California Legislature—2015–16 Regular Session

Assembly BillNo. 844


Introduced by Assembly Member Bloom

February 26, 2015


An act to amend Sections 2105 and 17708.02 of the Corporations Code, and to amend Section 1524.2 of the Penal Code, relating to search warrants.

LEGISLATIVE COUNSEL’S DIGEST

AB 844, as introduced, Bloom. Search warrants: foreign corporations and foreign limited liability companies.

Existing law prohibits a foreign corporation from transacting intrastate business without a certificate of qualification from the Secretary of State, and requires a statement filed for a certificate of qualification to include, among other things, an agent for service of process within the state. Existing law prohibits a foreign limited liability company transacting intrastate business in this state from maintaining an action or proceeding in this state unless it has a certificate of registration filed with the Secretary of State, and requires an application for a certificate of registration to include, among other things, an agent for service of process.

This bill would specify that a foreign corporation and foreign limited liability company may consent to service of process for a search warrant by email or submission to a designated Internet Web portal.

Vote: majority. Appropriation: no. Fiscal committee: no. State-mandated local program: no.

The people of the State of California do enact as follows:

P2    1

SECTION 1.  

Section 2105 of the Corporations Code is
2amended to read:

3

2105.  

(a) A foreign corporation shall not transact intrastate
4business without having first obtained from the Secretary of State
5a certificate of qualification. To obtain that certificate it shall file,
6on a form prescribed by the Secretary of State, a statement and
7designation signed by a corporate officer or, in the case of a foreign
8association that has no officers, signed by a trustee stating:

9(1) Its name and the state or place of its incorporation or
10organization.

11(2) The street address of its principal executive office.

12(3) The street address of its principal office within this state, if
13any.

14(4) The mailing address of its principal executive office, if
15different from the addresses specified pursuant to paragraphs (2)
16and (3).

17(5) The name of an agent upon whom process directed to the
18corporation may be served within this state. The designation shall
19comply with the provisions of subdivision (b) of Section 1502.

20(6) (A) Its irrevocable consent to service of process directed to
21it upon the agent designated and to service of process on the
22Secretary of State if the agent so designated or the agent’s successor
23is no longer authorized to act or cannot be found at the address
24given.

25(B) Consent under this paragraph extends to service of process
26directed to the foreign corporation’s agent in California for a search
27warrant issued pursuant to Section 1524.2 of the Penal Code, or
28for any other validly issued and properly served search warrant,
29for records or documents that are in the possession of the foreign
30corporation and are located inside or outside of this state. This
31subparagraph shall apply to a foreign corporation that is a party
32or a nonparty to the matter for which the search warrant is sought.
33For purposes of this subparagraph, “properly served” means
34delivered by hand, or in a manner reasonably allowing for proof
35of delivery if delivered by United States mail, overnight delivery
36service, or facsimile to a person or entity listed in Sectionbegin delete 2110.end delete
37begin insert 2110, or any other means specified by the foreign corporation,
38including, but not limited to, email or submission via an Internet
P3    1web portal that the foreign corporation has designated for the
2purpose of service of process.end insert

3(7) If it is a corporation which will be subject to the Insurance
4Code as an insurer, it shall so state that fact.

5(b) Annexed to that statement and designation shall be a
6certificate by an authorized public official of the state or place of
7incorporation of the corporation to the effect that the corporation
8is an existing corporation in good standing in that state or place
9or, in the case of an association, an officers’ certificate stating that
10it is a validly organized and existing business association under
11the laws of a specified foreign jurisdiction.

12(c) Before it may be designated by any foreign corporation as
13its agent for service of process, any corporate agent must comply
14with Section 1505.

15

SEC. 2.  

Section 17708.02 of the Corporations Code is amended
16to read:

17

17708.02.  

(a) A foreign limited liability company may apply
18for a certificate of registration to transact business in this state by
19delivering an application to the Secretary of State for filing on a
20form prescribed by the Secretary of State. The application shall
21state all of the following:

22(1) The name of the foreign limited liability company, and, if
23the name does not comply with Section 17701.08, an alternate
24name adopted pursuant to subdivision (a) of Section 17708.05.

25(2) The state or other jurisdiction under whose law the foreign
26limited liability company is organized and the date of its
27organization in that state or other jurisdiction, and a statement that
28the foreign limited liability company is authorized to exercise its
29powers and privileges in that state or other jurisdiction.

30(3) The street address of the foreign limited liability company’s
31principal office and of its principal business office in this state, if
32any.

33(4) begin insert(A)end insertbegin insertend insert The name and street address of the foreign limited
34liability company’s initial agent for service of process in thisbegin delete state,end delete
35begin insert stateend insert whobegin insert consents to service of processend insertbegin insert andend insert meets the
36qualifications specified in subdivision (c) of Section 17701.13. If
37a corporate agent is designated, only the name of the agent shall
38be set forth.

begin insert

39(B) Consent under this paragraph extends to service of process
40directed to the foreign limited liability company’s agent in
P4    1California for a search warrant issued pursuant to Section 1524.2
2of the Penal Code, or for any other validly issued and properly
3served search warrant, for records or documents that are in the
4possession of the foreign limited liability company and are located
5inside or outside of this state. This subparagraph shall apply to a
6foreign limited liability company that is a party or a nonparty to
7the matter for which the search warrant is sought. For purposes
8of this subparagraph, properly served means delivered by hand,
9or in a manner reasonably allowing for proof of delivery if
10delivered by United States mail, overnight delivery service,
11facsimile, or any other means specified by the foreign limited
12liability company, including email or submission via an Internet
13web portal the foreign limited liability company has designated
14for the purpose of service of process.

end insert

15(5) A statement that the Secretary of State is appointed the agent
16of the foreign limited liability company for service of process if
17the agent has resigned and has not been replaced or if the agent
18cannot be found or served with the exercise of reasonable diligence.

