Section 17056.

(a) Unless otherwise specified in any other section of this title, any document required by this title to be executed and filed with the Secretary of State shall be executed:

(1) By the person or persons organizing the limited liability company when the limited liability company has not yet been formed.

(2) By any manager.

(3) If the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(4) In the case of a foreign limited liability company, in the manner required by the laws of the state of its organization.

(b) Any person may execute any document referred to in subdivision (a) by an attorney in fact. Powers of attorney relating to the signing of those documents by an attorney in fact need not be sworn to, verified, or acknowledged, and need not be filed with the Secretary of State.

(c) Any instrument filed with respect to a limited liability company, other than the original articles of organization, may provide that it is to become effective not more than 90 days after its filing date. In case a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate action it has been revoked and is null and void.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 specified effective date. 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.

(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 does 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 17052, 17053, 17451, and 17452, 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.

(Added by Stats. 1994, Ch. 1200, Sec. 27. Effective September 30, 1994. Repealed as of January 1, 2014, pursuant to Section 17657. Thereafter, see Title 2.6, commencing with Section 17701.01.)