2005 California Revenue and Taxation Code Sections 17948-17948.2 LIABILITY PARTNERSHIPS

17948.  (a) For each taxable year beginning on or after January 1,
1997, every limited liability partnership doing business in this
state (as defined in Section 23101) and required to file a return
under Section 18633 shall pay annually to the Franchise Tax Board a
tax for the privilege of doing business in this state in an amount
equal to the applicable amount specified in paragraph (1) of
subdivision (d) of Section 23153 for the taxable year.
   (b) In addition to any limited liability partnership that is doing
business in this state and therefore is subject to the tax imposed
by subdivision (a), for each taxable year beginning on or after
January 1, 1997, every registered limited liability partnership that
has registered with the Secretary of State pursuant to Section 16953
of the Corporations Code and every foreign limited liability
partnership that has registered with the Secretary of State pursuant
to Section 16959 of the Corporations Code shall pay annually the tax
prescribed in subdivision (a).  The tax shall be paid for each
taxable year, or part thereof, until any of the following occurs:
   (1) A notice of cessation is filed with the Secretary of State
pursuant to subdivision (b) of Section 16954 or 16960 of the
Corporations Code.
   (2) A foreign limited liability partnership withdraws its
registration pursuant to subdivision (a) of Section 16960 of the
Corporations Code.
   (3) The registered limited liability partnership or foreign
limited liability partnership has been dissolved and finally wound
up.
   (c) The tax assessed under this section shall be due and payable
on the date the return is required to be filed under Section 18633.
   (d) If a taxpayer files a return with the Franchise Tax Board that
is designated as its final return, the Franchise Tax Board shall
notify the taxpayer that the annual tax shall continue to be due
annually until a certificate of cancellation is filed with the
Secretary of State pursuant to Section 16954 or 16960 of the
Corporations Code.
17948.1.  No decree of dissolution, withdrawal, or cancellation
shall be made and entered by any court, nor shall the county clerk of
any county or the Secretary of State file any decree of dissolution,
withdrawal, or cancellation or any other document by which the term
of existence of the registered limited liability partnership shall be
reduced or terminated, nor shall the Secretary of State file any
amended registration or notice by a foreign limited liability
partnership that its rights to do intrastate business in this state
have ceased or of its dissolution and winding up, unless the
registered limited liability partnership or foreign limited liability
partnership obtains from the Franchise Tax Board and files with the
court, county clerk, or Secretary of State, as the case may be, a tax
clearance certificate indicating that the Franchise Tax Board is
satisfied from the available evidence that all taxes imposed by this
chapter have been paid or are secured by bond, deposit, or otherwise.
  Within 30 days after receiving a request for a certificate, the
Franchise Tax Board shall either issue the certificate or notify the
person requesting the certificate of the amount of tax or fees that
must be paid or the amount of bond, deposit, or other security that
must be furnished as a condition of issuing the certificate.  The
issuance of the certificate shall not relieve the taxpayer or any
individual, bank, or corporation from liability for any taxes, fees,
penalties, or interest imposed by this code.  The Franchise Tax Board
shall furnish a copy of the tax clearance certificate to the
Secretary of State.
17948.2.  A registered limited liability partnership or foreign
limited liability partnership shall not be subject to the taxes and
fees imposed by this chapter if the registered limited liability
partnership or foreign limited liability partnership did no business
in this state during the taxable year and the taxable year was 15
days or less.