section 17701.13(a)(1) requires a California LLC to designate and continuously maintain in California an office, which need not be a place of business activity.
The amendments, which took effect on January 1, 2023, substituted the word "principal" for "designated" in the statute.
This was not just a change in terminology. The RULLCA circularly defines "principal office" as the principal office of an LLC "whether or not the office is located in this state". Thus, a significant difference between a "designated office" and a "principal office" of a California is that the former must located in California while the latter does not. Accordingly, California LLCs are no longer required to disclose a California office address in their initial articles of organization.
However, California LLCs must still designate and maintain an office in California pursuant to Section 17701.13(a)(1) and this office must be disclosed in their initial and biennial statements of information pursuant to Section 17702.09(a)(2).
If this were not sufficiently confusing, the PDF form on the Secretary of State's website has not yet been updated to delete the reference in Item 2(a) to "designated office" and is prepopulated with "CA" in the address.
The same 2022 legislation deleted "executive" from references to offices in the General Corporation Law. See Was "Principal Executive Office" A Grave Tautology? and Do These 2022 Legislative Changes Require A Bylaw Refresh?
The title of today's post was inspired by the "Little Big Dog Trail Run" race that I participated in last January at the beautiful Kershaw Ryan State Park in Caliente, Nevada.
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