By Shauna Krause, President, Capitol Services, Inc.
Breaking new ground with a no, an expert answer for this contractor, which is a big relief many in the industry might also wonder about. A second contractor gets both a yes, and a no in resolving his conundrum. ‘Good to know’ is what this space is all about!…
Q: We recently updated our nationwide Registered Agent when we did some company restructuring. This got me to thinking about our state contractor licenses. I think I remember having to identify the RA when we applied for new licenses last year in AZ, CA, NV etc. But I don’t recall ever revising or advising licensing board of changes to the Registered Agent name and address, which is something that has occurred multiple times over the years. I looked on CA website for a form that would notify CSLB of a change, and I can’t seem to find one. Is there a requirement out there to make notification of these Registered Agent changes to state contractor licensing boards, or do they somehow get change notification from the SOS state agency, or is there no requirement to keep licensing information on Registered Agent current? Is it worth worrying about? Has this ever come up before?
A: I actually have never been asked that before! No, it’s not worth worrying about for the States I handle anyway (CA, NV, AZ). There is no requirement to notify the State licensing boards of an update to the Agent, they always just look on the SOS records if they ever need it. You are correct in that when you originally applied for the NV contractors license, they require that you list your registered agent name and address and I believe when you renew your NV license, they will ask for that as well, but there is no need to notify them of the change in between renewals.
Q: A few of my colleagues provided your name for CSLB inquiries, and I believe you have also worked with several of our clients. One of our clients (a corporation) is considering whether it may reissue its current license number to a subsidiary or affiliate company to preserve its number before eventually dissolving. Based on my brief research, though a license cannot be transferred, it may be “reissued” in certain circumstances. In particular, I understand it may be assigned to a corporate or LLC subsidiary if applicable BPC § 7075.1 conditions are met. Though the Request for License Number Reissuance explicitly provides for a corporation-to-LLC transfer, it does not list corporation-to-corporation. Before we do anything drastic, two questions: 1. Have you handled similar reissues before? And 2. Is a subsidiary transfer generally the best method to effectuate a reissue?
A: Thank you for contacting me, it is nice to meet you. To answer your question, 7075.1 is interpreted a bit differently by the CSLB. A license can only be transferred from a corporation to another corporation, even if it’s a subsidiary, if the original entity keeps the same CA Secretary of State registration number. Which only occurs with a conversion. That being said, the CSLB really needs to re-write that statute because it doesn’t apply. But yes, you can transfer a license from a corporation to LLC under certain circumstances.
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