California Revised Uniform Limited Liability Company ActFormation: Articles of Organization and Other Filings

Section § 17702.01

Explanation

If you want to start a Limited Liability Company (LLC) in California, one or more people can sign and file articles of organization with the Secretary of State. These articles must say that the LLC is for any legal activity, provide the LLC's name, principal office address, mailing address (if different), and the initial agent for legal services. If the LLC will be manager-managed or single-manager-managed, that must be stated too. Once filed, the LLC is officially formed. If the payment for filing doesn’t go through, the Secretary of State can cancel the filing after giving two notices. Additionally, filing the articles commits the LLC to pay an annual tax, as specified by the Franchise Tax Board.

(a)CA Corporations Code § 17702.01(a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing articles of organization on a form prescribed by the Secretary of State.
(b)CA Corporations Code § 17702.01(b) The articles of organization shall state all of the following:
(1)CA Corporations Code § 17702.01(b)(1) A statement that the purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under this title.
(2)CA Corporations Code § 17702.01(b)(2) The name of the limited liability company, which shall comply with Section 17701.08.
(3)CA Corporations Code § 17702.01(b)(3) The street address of the initial principal office and the mailing address of the limited liability company if different from the street address of the initial principal office.
(4)CA Corporations Code § 17702.01(b)(4) The name and street address of the initial agent for service of process of the limited liability company who meets the qualifications specified in subdivision (c) of Section 17701.13. If a corporate agent is designated, only the name of the agent shall be set forth.
(5)CA Corporations Code § 17702.01(b)(5) If the limited liability company is to be manager-managed, the articles of organization shall contain a statement to that effect.
(6)CA Corporations Code § 17702.01(b)(6) If the limited liability company is to be managed by only one manager, the articles of organization shall contain a statement to that effect.
(c)CA Corporations Code § 17702.01(c) Subject to subdivision (c) of Section 17701.12, articles of organization may also contain any other provision not inconsistent with law other than those provisions required by subdivision (b).
(d)CA Corporations Code § 17702.01(d) A limited liability company is formed when the Secretary of State has filed the articles of organization.
(e)CA Corporations Code § 17702.01(e) Except in a proceeding by this state to dissolve a limited liability company, the filing of the articles of organization by the Secretary of State is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
(f)CA Corporations Code § 17702.01(f) The Secretary of State may cancel the filing of the articles of organization, including articles effecting a conversion, if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Within 90 days of receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give a first written notice of the applicability of this subdivision to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier’s check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall thereupon be effective. The second notice shall be given 20 days or more after the first notice.
(g)CA Corporations Code § 17702.01(g) The Secretary of State shall include with the instructional materials, provided in conjunction with the form for filing the articles of organization under subdivision (a), a notice that filing the registration will obligate the limited liability company to pay an annual tax for that taxable year to the Franchise Tax Board pursuant to Section 17941 of the Revenue and Taxation Code. That notice shall be updated annually to specify the dollar amount of the tax.
Limited Liability Company organizers articles of organization ...

Section § 17702.02

Explanation

This part of the law explains how a limited liability company (LLC) in California can make changes to its foundational document called the 'articles of organization'. If an LLC wants to amend or completely restate its articles, it needs to submit specific forms to the Secretary of State, detailing current information and any changes. Amendments take effect once filed, and must be signed by a manager or member of the LLC. If anyone managing the LLC knows the articles contain incorrect information, they are required to update them quickly. However, changes to addresses or the agent for service need different forms under another section.

