PACs, or Political Action Committees, is a federal campaign term. In the state of California, however, the term “General Purpose Committee” is used instead of “PAC” when describing a group that receives contributions totaling $1000 or more for the purpose of supporting or opposition state and local candidates and ballot measures.
These are steps needed to take in order to form a General Purpose Committee in California.
First, you must file a Statement of Organization or Form 10. Secondly, once your committee becomes active, it must file a Recipient Committee Campaign Statement or Form 460. Both of these forms can be found on the California Fair Political Practices Commission (FPPC) website (www.fppc.ca.gov/).
The Statement of Organization (Form 410) must be filed with the Secretary of State within 10 days of receiving $1000 or more. This form will require you include the following information:
1) The name of the committee, the treasurer, and each principal officer.
2) The committee’s jurisdiction—city, county, or state.
3) A brief description of the committee’s political activities.
4) And finally, the treasurer’s signature and date.
Later, the Recipient Committee Campaign Statement (Form 460) is filed when the committee becomes “active,” that is, once it starts receiving contributions. This filing requires you to disclose committee expenditures made during reporting periods (as defined and updated by the Commission) and report campaign and pre-election activity. Your committee’s treasurer must review and sign the form before filing with the Secretary of State at the address listed above. The deadlines for filing these disclosure statements are listed on the FPPC website.
In addition, there is a mandatory status review for a general purpose committee. Your committee activity patterns are likely to change and develop over time. And such changes may result in its conversion into a primarily formed committee, small contributor committee, or sponsored committee. You can find more information on those committees on the FPPC website.
Like any campaign committee, there are contribution limits and you should advise yourself of these before receiving contributions or making contributions.
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( 3.3 / 14 )As promised, I will continue to update the blog with findings discovered from actual client questions. A Chicago real estate brokerage recently sought our advice regarding a potential expansion in the California market. The answer to this question is below:
In addition to certain requirements of the California Secretary of State depending on the status of your corporation, to establish a real estate brokerage in California you must comply with regulations set forth by California’s Department of Real Estate ("DRE") to obtain a license with the DRE. To do so the following steps must be completed.
First, secure a licensed California Real Estate Broker who will serve as a corporate officer for your corporation, or secure an officer who has qualified for a broker license by examination in the 12 months prior to applying with the California DRE.
Second, you must complete the Corporate License Application form (RE 201). As part and parcel to completing this application the following documentation will also need to be filed:
1. Corporate Background Statements for any director, chief executive officer, president, first level vice president, secretary, chief financial officer, and subordinate officer with responsibility for forming policy of the corporation and all natural persons owing or controlling more than 10%.
2. Fingerprints for the licensed broker listed as the Broker/ Officer in the Application form (RE 201). California fingerprints can be acquired by filing a LiveScan Service Request (RE 237). Fingerprinting Fees are payable to the outside fingerprinting servicer and will cost $51.
3. Salesperson Change Application (RE 214) for any California-licensed salesperson you will employ to conduct licensed activity as an employee of the corporation.
4. A proof of legal presence document such as a birth certificate, resident alien card, etc. must be submitted with a State Public Benefits Statement (RE 205) for every real estate salesperson, broker, or officer before a license will be issued.
And finally, of course, file the License Application with the DRE with the application fee. Of course you will face other requirements with the California Franchise Tax Board and certain other county licensing issues depending upon your desired location.
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( 3.1 / 48 )For my Clean Tech clients I wanted to update you about a meeting I attended yesterday where Austin Buetner set forth the strategic plan of the Los Angeles Department of Water and Power (the “LADWP”) on June 15, 2010. As you are probably aware, the LADWP is the nation’s largest public utility. Its actions have an immediate economic impact and significant influence on other utilities.
The news stories of today focused more on the high profile elements of the strategic plan, including Buetner’s intentions to sell and leaseback the utility’s iconic downtown headquarters and Buetner’s plan to sell a stake in the utility’s Arizona coal-fired power plant. These, of course, deserve attention, but underlying the grand plans were subtle clues about Buetner’s plans for the utility. My own observations follow.
First, Buetner announced that the utility planned to increase its spending on energy efficiency by 50%, from $50 million in the 2009/2010 fiscal year to $73 million next year. He did not specify where or how and I have a call into the utility to determine how these resources will be deployed. I think this is significant because the sexier elements of the renewable movement such as solar and wind often receive much more attention. But in reality, electricity we never need reduces our carbon emissions immediately. I also tend to believe that the creation of technologies which reduce energy usage in our day-to-day lives can generally be achieved with less capital and fit more neatly into the classic venture capital mold.
Second, Buetner announced that he had invited a German delegation to Los Angeles to discuss feed-in tariffs. This is a very positive step in the right direction. As most of you are probably aware, solar installations in Germany have skyrocketed as a result of the feed-in tariffs and government policy. Germany has become a solar leader, and the adoption of feed-in tariffs similar to those in Germany could lead to similar positive results in Los Angeles, provided that LADWP is committed to providing the necessary funding to incentivize installations.