19(6) The mailing address of the foreign limited liability company
20if different than the street address of the principal office, or
21principal business office in this state.

22(b) A foreign limited liability company shall deliver with a
23completed application under subdivision (a) a certificate of
24existence, status, or good standing or a record of similar import
25signed by the Secretary of State or other official having custody
26of the foreign limited liability company’s publicly filed records in
27the state or other jurisdiction under whose law the foreign limited
28liability company is formed.

29(c) The Secretary of State shall include with instructional
30materials, provided in conjunction with registration under
31subdivision (a), a notice that filing the registration will obligate
32the foreign limited liability company to pay an annual tax to the
33Franchise Tax Board pursuant to Section 17941 of the Revenue
34and Taxation Code. That notice shall be updated annually to specify
35the dollar amount of the tax.

36

SEC. 3.  

Section 1524.2 of the Penal Code is amended to read:

37

1524.2.  

(a) As used in this section, the following terms have
38the following meanings:

39(1) The terms “electronic communication services” and “remote
40computing services” shall be construed in accordance with the
P5    1Electronic Communications Privacy Act in Chapter 121
2(commencing with Section 2701) of Part I of Title 18 of the United
3State Code Annotated. This section shall not apply to corporations
4that do not provide those services to the general public.

5(2) An “adverse result” occurs when notification of the existence
6of a search warrant results in:

7(A) Danger to the life or physical safety of an individual.

8(B) A flight from prosecution.

9(C) The destruction of or tampering with evidence.

10(D) The intimidation of potential witnesses.

11(E) Serious jeopardy to an investigation or undue delay of a
12trial.

13(3) “Applicant” refers to the peace officer to whom a search
14warrant is issued pursuant to subdivision (a) of Section 1528.

15(4) “California corporation” refers to any corporation or other
16entity that is subject to Section 102 of the Corporations Code,
17excluding foreign corporations.

18(5) “Foreign corporation” refers to any corporation that is
19qualified to do business in this state pursuant to Section 2105 of
20the Corporations Code.

21(6) “Properly served” means that a search warrant has been
22delivered by hand, or in a manner reasonably allowing for proof
23of delivery if delivered by United States mail, overnight delivery
24service, or facsimile to a person or entity listed in Section 2110 of
25the Corporationsbegin delete Code.end deletebegin insert Code, or any other means specified by the
26recipient of the search warrant, including email or submission via
27an Internet web portal that the recipientend insert
begin insert has designated for the
28purpose of service of process.end insert

29(b) The following provisions shall apply to any search warrant
30issued pursuant to this chapter allowing a search for records that
31are in the actual or constructive possession of a foreign corporation
32that provides electronic communication services or remote
33computing services to the general public, where those records
34would reveal the identity of the customers using those services,
35data stored by, or on behalf of, the customer, the customer’s usage
36of those services, the recipient or destination of communications
37sent to or from those customers, or the content of those
38communications.

39(1) When properly served with a search warrant issued by the
40California court, a foreign corporation subject to this section shall
P6    1provide to the applicant, all records sought pursuant to that warrant
2within five business days of receipt, including those records
3maintained or located outside this state.

4(2) Where the applicant makes a showing and the magistrate
5finds that failure to produce records within less than five business
6days would cause an adverse result, the warrant may require
7production of records within less than five business days. A court
8may reasonably extend the time required for production of the
9records upon finding that the foreign corporation has shown good
10cause for that extension and that an extension of time would not
11cause an adverse result.

12(3) A foreign corporation seeking to quash the warrant must
13seek relief from the court that issued the warrant within the time
14required for production of records pursuant to this section. The
15issuing court shall hear and decide that motion no later than five
16court days after the motion is filed.

17(4) The foreign corporation shall verify the authenticity of
18records that it produces by providing an affidavit that complies
19with the requirements set forth in Section 1561 of the Evidence
20Code. Those records shall be admissible in evidence as set forth
21in Section 1562 of the Evidence Code.

22(c) A California corporation that provides electronic
23communication services or remote computing services to the
24general public, when served with a warrant issued by another state
25to produce records that would reveal the identity of the customers
26using those services, data stored by, or on behalf of, the customer,
27the customer’s usage of those services, the recipient or destination
28of communications sent to or from those customers, or the content
29of those communications, shall produce those records as if that
30warrant had been issued by a California court.

31(d) No cause of action shall lie against any foreign or California
32corporation subject to this section, its officers, employees, agents,
33or other specified persons for providing records, information,
34facilities, or assistance in accordance with the terms of a warrant
35issued pursuant to this chapter.



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