Nonprofit Organizations Committee eBulletin: Invitation For Preliminary Comments On Proposed Rulemaking Regarding Transactions Involving Substantially All Assets Of Entities Holding Assets Subject To A Charitable Trust

The Nonprofit Organizations Committee is pleased to forward AB 900: Invitation for Preliminary Comments on proposed rulemaking that was received from Sandra I. Barrientos, Deputy Attorney General, Charitable Trust Section:

Invitation For Preliminary Comments On Proposed Rulemaking Regarding Transactions Involving Substantially All Assets Of Entities Holding Assets Subject To A Charitable Trust

Background
In October 2021, the Governor approved AB 900 which adds Section 16106 to the Probate Code requiring trustees holding charitable assets to give written notice to the Attorney General at least 20 days before the trustee sells, leases, conveys, exchanges, transfers, or otherwise disposes of all or substantially all of the charitable assets. The notice requirement takes effect on July 1, 2022. The statute also requires the Attorney General to establish rules and regulations necessary to implement the section.

Invitation for Comments
In accordance with Government Code sections 11346, subdivision (b), and 11346.45, the Attorney General seeks input from stakeholders in developing regulations.

The public is invited to submit comments related to any issue regarding the implementation of this section. The Attorney General is particularly interested in receiving views and comments regarding the definition of “substantially all” within Probate Code section 16106 and Corporations Code section 5913. Stakeholders are not limited to providing comments in the areas identified by the Attorney General and may comment on any potential area for rulemaking.

Comments will assist the Attorney General in developing new regulations, determining whether changes to existing regulations are necessary, and achieving the law’s regulatory objectives in the most effective manner. The Attorney General invites stakeholders to propose specific language for new regulations and/or for changes to the existing regulations. Commenters are encouraged to review the short “Tips for Submitting Effective Comments” guide for help formulating and submitting effective comments, found here.

This invitation for comments is not a proposed rulemaking action under Government Code section 11346. This invitation for comments is part of the Attorney General’s preliminary rulemaking activities under Government Code section 11346, subdivision (b). The public will have the opportunity to provide additional comments on any proposed regulations or modifications when the Attorney General proceeds with a notice of proposed rulemaking action.

Time for Comments
The Attorney General invites interested parties to submit comments by Thursday, March 31, 2022.

Where to Submit Comments
You may submit comments by the following means:

Electronic
Comments may be submitted electronically to charities.regulations@doj.ca.gov. Please include 
“AB 900” in the subject line.

Mail
Sandra I. Barrientos, Deputy Attorney General
Office of the Attorney General
300 S. Spring Street, Suite 1702
Los Angeles, CA 90034

Contact Person
Questions regarding this Invitation for Comments may be directed to charities.regulations@doj.ca.gov.

Further Information
Information regarding the rulemaking process will be posted to https://oag.ca.gov/regulations.

If you would like to receive notifications regarding rulemaking activities, please subscribe to our email list here: https://oag.ca.gov/regulations. Please note that comments are public records and will be published on the Attorney General’s website.

Thank you for your interest in this matter.

Regulations Unit
California Department of Justice | Government Law Section
1300 I Street, 17th Floor | Sacramento, CA 95814
(916) 210-7639

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This e-bulletin was written by Louis E. Michelson, Chair.

For more information about the Nonprofit Organizations Committee and its programs, please contact Committee Chair Louis E. Michelson (louis@lemtax.com).

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Become an official member of the Nonprofit Organizations Committee! The CLA Business Law Section is accepting applications online here. Applicants must be Business Law Section members who have been admitted to the California Bar for at least five years. 

Upcoming meeting dates: 

• Mar 17, 2022 10 am, How to Maintain Your Client Trust Account to Efficiently Run Your Practice AND Avoid Bar Discipline (Ethics Credit), Hratch J. Karakachian and Kneave Riggall
• Apr 21, 2022 10 am, What Charities Should Do Before Fundraising Across State Lines, Lewis Kinard
• May 19, 2022 10 am, Don’t Panic – It’s Just an IRS Audit: Guidelines for being Prepared in Case the IRS Comes Knocking, Sharon Lincoln
• Jun 16, 2022 10 am, Franchise Tax Board Updates, Audrey Rowe, CPA, Exempt Organizations and Nonprofits Unit
• Jul 21, 2022 10 am, Welfare Exemption, Sy Nguyen, Los Angeles County Office of the Assessor