23405. (a) Any corporation holding a license under this division
shall maintain a record of its shareholders at the principal office
of the corporation in California and the record of its shareholders
shall be available to the department for inspection. The corporation
shall report to the department in writing any of the following:
(1) Issuance or transfer of any shares of stock to any pers
on
where the issuance or transfer results in the person owning 10
percent or more of the corporate stock.
(2) Change in any of the corporate officers which are required by
Section 312 of the Corporations Code.
(3) Change of the members of its board of directors.
The report shall be filed with the department within 30 days after
the issuance or transfer of corporate stock, change in corporate
officers, or change in members of the board of directors, as the case
may be.
(b) Any licensee within the purview of this section who is
required by federal law to report to the federal government under the
provisions of the Federal Alcohol Administration Act or the Internal
Revenue Code the information required by this section may send to
the department a copy of the report at the same time as it is sent to
the federal government, and the copy of the report sent to the
department by the licensee shall be deemed sufficient compliance with
the provisions of this section.
(c) The provisions of this section shall not apply to any of the
following:
(1) A corporation the stock of which is listed on a stock exchange
in this state or in the City of New York, State of New York.
(2) A bank, trust company, financial institution or title company
to which a license is issued in a fiduciary capacity.
(3) A corporation which is required by law to file periodic
reports with the Securities and Exchange Commission.
(d) The department may deny any application or suspend or revoke
any license of a corporation subject to the provisions of this
section where conditions exist in relation to any officer, director,
or person holding 10 percent or more of the corporate stock of that
corporation which would constitute grounds for disciplinary action
against that person if the person was a licensee.
23405.1. (a) Any limited partnership holding a license under this
division shall maintain a register at the principal office of the
limited partnership in California and the register shall be available
to the department for inspection. The limited partnership shall
report to the department in writing the assignment or transfer of the
interest of any limited partner of the limited partnership where the
assignment or transfer results in a person owning as a limited
partner 10 percent or more of the capital or profits of the limited
partnership. The limited partnership shall report to the department
in writing any change in the general partners of the limited
partnership.
The report shall be filed with the department within 30 days after
the assignment or transfer of the limited partnership interest.
(b) Any licensee within the purview of this section who is
required by federal law to report to the federal government under the
provisions of the Federal Alcohol Administration Act or the Internal
Revenue Code the information required by this section shall send to
the department a copy of the report at the same time as it is sent to
the federal government. The copy of the report sent to the
department by the licensee shall be deemed sufficient compliance with
the provisions of this section.
(c) The department may deny any application or suspend or revoke
any license of a limited partnership subject to the provisions of
this section where conditions exist in relation to any general
partner or any limited partner holding 10 percent or more of the
capital or profits of the limited partnership that would constitute
grounds for disciplinary action against that person if he or she were
a licensee.
(d) The register referred to in subdivision (a) of this section
shall consist of a register showing the names of the current limited
partners (whether original limited partners or substituted limited
partners), the current assignees of limited partnership interests and
their addresses, the interest in the capital and profits of the
limited partnership owned by each limited partner and each assignee
of a limited partnership interest, the number and date of
certificates, if any, issued for limited partnership interests, and
the number and date of cancellation of every certificate surrendered
for cancellation. The above information may be kept by the limited
partnership on punchcards, magnetic tape, or other information
storage device related to electronic data-processing equipment
provided that the card, tape, or other equipment is capable of
reproducing the information in clearly legible form for the purposes
of inspection as provided in this section.
23405.2. (a) Any limited liability company holding a license under
this division shall maintain a record of its members at the principal
office of the company in California and the record of its members
shall be available to the department for inspection. The company
shall report to the department in writing any of the following:
(1) Issuance or transfer of memberships to any person where the
issuance or transfer results in the person owning 10 percent or more
of the voting interests of the company.
(2) If the limited liability company is managed by a manager or
managers, any change in the manager or managers of the company.
(3) If any officer has been appointed, any change in the officers
of the company.
The report shall be filed with the department within 30 days after
the issuance or transfer of membership voting interests, or any
change in members, managers, or officers.
(b) Any limited liability company within the purview of this
section that is required under the provisions of the Federal Alcohol
Administration Act or the Internal Revenue Code to report to the
federal government the information required by this section may send
to the department a copy of the report at the same time as it is sent
to the federal government. The copy of the report sent to the
department by the company shall be deemed sufficient compliance with
the provisions of this section.
(c) The reporting requirements of subdivision (b) shall not apply
to a limited liability company that is required by law to file
periodic reports with the Securities and Exchange Commission.
(d) The person or persons who are required to sign the application
shall certify to the department on forms prescribed by the
department whether or not any member, manager, or officer holds an
ownership interest, directly or indirectly, in any license within or
without this state to manufacture, import, distribute, rectify, or
sell alcoholic beverages. The department may deny any application or
suspend or revoke any license under this section in the event any
member, manager, or officer holds or acquires any prohibited
ownership interest, directly or indirectly, in any licensed business
in violation of the tied-house provisions of Chapter 15 (commencing
with Section 25500).
(e) The department may deny any application and suspend or revoke
any license of a limited liability company subject to the provisions
of this section where conditions exist in relation to any manager,
officer, or person holding 10 percent or more of the voting interests
of the limited liability company that would constitute grounds for
disciplinary action against the person if he or she was a licensee.
(f) All articles of organization and operating agreements of a
limited liability company or certificates or amendments thereto shall
be filed with the department at the time of filing the application
for the license. All articles of organization, operating agreements,
certificates, or amendments executed after the issuance of the
license shall be filed with the department within 30 days after
execution.
(g) The requirements of this section are in addition to the
requirements set forth in the Beverly-Killea Limited Liability
Company Act, Title 2.5 (commencing with Section 17000) of the
Corporations Code.
23405.3. If a corporation, limited partnership, or limited
liability company holds, directly or indirectly, 10 percent or more
of the ownership of a license issued under this division, the
licensee shall report any change in the ownership, management, or
control of that corporation, limited partnership, or limited
liability company, in the same manner as would be required by
Sections 23405, 23405.1, and 23405.2, if the corporation, limited
partnership, or limited liability company were itself the licensee.