Bill
AB 683
Creates a recordable certification that an LLC’s existence and authority are current, identifying authorized signers for use in real property and business transactions.
Status & procedural history
- Introduced: February 14, 2025 (read first time; to print)
- Amendments filed: April 21, 2025 (read second time and amended; re‑referred)
- Current status: Re‑referred to Committee on Business and Finance (April 22, 2025)
- Statutory change: adds Corporations Code section 17702.08
Purpose
- To create a formal, recordable “certification of limited liability company existence and authority” that an LLC can present or record to establish its current existence and to identify persons authorized to act for the LLC.
- To require certain business entities to submit specified business information to the Secretary of State, certified under penalty of perjury.
Key provisions — Certification of LLC existence and authority (new § 17702.08)
- What the certification is: an acknowledged declaration signed by all currently acting authorized signers of the LLC.
- Required contents:
- LLC legal name, jurisdiction of formation, and articles of organization filing date.
- Statement that the LLC is in good standing in its formation jurisdiction and, if applicable, is properly registered to do business where offered.
- A list of persons authorized to act for the LLC as of the certification date.
- For multiple signers, the signature authority rules (whether all or fewer signers are required to act for particular powers).
- A statement that the operating agreement or governing documents have not been revoked, modified, or amended in a way that would make the certification inaccurate.
- Optional contents: excerpts from the operating agreement, amendments, or other governance documents.
- Recording: the certification may be recorded with the county recorder where the LLC’s real property (all or part) is located. County recorders may impose a fee sufficient to cover reasonable recording costs.
Reliance, liability, and enforceability
- Third parties whose interests may be affected may rely on the certification but may also request underlying documentation.
- A person who acts in reliance on the certification without actual knowledge that it’s incorrect is not liable to others for so acting.
- Transactions and liens entered into by an authorized signer and a relying person are enforceable against the LLC’s assets, subject to specified exceptions (text truncated).
Secretary of State reporting requirement
- The bill requires a defined set of “qualified entities” to submit certain business information to the Secretary of State in a form and manner the SOS prescribes.
- “Qualified entity” is defined to include: corporations, foreign corporations, limited partnerships, general partnerships, limited liability companies (domestic and foreign), and trusts.
- Information submitted to the SOS must be certified under penalty of perjury.
Fiscal and legal notes
- The bill expands the scope of perjury by requiring certain filings to be certified under penalty of perjury (creates a state‑mandated local program).
- County recorders are given a new recording duty and fee authority; the bill states no state reimbursement is required under specified constitutional provisions.
- Digest key: Majority vote, no appropriation, fiscal committee review required, local program implications noted.
Who is affected
- LLCs and their authorized signers (formation/records practice; execution of certifications)
- Other business entities defined as “qualified entities” required to report to the Secretary of State
- Third parties relying on certifications (lenders, title companies, buyers, grantees)
- County recorders (recording responsibilities and fee collection)
- Secretary of State (receiving and processing required information)
Considerations
- Creates a streamlined, recorded mechanism to prove LLC existence and authority, increasing predictability for real‑property transactions and third‑party reliance.
- Raises potential criminal exposure for false certifications (perjury) and adds administrative duties for county recorders and the Secretary of State.
- Some details (exceptions to enforceability) are not present in the excerpted text.
Compiled from official sources — confirm details with the bill’s official record.
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