(a)CA Corporations Code § 17702.02(a) The articles of organization may be amended or restated at any time.
(b)CA Corporations Code § 17702.02(b) To amend its articles of organization, a limited liability company shall deliver to the Secretary of State a certificate of amendment, on a form prescribed by the Secretary of State for filing, stating all of the following:
(1)CA Corporations Code § 17702.02(b)(1) The present name of the limited liability company.
(2)CA Corporations Code § 17702.02(b)(2) The Secretary of State’s file number for the limited liability company.
(3)CA Corporations Code § 17702.02(b)(3) The changes the amendment makes to the articles of organization as most recently amended or restated.
(c)CA Corporations Code § 17702.02(c) To restate its articles of organization, a limited liability company shall deliver to the Secretary of State for filing, on a form prescribed by the Secretary of State entitled “Restated Articles of Organization,” stating, as applicable, the following:
(1)CA Corporations Code § 17702.02(c)(1) The present name of the limited liability company and the Secretary of State’s file number for the limited liability company.
(2)CA Corporations Code § 17702.02(c)(2) The entire text of the articles of organization as amended to the date of filing, except that if the limited liability company has filed a statement of information under Section 17702.09, the initial street address, the initial mailing address, and the name and address of the initial agent for service of process shall not be set forth.
(d)CA Corporations Code § 17702.02(d) Subject to subdivision (c) of Section 17701.12 and subdivision (c) of Section 17702.05, an amendment to or restatement of the articles of organization is effective when filed by the Secretary of State and shall be duly executed by at least one manager of a manager-managed limited liability company or at least one member of a member-managed limited liability company unless a greater number is provided in the articles of organization.
(e)CA Corporations Code § 17702.02(e) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in filed articles of organization was inaccurate when the articles were filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly do the following:
(1)CA Corporations Code § 17702.02(e)(1) Cause the articles to be amended.
(2)CA Corporations Code § 17702.02(e)(2) If appropriate, deliver to the Secretary of State for filing a statement of information under Section 17701.14 or a certificate of correction under Section 17702.06.
(f)CA Corporations Code § 17702.02(f) A limited liability company shall not amend its articles of organization pursuant to subdivision (b) or restate its articles of organization pursuant to subdivision (c) in order to change its principal office, its mailing address, its agent for service of process, or the address of its agent for service of process. To change that information, the limited liability company shall deliver to the Secretary of State for filing a statement of information under Section 17701.14.
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Section § 17702.03

Explanation

This law section explains who needs to sign important documents that a limited liability company (LLC) sends to the Secretary of State. Normally, it should be signed by someone who has the company’s permission. For starting a new LLC, at least one organizer must sign. If an LLC has shut down and has no members, the person handling the closure should sign. If certain organizers are deceased, their representative can sign on their behalf. For cancellations and corrections, origal signatories or agents can sign. Copies of these documents can be recorded at a county recorder's office. If the Secretary of State returns a document saying it doesn’t follow the rules, an attorney can argue why it should be approved when resubmitting it.

(a)CA Corporations Code § 17702.03(a) A record delivered to the Secretary of State for filing pursuant to this title shall be signed as follows:
(1)CA Corporations Code § 17702.03(a)(1) Except as otherwise expressly provided in this title and in this subdivision, a record signed on behalf of a limited liability company shall be signed by a person authorized by the limited liability company.
(2)CA Corporations Code § 17702.03(a)(2) A limited liability company’s initial articles of organization shall be signed by at least one person acting as an organizer.
(3)CA Corporations Code § 17702.03(a)(3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the limited liability company’s activities or a person appointed under Section 17707.04 to wind up those activities.
(4)CA Corporations Code § 17702.03(a)(4) A certificate of cancellation under Section 17707.02 shall be signed by each organizer that signed the initial articles of organization, but a personal representative of a deceased or incompetent organizer may sign in the place of the decedent or incompetent.
(5)CA Corporations Code § 17702.03(a)(5) A certificate of cancellation under Section 17707.08 shall be signed in accordance with paragraph (1) of subdivision (b) of Section 17707.08.
(6)CA Corporations Code § 17702.03(a)(6) A certificate of correction shall be executed in the same manner in which the record being corrected was required to be executed.
(b)CA Corporations Code § 17702.03(b) Except as otherwise expressly provided in this title and in subdivision (a), any record filed under this title may be signed by an agent.
(c)CA Corporations Code § 17702.03(c) A limited liability company may record in the office of the county recorder of any county in this state, and county recorders, on request, shall record a certified copy of the limited liability company articles of organization and any exhibit or attachment, or any amendment or correction thereto, that has been filed in the office of the Secretary of State. A foreign limited liability company may record in the office of the county recorder of any county in the state a certified copy of the application for registration of the foreign limited liability company, or any amendment thereto, that has been filed in the office of the Secretary of State. The recording shall create a conclusive presumption in favor of any bona fide purchaser or encumbrancer for value of the limited liability company real property located in the county in which the certified copy has been recorded, of the statements contained therein.
(d)CA Corporations Code § 17702.03(d) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to the law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of a member of the State Bar of California submitting the instrument or representing the person submitting it, to the effect that the specific provisions of the instrument objected to by the Secretary of State do conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law, other than the application of Sections 17701.08, 17701.09, 17708.02, and 17708.03, upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission.
limited liability company Secretary of State LLC filing ...

