In April 2022, the California Secretary of State launched its new online filing system, “bizfile.” While many of its features are convenient, existing entities are required to designate an “Authorized User” in order to file documents online. It’s particularly important to consider this, since expedited filing options are only available online, and not over the counter.
Many of our client entities have already established an Authorized User with CA SOS. When our clients ask us to file an “amendment” document, such as an amendment, merger, conversion or termination, we can submit a request through the California Secretary of State asking the entity’s current Authorized User to approve the addition of us as an Authorized User. If the client knows who their current Authorized User is, this can be a fairly simple process. However, if they don’t know who their current Authorized User is, this can be a problem since the Secretary of State doesn’t provide any information regarding the identity of the current Authorized User.
Also, many client entities have not yet established an Authorized User with the Secretary of State. In this case, the company can submit a request through the bizfile system asking for the Secretary of State to send a PIN number to the company’s business address. With the PIN number in hand, it is easy to add us as the Authorized User. However, the PIN letter usually takes around 8-10 business days to be sent by mail to a company, and the Secretary of State will only send it to the business address of record. In addition, the Secretary of State has said that it could take up to 30 days to receive the PIN letter.
We have been dealing with this issue on several transactions over the last few months, and it has literally put a halt to some deals until the Authorized User issue was resolved. We are advising our clients, particularly those who have end of year transactions for California entities (or foreign entities qualified in California), to consider getting a PIN and designating an Authorized User sooner rather than later. There is nothing that can be done to expedite the process of obtaining a new PIN. Additionally, for transactions that require expedited filing services, filing through bizfile is the only option.
If you have any questions regarding obtaining a PIN or appointing an Authorized User, you can contact any of the corporate attorneys at Jeffer Mangels Butler & Mitchell LLP. You can find our contact information on our website here.
Jeffer Mangels Butler & Mitchell LLP is a full-service law firm committed to providing clients with outstanding results. Our corporate lawyers serve numerous middle-market companies, large publicly traded corporations and emerging entrepreneurial businesses with a full range of financing, transactional and operational counsel, as well as in all aspects of mergers and acquisitions.