June 1, 2023

Volume XIII, Number 152

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California Proposes Its Own Corporate Transparency Act For Non-California Corporations And Limited Liability Companies

Earlier this week, Senator Melissa Hurtado amended her placeholding bill, SB 738, to flesh out her proposed Corporate Transparency Act.  As amended, the bill would require foreign corporations that register to transact intrastate business with the Secretary of State to disclose specified information with respect to their "beneficial owners".   Because the bill defines "beneficial owner" as "a natural person who owns, directly or indirectly, 50 percent or more of the equity interest of a foreign corporation", the onus of the bill is likely to fall on small and closely held businesses.  If disclosure is required, the corporation must disclose the owner's:

  • Full legal name;

  • Residential or business address; and

  • Email address, if applicable.

It is unclear what a foreign corporation can, or must, do if a shareholder's shareholder declines to provide this information.  The reference to "equity interest" is also vague and unclear. 

The bill would impose similar requirements on foreign limited liability companies registering to transact intrastate business.

© 2010-2023 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XIII, Number 82
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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