Section § 17702.04

Explanation

If someone is supposed to sign and submit a document to the Secretary of State in California but doesn't, another person affected by this can ask the court for help. The court can order the person to sign or deliver the document, or allow the document to be filed without a signature. Also, if the person asking for the court's help isn't the business related to the document, they must include the business as part of the legal action.

(a)CA Corporations Code § 17702.04(a) If a person required by this title to sign a record or deliver a record to the Secretary of State for filing under this title does not do so, any other person that is aggrieved may petition the superior court to order any of the following:
(1)CA Corporations Code § 17702.04(a)(1) The person to sign the record.
(2)CA Corporations Code § 17702.04(a)(2) The person to deliver the record to the Secretary of State for filing.
(3)CA Corporations Code § 17702.04(a)(3) The Secretary of State to file the record unsigned.
(b)CA Corporations Code § 17702.04(b) If a petitioner under subdivision (a) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the limited liability company a party to the action.
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Section § 17702.05

Explanation

This section talks about how business records should be submitted to the California Secretary of State for approval and filing. The record needs a clear title explaining its purpose and must follow the state's rules for submission. Once submitted and fees are paid, it gets filed unless laws aren't followed. People can request and pay for a certified copy of the record. Most records can choose a start date that is delayed, but it can't be more than 90 days after it's filed. If a delay is chosen, a certificate can cancel it before it starts. For mergers, only one party needs to file a cancellation if they change their minds. If nothing is done, the record or merger becomes active on the planned date.

(a)CA Corporations Code § 17702.05(a) A record authorized or required to be delivered to the Secretary of State for filing under this title shall be captioned to describe the record’s purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. If the filing fees have been paid, unless the Secretary of State determines that a record does not comply with applicable laws, the Secretary of State shall file the record.
(b)CA Corporations Code § 17702.05(b) Upon request and payment of the requisite fee, the Secretary of State shall send to the requester a certified copy of a requested record.
(c)CA Corporations Code § 17702.05(c) Except for original articles of organization and except as otherwise provided in Sections 17701.14 and 17702.06, a record delivered to the Secretary of State for filing under this title may specify a delayed effective date. Subject to Section 17702.06, a record filed by the Secretary of State is effective as follows:
(1)CA Corporations Code § 17702.05(c)(1) If the record does not specify a delayed effective date, on the date the record is filed as evidenced by the Secretary of State’s endorsement of the date on the record.
(2)CA Corporations Code § 17702.05(c)(2) If the record specifies a delayed effective date, on the date specified in the record. A delayed effective date specified in the record shall not be more than 90 days after the date the record is filed.
(d)CA Corporations Code § 17702.05(d) In the case of a delayed effective date, the instrument may be prevented from becoming effective by a certificate stating that by appropriate action it has been revoked and is null and void. This certificate shall be executed in the same manner as the original instrument and shall be filed before the delayed effective date.
(e)CA Corporations Code § 17702.05(e) In the case of a merger agreement or certificate of merger, a certificate revoking the earlier filing need only be executed on behalf of one of the constituent parties to the merger. If no revocation certificate is filed, the instrument becomes effective on the date specified.
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Section § 17702.06

