Section 21904 - Preclearance of Documents(a) Definitions. As used in this section, the following words shall have the following definitions.
(1) "Business day" is a day Monday through Friday from 8:00 a.m. to 5:00 p.m., Pacific Time, excluding state holidays on which the Secretary of State is closed for business.(2) "Customer" is a customer of the Secretary of State and includes, but is not limited to, a principal, agent, messenger or attorney.(3) "Eligible document" is a document submitted to the Secretary of State pursuant to the California Corporations Code, the California Financial Code, or the California Insurance Code.(4) "Filing response" is a written response prepared by the Secretary of State when documents submitted for filing are returned without filing due to the fact that the document is found not to conform to the law.(5) "Preclearance" is a determination by the Secretary of State, made in writing, that an eligible document submitted for review prior to an intended filing date, conforms to law within the meaning of the applicable sections of the code under which it is intended to be filed, and will be filed when the eligible document is submitted for filing, if the requirements set forth in paragraph (2) of subdivision (d) are satisfied and the Secretary of State is able to make the determinations set forth in paragraph (3) of subdivision (d).(6) "Precleared document" is a document that has received a preclearance from the Secretary of State within the last 6 months pursuant to section 21904 of these regulations. Any change to the entity record invalidates the precleared document.(7) "Preclearance response" is a written response prepared by the Secretary of State to a request for preclearance.(8) "Preclearance version" is the form of an eligible document that is submitted to the Secretary of State for preclearance.(b) The Secretary of State in providing preclearance services for a fee established pursuant to this section, if such services do not cause disruption or delay in the process of normal handling of documents, may suspend all or any portion of the preclearance services, as set forth in this section, when deemed necessary due to a high volume of workload, staff shortages or equipment malfunction. Notice of the suspension of all or any portion of the preclearance services shall be communicated to the public in a reasonable manner. Suspension of all or any portion of the preclearance services may be for a specified or indefinite period of time, as denoted in the notice.(c) Documents submitted for preclearance shall occur as described in this subdivision. (1) To submit an eligible document for preclearance a customer shall personally deliver to the Sacramento office of the Secretary of State the following:(A) One copy of the eligible document in the form for which preclearance is sought;(B) Requisite preclearance fee, as provided in paragraph (8) of subdivision (c);(C) Requisite Secretary of State prescribed cover sheet including a statement as to the preferred means of delivery of the preclearance response, as provided in paragraph (9) of subdivision (c); and(D) Name and telephone number of the customer to whom questions, if any, regarding the document or service requested may be directed.(2) An eligible document submitted to the Secretary of State for preclearance shall contain the name of the entity. An eligible document may be submitted to the Secretary of State for preclearance with designated blank spaces for information that does not affect the determination of the Secretary of State as to whether the eligible document will conform to law when it is properly completed, signed and, if required, acknowledged or verified. Such information may include, but is not limited to, names of executing officers, required signatures, and dollar amounts.(3) After receipt of an eligible document for preclearance, the Secretary of State shall issue a preclearance response within the time period for the requested class of service, as provided in paragraph (7) of subdivision (c). The Secretary of State shall deliver the preclearance response by the requested means of delivery, as provided in paragraph (9) of subdivision (c). The Secretary of State shall not be responsible for ensuring that the preclearance response is delivered within the time period for the requested class of service, as delivery may take additional time to reach a customer due to the means of delivery or the fact that the customer is not available to receive it.(4) When preclearance of an eligible document is denied, the Secretary of State shall state in the preclearance response the reason or reasons for the denial of preclearance.(5) If it appears to the Secretary of State that a preclearance response cannot be issued within the time period for the requested class of service, the Secretary of State shall contact the customer concerning the appropriate action to be taken, and refund the preclearance fee, if the customer requests return of an eligible document without a preclearance response.(6) A customer may resubmit a revised version of an eligible document that was previously submitted for preclearance, in accordance with the procedures set forth above, one or more times, provided that the applicable fee accompanies each submission. To assist the Secretary of State in reviewing the eligible document for a 4-hour expedite, a customer shall submit the preclearance response with the revised version of the eligible document.(7) A preclearance response shall be issued within twenty-four (24) hours of receipt by the Secretary of State of an eligible document, excluding weekends and state holidays in which the Secretary of State is closed for business.(8) The preclearance fee shall be $500.(9) Delivery of a preclearance response pursuant to subsection (C) of paragraph (1) of subdivision (c) shall be by one of the following means: (A) The preclearance response shall be available at the Sacramento office of the Secretary of State for the customer to collect in person;(B) The preclearance response shall be transmitted by electronic mail, if an electronic mail address provided by the customer accompanies the preclearance request;(C) The preclearance response shall be placed in the mail to be delivered by overnight courier, if a prepaid, pre-addressed overnight courier envelope provided by the customer accompanies the request for preclearance; or(D) The preclearance response shall be placed in the mail to be delivered by the United States Postal Service first class mail.(d) Precleared documents shall be filed as described in this subdivision. (1) A precleared document may be submitted to the Secretary of State for filing through the normal filing process, special handling provisions provided for in section 21903 of these regulations or expedited filing provisions provided for in section 21905 of these regulations.(2) To submit a precleared document for filing with the Secretary of State, a customer shall submit the following:(A) Completed document, containing the required signatures;(B) The preclearance approval number;(C) The precleared document is required if submitting for a 4-hour expedite;(D) Requisite filing fee; and(E) Requisite special handling fee or expedited filing fee, if applicable.(3) The review of a completed document that has received a preclearance shall generally be limited to the following determinations:(A) Whether any changes have been made to the document since the preclearance was issued;(B) Whether all designated blank spaces, if any, in the preclearance version have been completed and, if not, whether the failure to complete such information causes the document not to conform to law; and(C) Whether the eligible document has been signed and, to the extent required by law, verified or acknowledged, in accordance with the applicable provisions related to its execution.(4) If the Secretary of State determines that a precleared document submitted for filing does not conform to law, the filing response shall state the reason or reasons for the return of the document.Cal. Code Regs. Tit. 2, § 21904
