SB 1050

COMPLAINT This bill authorizes a person who contends that the person's name or address was included on a document filed with the secretary of state under laws relative to securities, corporations, associ ations, and partnerships without the person's consent to file a complaint with the secretary of state , which for purposes of this bill includes the secretary of state's authorized representative or designee , concerning the document. Such a complaint must include all of the following:  A description of the document filed with the secretary of state that contains the person's name or address .  The name, street address, telephone number, and email address, if available, of the person filing the complaint .  The name and control number assigned by the secretary of state for each business entity associated with the challenged document, if known to the person making the complaint .  Information, if known to the person making the complaint, identifying each person involved in the challenged document, including names, street addresses, telephone numbers, and email addresses .  Information, if known to the person making the complaint, identifying the nature of any business or personal relationship between the person making the complaint and each person involved in the filing of the challenged document .  A statement, under penalty of perjury, by the person making the complaint that the person believes in good faith that the facts stated in the complaint are true and that the complaint complies with this bill . This bill authorizes the secretary of state to create a form that a person may use to submit a complaint. NOTICE OF COMPLAINT – RESPONSE If the secretary of state determines that the complaint does not comply with this bill , then this bill requires the secretary of state to dismiss the complaint and notify the person who submitted the complaint. The notification must be sent no later than 10 business days after the secretary of state receives the complaint. The notification must state why the complaint does not comply. If the secretary of state determines that a complaint complies with this bill , then this bill requires, no later than 10 business days after the secretary of state receives the complaint, the secretary of state to send notice of the complaint to all physical addresses that the business entity listed in the complaint has on file with the secretary of state, i ncluding the street address, registered office, principal office, and mailing address, if different, and to the email address that the business entity listed in the complaint has on file with the secretary of state. Such notice of the complaint must inclu de a copy of the complaint and information regarding how a response may be filed under this bill . This bill authorizes a person responding to the notice of the complaint to file a written response no later than 21 business days after the secretary of sta te mails and emails the notice described above . The person responding to the notice of the complaint may use a form created by the secretary of state. The response must include a statement, under penalty of perjury, that the person responding to the noti ce of the complaint believes in good faith that the facts stated in the response are true. If the secretary of state does not receive such a response in writing within 21 business days after the secretary of state mails and emails the notice of the compla int, then the secretary of state must deem the allegations contained in the complaint admitted only for purposes of state laws relative to securities, corporations, and associations . REVIEW If, after reviewing the complaint and each submitted response, the secretary of state determines that the person filing the complaint has shown, by clear and convincing evidence, that the name or address of the person challenging the filing was included on a document filed with the secretary of state under laws relati ve to securities, corporations, associations, and partnerships without the person's consent, then this bill requires the secretary of state to void the challenged business record. However, if such burden of proof is not met , then the secretary must not ta ke action. This bill requires t he secretary of state to issue a decision as described above within 30 business days of mailing or emailing the notice of the complaint. The secretary of state must provide written notice of such a decision to the person w ho submitted the complaint and each person who submitted a response to the notice of the complaint, if any, within seven business days after the secretary of state issues such a decision . The person who submitted the complaint and each person who submitt ed the response to the notice of the complaint are entitled to judicial review of the secretary of state's decision. T he remedies provided under state laws relative to securities, corporations, and associations do not preclude other remedies. FILING FEES FOR VOIDED FILINGS If the secretary of state voids a transaction under state laws relative to securities, corporations, and associations , then this bill prohibits the secretary of state from issu ing a refund to the filer for the cost of the filing. PUB LIC RECORDS This bill clarifies that the complaint and response are public records in the office of the secretary of state.