Explanation

If a limited liability company (LLC) or foreign LLC realizes that a document they filed with the Secretary of State had mistakes or errors, they can file a 'certificate of correction' to fix those issues. This correction form can't set a later effective date and must include specific details, like the company's current name, the original document's title and date, details of what's wrong, and necessary corrections. The process to correct the document follows the same signing rules as the original. Once the correction is filed, it works as if it had been correct all along, unless someone relied on the incorrect version to their detriment.

(a)CA Corporations Code § 17702.06(a) A limited liability company or foreign limited liability company may deliver to the Secretary of State for filing a certificate of correction on a form prescribed by the Secretary of State to correct a record previously delivered by the limited liability company or foreign limited liability company to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained inaccurate information or was defectively signed.
(b)CA Corporations Code § 17702.06(b) A certificate of correction under subdivision (a) may not state a delayed effective date and shall do all of the following:
(1)CA Corporations Code § 17702.06(b)(1) State the present name of the limited liability company or foreign limited liability company and the Secretary of State’s file number.
(2)CA Corporations Code § 17702.06(b)(2) Describe the title to the document to be corrected, including its filing date.
(3)CA Corporations Code § 17702.06(b)(3) Set forth the name of each party to the document to be corrected.
(4)CA Corporations Code § 17702.06(b)(4) Specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective.
(5)CA Corporations Code § 17702.06(b)(5) Correct the defective signature or inaccurate information.
(c)CA Corporations Code § 17702.06(c) A certificate of correction shall be executed in the same manner in which the record being corrected was required to be executed.
(d)CA Corporations Code § 17702.06(d) When filed by the Secretary of State, a certificate of correction under subdivision (a) is effective retroactively as of the effective date of the record the certificate corrects, but the statement is effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect.
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Section § 17702.07

Explanation

If a record filed with the Secretary of State in California contains incorrect information, anyone harmed by relying on that information can seek compensation from the person who knowingly signed it, or from certain members or managers of the limited liability company who had enough time to correct the error but didn't. If a company's operating agreement assigns responsibility for maintaining accurate records to specific members, only those members are liable, not the member relieved of this duty. Additionally, anyone signing these records confirms their accuracy under penalty of perjury.

(a)CA Corporations Code § 17702.07(a) If a record delivered to the Secretary of State for filing under this title and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from the following:
(1)CA Corporations Code § 17702.07(a)(1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed.
(2)CA Corporations Code § 17702.07(a)(2) Subject to subdivision (b), a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if all of the following apply:
(A)CA Corporations Code § 17702.07(a)(2)(A) The record was delivered for filing on behalf of the limited liability company.
(B)CA Corporations Code § 17702.07(a)(2)(B) The member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have done all of the following:
(i)CA Corporations Code § 17702.07(a)(2)(B)(i) Effected an amendment under Section 17702.02.
(ii)CA Corporations Code § 17702.07(a)(2)(B)(ii) Filed a petition under Section 17702.04.
(iii)CA Corporations Code § 17702.07(a)(2)(B)(iii) Delivered to the Secretary of State for filing a statement of information under Section 17701.14 or a certificate of correction under Section 17702.06.
(b)CA Corporations Code § 17702.07(b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the limited liability company to the Secretary of State for filing under this title and imposes that responsibility on one or more other members, the liability stated in paragraph (2) of subdivision (a) applies to those other members and not to the member that the operating agreement relieves of the responsibility.
(c)CA Corporations Code § 17702.07(c) An individual who signs a record authorized or required to be filed under this title affirms under penalty of perjury that the information stated in the record is accurate.
limited liability company inaccurate information compensation ...

