Does LLC Cancellation Constitute An Affirmative Defense?

Section 17707.08(c) of the California Corporations Code provides:

What Happens When An LLC Member Dies?

To every member of a limited liability company who is a natural person, death will come "soon or late". The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when that person dies. Cal....

Court Of Appeal Discusses But Declines To Decide Whether RULLCA Or The Beverly-Killea Act Applies

Eleven years ago, I foretold potential issues arising from California's repeal of the Beverly-Killea Limited Liability Company Act in favor the California Revised Uniform Limited Liability Company Act. Since that gloomy vaticination, practitioners...

What Does California's Real Estate Law Have Against Limited Liability Companies?

The California Real Estate Law is decidedly standoffish when it comes to limited liability companies. While it allows corporations to be licensed as real estate brokers, it makes not such allowance for limited liability companies. This aversion to...

The Too Too Unpardonable Fault Of Conflating LLCs And Corporations

"O, 'tis a fault too too unpardonable!"*

Law Professors Samantha Prince and Joshua Fershee have recently completed an article on the importance of not conflating limited liability companies with corporations.  In An LLC By Any Other Name Is Still Not...

Court Finds Plaintiff Failed To Plead Impropriety Of LLC Distributions

The California Revised Uniform Limited Liability Company Act defines a "distribution" as a transfer of money or other property from a "limited liability company" (Cal. Corp. Code § 17701.02(k)) to another "person" (Cal. Corp. Code § 17701.02(v)) on...

May A Member Of A California LLC Consent To The Jurisdiction Of Another State's Courts?

Section 17701.10 of  California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes:

Who Are The "Other Members"?

Last Friday, I wrote about a recently issued Court of Appeal opinion with respect to California Corporations Code Section 17707.03. That statute provides that a court may decree the dissolution of a limited liability company pursuant to "an action...

Vote To Dissolve LLC Defeats Buy-Out Option

The California Revised Uniform Limited Liability Company Act provides procedures for both voluntary and judicial dissolution. When a member or members of a California limited liability company files an action for its judicial dissolution, the other...

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