Foreign Limited Liability Companies

Title 2.6, Article 8 deals with foreign limited liability companies under the California Revised Uniform Limited Liability Company Act.

Section 17708.02 provides that the law of the state or other jurisdiction under which a foreign limited liability company is formed governs all four specified items.

Section 17708.02 states that a foreign limited liability company may apply for a certificate of registration to transact business in this state by delivering an application to the Secretary of State for filing on a form prescribed by the Secretary of State. The application has to state six specified items.

Section 17708.03 states that a foreign limited liability company that enters into repeated and successive transactions of business in this state, other than in interstate or foreign commerce, is considered to be transacting intrastate business in this state within the meaning of this article.

Section 17708.04 provides that, unless the Secretary of State determines that an application for a certificate of registration does not comply with the filing requirements of this article, the Secretary of State, upon payment of all required filing fees, is required to file the application of a foreign limited liability company, and issue a certificate of registration to transact intrastate business in this state to the foreign limited liability company or its representative.

Section 17708.05 specifies that a foreign limited liability company whose name does not comply with law does not obtain a certificate of registration until it adopts, for the purpose of transacting intrastate business in this state, an alternate name that complies with the law. A foreign limited liability company that adopts an alternate name under this subdivision and obtains a certificate of registration with the alternate name need not comply with fictitious or assumed name statutes.

After obtaining a certificate of registration with an alternate name, a foreign limited liability company is required to transact intrastate business in this state under the alternate name unless the limited liability company is authorized under fictitious or assumed name statutes to transact intrastate business in this state under another name.

Section 17708.06 provides that, to cancel its registration to transact intrastate business in this state, a foreign limited liability company must deliver to the Secretary of State for filing a certificate of cancellation, signed by a person with authority to do so under the law of the state of its organization, stating all three specified items. The registration is canceled when the certificate of cancellation becomes effective.

Section 17708.07 prohibits a foreign limited liability company transacting intrastate business in this from maintaining an action or proceeding in this state unless it has a certificate of registration to transact intrastate business in this state. The failure of a foreign limited liability company to have a certificate of registration to transact intrastate business in this state does not prevent the foreign limited liability company from defending an action or proceeding in this state.

Section 17708.08 states that, if the members of a foreign limited liability company residing in this state represent 25% or more of the voting interests of the members of that foreign limited liability company, those members are entitled to all information and inspection rights.

Section 17708.09 specifies that the Attorney General may maintain an action to enjoin a foreign limited liability company from transacting intrastate business in this state in violation of this title.