Section § 17702.09

Explanation

This section requires all limited liability companies (LLCs), both local and foreign ones doing business in California, to submit a statement of information to the Secretary of State. They need to do this within 90 days of their initial registration and every two years after that. The statement must include details like the company's name, file number, addresses, the names of managers or members, and the principal type of business. If the company prefers, they can receive communication by email instead of regular mail. If any information changes, especially regarding agents, the LLC must file an updated statement. If the submitted forms are missing required information, the Secretary of State will send them back for correction. This section became effective on January 1, 2022, or when the state's Business Connect system is implemented, whichever came first.

(a)CA Corporations Code § 17702.09(a) Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall deliver to the Secretary of State for filing within 90 days after the filing of its original articles of organization or registering to transact intrastate business and biennially thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement of information containing:
(1)CA Corporations Code § 17702.09(a)(1) The name of the limited liability company and the Secretary of State’s file number and, in the case of a foreign limited liability company, the name under which the foreign limited liability company is authorized to transact intrastate business in this state and the state or other jurisdiction under the laws of which it is organized.
(2)CA Corporations Code § 17702.09(a)(2) The name and street address of the agent in this state for service of process required to be maintained pursuant to Section 17701.13. If a corporate agent is designated, only the name of the agent shall be set forth.
(3)CA Corporations Code § 17702.09(a)(3) The street address of its principal office. In the case of a foreign limited liability company, the street address of its principal business office in this state, if any, and, in the case of a domestic limited liability company, the street address of the office required to be maintained pursuant to Section 17701.13.
(4)CA Corporations Code § 17702.09(a)(4) The mailing address of the limited liability company or foreign limited liability company, if different from the street address of its principal office, or principal business office in this state, or, in the case of a domestic limited liability company, the street address of the office required to be maintained pursuant to Section 17701.13.
(5)CA Corporations Code § 17702.09(a)(5) The name and complete business or residence addresses of any manager or managers and the chief executive officer, if any, appointed or elected in accordance with the articles of organization or operating agreement or, if no manager has been so elected or appointed, the name and business or residence address of each member.
(6)CA Corporations Code § 17702.09(a)(6) If the limited liability company or foreign limited liability company chooses to receive renewal notices and any other notifications from the Secretary of State by electronic mail instead of by United States mail, the limited liability company or foreign limited liability company shall include a valid electronic mail address for the limited liability company or foreign limited liability company, or for the limited liability company’s or foreign limited liability company’s designee to receive those notices.
(7)CA Corporations Code § 17702.09(a)(7) The general type of business that constitutes the principal business activity of the limited liability company or foreign limited liability company, such as, for example, manufacturer of aircraft, wholesale liquor distributor, or retail department store.
(8)Copy CA Corporations Code § 17702.09(a)(8)
(A)Copy CA Corporations Code § 17702.09(a)(8)(A) For a manager-managed limited liability company or a manager-managed foreign limited liability company, a statement indicating whether any manager has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code.
(B)CA Corporations Code § 17702.09(a)(8)(A)(B) For a member-managed limited liability company, a statement indicating whether any member has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code, unless, pursuant to subdivision (d) of Section 17701.10, a written operating agreement limits the members who are agents of the limited liability company for the purpose of its business and affairs to a specified member or specified members, in which case the statement is only required with respect to the specified member or members.
(C)CA Corporations Code § 17702.09(a)(8)(A)(C) For a foreign limited liability company that is not managed by a manager or managers, a statement indicating whether any member has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code, unless the member is not an agent of the foreign limited liability company for purposes of its business and affairs, in which case the statement is only required with respect to the member or members who are agents of the foreign limited liability company.
(b)CA Corporations Code § 17702.09(b) If there has been no change in the information contained in the last filed statement of information of the limited liability company or foreign limited liability company on file in the office of Secretary of State, the limited liability company or foreign limited liability company may, in lieu of filing the statement of information required by subdivision (a), advise the Secretary of State, on a form prescribed by the Secretary of State, that no changes in the required information have occurred during the applicable filing period.