1. Amendment of subsection (e) filed 12-23-80; effective thirtieth day thereafter (Register 80, No. 52).
2. Amendment filed 2-15-85; effective thirtieth day thereafter (Register 85, No. 7).
3. Amendment filed 9-14-89; operative 1-1-90 (Register 89, No. 37).
4. Adoption of subsections (b)(5)-(7) and amendment of subsections (c) and (d) filed 10-31-91 as emergency; operative 12-1-91 (Register 92, No. 7). A Certificate of Compliance must be transmitted to OAL 3-30-92 or emergency language will be repealed by operation of law on the following day.
5. Certificate of Compliance as to 10-31-91 order including editorial correction of subsection (b)(7) transmitted to OAL 2-11-92 and filed 3-24-92 (Register 92, No. 15).
6. Repealer and new section filed 10-31-97; operative 10-31-97 pursuant to Government Code section 11343.4(d) (Register 97, No. 44).
7. Renumbering of former section 21904 to section 21903 and new section 21904 filed 8-29-2000; operative 9-28-2000 (Register 2000, No. 35).
8. Amendment of subsections (a)(3), (a)(5)-(6), (c)(1)(A), (c)(2) and (d)(2)(A) and amendment of NOTE filed 9-7-2006; operative 9-7-2006 pursuant to Government Code section 11343.4 (Register 2006, No. 36).
9. Amendment of subsections (a)(1) and (c)(1) and new subsections (c)(10)-(11) filed 9-13-2018; operative 9-15-2018 pursuant to Government Code section 11343.4(b)(3) (Register 2018, No. 37).
10. Amendment filed 3-30-2022; operative 4-7-2022 pursuant to Government Code section 11343.4(b)(3) (Register 2022, No. 13). Note: Authority cited: Section 12182, Government Code; Budget Act, ch. 47, Stat. of 2006; and Section 17.1, Corporations Code. Reference: Section 12182, Government Code; and Section 17.1, Corporations Code.
1. Amendment of subsection (e) filed 12-23-80; effective thirtieth day thereafter (Register 80, No. 52).
2. Amendment filed 2-15-85; effective thirtieth day thereafter (Register 85, No. 7).
3. Amendment filed 9-14-89; operative 1-1-90 (Register 89, No. 37).
4. Adoption of subsections (b)(5)-(7) and amendment of subsections (c) and (d) filed 10-31-91 as emergency; operative 12-1-91 (Register 92, No. 7). A Certificate of Compliance must be transmitted to OAL 3-30-92 or emergency language will be repealed by operation of law on the following day.
5. Certificate of Compliance as to 10-31-91 order including editorial correction of subsection (b)(7) transmitted to OAL 2-11-92 and filed 3-24-92 (Register 92, No. 15).
6. Repealer and new section filed 10-31-97; operative 10-31-97 pursuant to Government Code section 11343.4(d) (Register 97, No. 44).
7. Renumbering of former section 21904 to section 21903 and new section 21904 filed 8-29-2000; operative 9-28-2000 (Register 2000, No. 35).
8. Amendment of subsections (a)(3), (a)(5)-(6), (c)(1)(A), (c)(2) and (d)(2)(A) and amendment of Note filed 9-7-2006; operative 9-7-2006 pursuant to Government Code section 11343.4 (Register 2006, No. 36).
9. Amendment of subsections (a)(1) and (c)(1) and new subsections (c)(10)-(11) filed 9-13-2018; operative 9/15/2018 pursuant to Government Code section 11343.4(b)(3) (Register 2018, No. 37).
10. Amendment filed 3-30-2022; operative 4/7/2022 pursuant to Government Code section 11343.4(b)(3) (Register 2022, No. 13).