On the water side of the equation, Buetner announced plans to spend $2 billion over the next ten years to invest in efforts for recycled water, groundwater clean-up, stormwater capture and groundwater storage. He intends for LADWP to capture and develop more water inside of the Los Angeles basin rather than pursuing more water outside of the basin. On the more interesting subjects of how and what technologies might be used to reach these goals, he did not provide any further details or direction. According to LADWP, almost 90% of the water for the city is brought by aqueduct.
For the most ardent proponents of Clean Technology and renewable energy, Buetner’s strategic vision for the LADWP may disappoint. His emphasis on investing in existing infrastructure is well placed and it’s hard to argue against a more studied and continuous approach of investing in renewables. The uncertain existence of the production tax credit for wind energy, for example, has always operated as a cloud over further wind development. With that said, however, Buetner seemed to lack passion on the subject. If transported back to Mulholland’s time, it’s hard to imagine Buetner making a case for a project with the chutzpah and vision of the Owens River Valley. He seemed more concerned on keeping the lowest rates possible rather than bold plans for the future.
To access the LADWP Strategic Plan yourself, visit http://www.ladwpnews.com/posted/1475/Lo ... 659147.pdf
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( 3.3 / 36 )As promised, I am going to continue to post questions that we field from clients with the hope that we are able to help others with similar questions. Of course, every legal matter has extenuating circumstances and we strongly recommend you seek the help of counsel.
A client recently asked us if they could convert a “dormant” California corporation into a limited liability company. This client is a prodigious entrepreneur who had formed an entity for a new business but had never promoted the business. The corporation was technically in good standing but had not ever really been utilized.
The answer is yes . Such conversion is possible, but a dissolution followed by a formation of a new entity may be preferable, depending upon circumstances.
With that said, these are the steps a California corporation needs to follow in order to convert to a limited liability corporation:
First, the corporation must set forth a plan of conversion that meets the requirements under Cal. Corp. Code §1152(a). Second, the plan of conversion then must be approved by the board of the converting corporation and the principal terms must be approved by the outstanding shares of each class of the converting corporation as required by Cal. Corp. Code §1152(b).
Finally, after setting forth a plan of conversion and obtaining approval of the board and the shareholders, a statement of conversion (Form LLC-1A) must be submitted to the California Secretary of State with fees. This form can be found on the California Secretary of State website and will need to be executed and acknowledged by the chairman of the board, the president or any vice president AND the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer.
Of course, there are tax implications involved. Under Cal. Corp Code §1155(e), the Secretary of State will notify the Franchise Tax Board about the conversion. The resulting entity shall be deemed under law to have assumed the liability of the converting corporation and must then be able to prepare and file all tax and information returns and pay any tax liability determined to be due pursuant under law. There are also tax implications for shareholders and we recommend consultation with tax professionals.
This conversion will take effect only if the state laws of both the converting and converted entities expressly permit the conversion and if the conversion complies with any and all other applicable California and foreign laws.
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( 3.2 / 58 )I have decided that more of my blogging should be about lessons learned from client matters and recently a client of mine was sued for non-compliance under the Americans with Disabilities Act and the Unruh Civil Rights Act. The case was filed in the Los Angeles Superior Court.
As you may know, I am an extremely progressive attorney and support the aims and objectives of both Acts, but this procedure even challenged my liberal sensibilities. My client owns a facility built in 1985 and at all times had a handicap parking space at the facility. I saw the blueprints from the original construction. Unfortunately, the law changed in 2007 to require that one of the handicap parking spaces be van-accessible. To be van-accessible requires an EIGHT foot wide loading and unloading access aisle. My client was in compliance with the old requirement of a FIVE foot wide loading and unloading access aisle.
Further, the law does not provide the defendant with a time to cure and plaintiffs are able to sue immediately if they are handicapped and if the facility is out of compliance. Under Unruh, there are minimum statutory damages of $4,000 and the law provides for attorney’s fees. Of course, the attorney’s fees provision is the dangerous provision because if the matter goes to trial then a defendant could potentially be liable for much more.
Fortunately there is a new procedure in the Los Angeles Superior Court where a defendant can apply for a Stay of the Proceeding and for an Early Evaluation Conference. The defendant must order a report from a Certified Access Specialist. As part of the procedure, the plaintiff is required to submit a settlement offer. Since the real the danger, of course, is that the plaintiff’s attorneys will add thousands of dollars of legal fees as the case goes forward, the Early Evaluation Conference provides a fast avenue to force the plaintiff to submit a settlement offer and bring the matter to resolution.
If you are a defendant in a lawsuit like this and have been in good faith compliance with the law, I understand your frustration. If you are out of compliance and the plaintiff will be able to prove that you were out of compliance, I recommend the Stay of Proceeding and Early Evaluation Conference.
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