(c)CA Corporations Code § 17702.09(c) For purposes of this section, the applicable filing period for a limited liability company shall be the calendar month during which its original articles of organization was filed or, in the case of a foreign limited liability company, the month during which its application for registration was filed, and the immediately preceding five calendar months. The Secretary of State shall provide a notice to each limited liability company or foreign limited liability company to comply with this section approximately three months prior to the close of the applicable filing period. The notice shall state the due date for compliance and shall be sent to the last mailing address of the limited liability company or foreign limited liability company according to the records of the Secretary of State, or if none, to the street address of the principal office, or, in the case of a domestic limited liability company, the office required to be maintained pursuant to Section 17701.13, or to the last electronic mail address according to the records of the Secretary of State if the limited liability company or foreign limited liability company has elected to receive notices from the Secretary of State by electronic mail. The failure of the limited liability company or foreign limited liability company to receive the notice shall not exempt the limited liability company or foreign limited liability company from complying with this section.
(d)CA Corporations Code § 17702.09(d) Whenever any of the information required by subdivision (a) changes, other than the name and address of the agent for service of process, the limited liability company or foreign limited liability company may file a current statement containing all the information required by subdivision (a). When changing its agent for service of process or when the address of the agent changes, the limited liability company or foreign limited liability company shall file a current statement containing all the information required by subdivision (a). Whenever any statement is filed pursuant to this section, that statement supersedes any previously filed statement pursuant to this section, the statement in the original articles of organization, and the statement in any previously filed amended or restated articles of organization that have been filed, or in the case of a foreign limited liability company, in the application for registration.
(e)CA Corporations Code § 17702.09(e) If a statement of information delivered to the Secretary of State for filing under this section does not contain the information required by subdivision (a), the Secretary of State shall promptly return the statement of information to the reporting limited liability company or foreign limited liability company for correction.
(f)CA Corporations Code § 17702.09(f) The Secretary of State may destroy or otherwise dispose of any statement filed pursuant to this section after it has been superseded by the filing of a new statement.
(g)Copy CA Corporations Code § 17702.09(g)
(1)Copy CA Corporations Code § 17702.09(g)(1) This section shall become operative on January 1, 2022, or upon certification by the Secretary of State that California Business Connect is implemented, whichever date is earlier.
(2)CA Corporations Code § 17702.09(g)(2) If the Secretary of State certifies California Business Connect is implemented prior to January 1, 2022, the Secretary of State shall post notice of the certification on the home page of its internet website and send notice of the certification to the Legislative Counsel.
limited liability company foreign LLC Secretary of State ...

Section § 17702.10

Explanation

This section explains how documents are officially filed with the California Secretary of State. When a document is received with the fee, it's filed on that date unless the filer requests a delay of up to 90 days or it needs to be coordinated with another filing. Documents can also be filed for a specific future date if requested at least one business day in advance, even if the requested date is a weekend or holiday. After filing, the Secretary of State can photograph or digitally store the document and then destroy the original, and these copies can be used as evidence in court.

An instrument shall be deemed filed, and the date of filing endorsed thereon, upon receipt by the Secretary of State of any instrument accompanied by the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code. The date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing for a period of time not to exceed 90 days or unless, in the judgment of the Secretary of State, the filing is intended to be coordinated with the filing of some other document that cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if that document is received in the office of the Secretary of State at least one business day prior to the requested date of filing. Upon receipt and after filing of any document under this title, the Secretary of State may microfilm or reproduce by other techniques any filings or documents and destroy the original filing or document. The microfilm or other reproduction of any document under this section, or corresponding provision under prior law, shall be admissible in any court of law.
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