Assembly Member Davies proposes new mechanisms for Limited Liability Companies (LLCs) to formally certify their existence and authority through legislation that would add Section 17702.08 to California's Corporations Code. The measure allows LLCs to issue standardized certifications containing their legal name, jurisdiction of formation, filing date, good standing status, and a list of authorized representatives.
The certification process requires an acknowledged declaration signed by all current authorized signers, confirming that the LLC's operating agreement and governance documents remain unmodified in ways that would invalidate the certification's representations. Third parties may rely on these certifications when conducting business with the LLC, receiving liability protection if they act without knowledge of any incorrect information. The bill specifies that transactions executed by authorized signers are enforceable against LLC assets, except when the third party knows the signer exceeded their authority.
For real estate matters, the legislation permits recording LLC certifications with county recorders where the property is located, establishing them as public records. While recording is optional for property transfers, county recorders must accept these filings and may charge fees to cover associated costs. The measure allows affected parties to request additional documentation, such as operating agreements or amendments, while maintaining the certification's status as a standalone verification tool.
![]() Phillip ChenR Assemblymember | Committee Member | Not Contacted | |
![]() Blanca RubioD Assemblymember | Committee Member | Not Contacted | |
![]() Laurie DaviesR Assemblymember | Bill Author | Not Contacted | |
![]() Mike FongD Assemblymember | Committee Member | Not Contacted | |
![]() Diane DixonR Assemblymember | Committee Member | Not Contacted |
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Assembly Member Davies proposes new mechanisms for Limited Liability Companies (LLCs) to formally certify their existence and authority through legislation that would add Section 17702.08 to California's Corporations Code. The measure allows LLCs to issue standardized certifications containing their legal name, jurisdiction of formation, filing date, good standing status, and a list of authorized representatives.
The certification process requires an acknowledged declaration signed by all current authorized signers, confirming that the LLC's operating agreement and governance documents remain unmodified in ways that would invalidate the certification's representations. Third parties may rely on these certifications when conducting business with the LLC, receiving liability protection if they act without knowledge of any incorrect information. The bill specifies that transactions executed by authorized signers are enforceable against LLC assets, except when the third party knows the signer exceeded their authority.
For real estate matters, the legislation permits recording LLC certifications with county recorders where the property is located, establishing them as public records. While recording is optional for property transfers, county recorders must accept these filings and may charge fees to cover associated costs. The measure allows affected parties to request additional documentation, such as operating agreements or amendments, while maintaining the certification's status as a standalone verification tool.
![]() Phillip ChenR Assemblymember | Committee Member | Not Contacted | |
![]() Blanca RubioD Assemblymember | Committee Member | Not Contacted | |
![]() Laurie DaviesR Assemblymember | Bill Author | Not Contacted | |
![]() Mike FongD Assemblymember | Committee Member | Not Contacted | |
![]() Diane DixonR Assemblymember | Committee Member | Not Contacted |