AB 683: Business entities: limited liability companies.

17702.08.

(a) A limited liability company may present to a licensed escrow agent, as described in Chapter 2 (commencing with Section 17200) of Division 6 of the Financial Code, a licensed real estate broker, as defined in Section 10015 of the Business and Professions Code, and a title insurance company or underwritten title company, as described in Section 12400.5 any person or entity engaged in the business of title insurance, as defined in Section 12340.3 of the Insurance Code, a certification of limited liability company existence and authority to establish the present existence of the limited liability company and to identify those with authority to act on behalf of the limited liability company.

(b) The certification of limited liability company existence and authority shall confirm the following facts and contain the following information:

(1) The legal name of the limited liability company.

(2) The jurisdiction in which the limited liability company was formed.

(3) The date of filing of the limited liability company’s articles of organization.

(4) That the limited liability company is currently in good standing in its state of organization and, if necessary, that it is properly registered to do business in the state where the certification is being offered.

(5) A list of persons authorized to act on behalf of the limited liability company as of the date of completion of the certification.

(6) When there are multiple authorized signers, the signature authority of the authorized signers, indicating whether all, or less than all, of the currently acting authorized signers are required to sign in order to exercise various powers of the limited liability company.

(c) The certification shall contain a statement that the limited liability company’s operating agreement or other governance documents have not been revoked, modified, or amended in any manner that would cause the representations contained in the certification of limited liability company existence and authority to be incorrect and shall contain a statement that it is being signed by all of the currently acting authorized signers of the limited liability company. The certification shall be in the form of an acknowledged declaration signed by all currently acting authorized signers of the limited liability company. The certification signed by the currently acting authorized signers may be recorded in the office of the county recorder in the county where all or a portion of the limited liability company’s real property is located.

(d) The certification of limited liability company existence and authority may, but is not required to, include excerpts from the original operating agreement, any amendments thereto, and any other documents evidencing or pertaining to the entity.

(e) A person whose interest is, or may be, affected by the certification of limited liability company existence and authority may directly or, through a person or entity described in subdivision (a) acting on the person’s behalf in the transaction, indirectly rely on the representations in the certification, but is not required to do so and may require that the individual offering or recording the certification of limited liability company existence and authority provide copies of the original operating agreement, any amendments thereto, and any other documents that designate, evidence, or pertain to the entity or confer upon the entity and authorized signer the power to act in the pending transaction, or both.

(f) A person who acts in reliance reliance, whether directly or indirectly as described in subdivision (e), upon a certification of limited liability company existence and authority without actual knowledge that the representations contained therein are incorrect is not liable to any person for so acting. A person who does not have actual knowledge that the facts contained in the certification of limited liability company existence and authority are incorrect may assume without inquiry the existence of the facts contained in the certification of limited liability company existence and authority. Actual knowledge shall not be inferred solely from the fact that a copy of all or part of the limited liability company’s operating agreement, articles of organization, or other supporting documentation is held by the person relying upon the limited liability company existence and authority certification. Any transaction, and any lien created thereby, entered into by the limited liability company’s authorized signer and a person acting in reliance reliance, whether directly or indirectly as described in subdivision (e), upon a certification of limited liability company existence and authority shall be enforceable against the limited liability company assets. However, if the person has actual knowledge that the limited liability company’s authorized signer is acting outside the scope of the limited liability company’s operating agreement, then the transaction is not enforceable against the limited liability company assets.

(g) Any person may record a certification of limited liability company existence and authority that relates to an interest in real property in the office of the county recorder in any county in which all or a portion of the real property is located. The county recorder shall impose any fee prescribed by law for recording that document sufficient to cover all its reasonable costs incurred by the county in recording the document. The recorded certification of limited liability company existence and authority shall be a public record of the real property involved. This subdivision does not create a requirement to record a certification of limited liability company existence and authority in conjunction with the recordation of a transfer of title of real property involving a limited liability company.