SB 323 Summary

• Repeals the Beverly-Killea Limited Liability Company Act (Title 2.5) effective January 1, 2014, and enacts the California Revised Uniform Limited LIABILITY Company Act (Title 2.6) to modernize LLC governance and operations.

• Distinguishes between manager-managed and member-managed LLCs, with fiduciary duties imposed only on those in control; allows operating agreements to be oral, written, in a record, or implied.

• Authorizes the Secretary of State to issue certificates of registration for foreign LLCs and provides procedures for member dissociation, including events that trigger dissociation and its effects on membership rights.

• Establishes comprehensive provisions for LLC mergers and conversions with other business entities, including approval requirements, dissenters' rights to purchase interests at fair market value, and procedures for foreign LLC involvement.

• Requires LLCs to maintain designated offices and agents for service of process in California; establishes member inspection and information rights, including financial statements and tax returns for larger LLCs.