The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries. Why, for example, did the legislature deem it necessary to change the default rules with respect to whether a California LLC is member-managed or manager-managed? See Why A Form LLC-1 May Be Only Half Right. Why also did the legislature impose an impossible pleading standard for derivative lawsuits? See California RULLCA’s Impossible Pleading Requirement For Derivative Suits.
Another mystery is Corporations Code Section 17708.9 which provides:
The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting intrastate business in this state in violation of this title.
This seems fairly straightforward until one asks how a foreign LLC might transact intrastate business in California in violation of the RULLCA. Corporations Code Section 2105(a) provides that a foreign corporation "shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification." Oddly, however, there is no similar prohibition in the RULLCA. That is not to say that there are no consequences to failure to register as a foreign LLC. Section 17708.07(a) provides that a foreign LLC transacting intrastate business in California shall not maintain an action or proceeding in California unless it has a certificate of registration.
Are All Presidents Sedentary?
Yesterday's post discussed the origin of the word "chairman" a concatenation of the Old French chaiere and the Anglo Saxon mann. Other languages, of course, use different terms for chairman. The Spanish term for chairman is presidente which is cognate to the English word "president". Both words are derived from the Latin prae (in front of) and sedere (to sit). Thus, presidente and "president" share with "chairman" the idea of someone who sits in front of others. It's no surprise that Spanish, French and Italian all use some version of "president" to refer to a chairman as they are all Romance languages.
Presidente Benito Juárez de México
1861-1872
