Cal. Codes » Corporations Code / TITLE 2.6. CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT / ARTICLE 13. Miscellaneous Provisions
California Codes

Cal. Corporations Code § 17713.10 (2026)

Miscellaneous Provisions — California Revised Uniform Limited Liability Company Act

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(a)A limited liability company that (1) fails to file a statement pursuant to Section 17702.09 for an applicable filing period, (2) has not filed a statement pursuant to Section 17702.09 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 17713.09 for the same filing period, shall be subject to suspension pursuant to this section rather than to penalty pursuant to Section 17713.09.

(b)When subdivision (a) is applicable, the Secretary of State shall notify the limited liability company that its powers, rights, and privileges will be suspended after 60 days if it fails to file a statement pursuant to Section 17702.09.

(c)After the expiration of the 60-day period without any statement filed pursuant to Section 17702.09, the Secretary of State shall notify the Franchise Tax Board of the suspension, and shall provide a notice of the suspension to the limited liability company and thereupon, except for the purpose of amending the articles of organization to set forth a new name, the powers, rights, and privileges of the limited liability company are suspended.

(d)A statement pursuant to Section 17702.09 may be filed notwithstanding suspension of the powers, rights, and privileges pursuant to this section or Section 23301 or 23301.5 of the Revenue and Taxation Code. Upon the filing of a statement pursuant to Section 17702.09 by a limited liability company that has suffered suspension pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the limited liability company may thereupon be relieved from suspension unless the limited liability company is held in suspension by the Franchise Tax Board by reason of Section 23301 or 23301.5 of the Revenue and Taxation Code.

Notes of Decisions
Cited in 1 case (1 in the last 5 years), 2023–2023 · leading case: Axis Ent. v. Yari, No. B319669 (Cal. Ct. App. July 13, 2023).
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Axis Ent. v. Yari, No. B319669 (Cal. Ct. App. July 13, 2023). “& Tax. Code, §§ 23301, 23301.5, 23305.5.) The Secretary of State may suspend a limited liability company’s powers, rights, and privileges if it fails to file the required statement of information.”
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