Do These 2022 Legislative Changes Require A Bylaw Refresh?

During the 2021-2022 legislative session, the California Secretary of State sponsored legislation, 2022 Cal. Stats. ch. 617, making numerous changes to the Corporations Code in anticipation of the implementation of its California Business Connect...

How Many Offices Must A California LLC Have?

The California Revised Uniform Limited Liability Company Act contemplates requires that a California LLC have at least two types of offices - a principal office and a designated office. 

This Amendment To An LLC's Articles Of Organization Is Strictly Verboten!

The California Revised Uniform Limited Liability Company Act requires that the articles of organization include several prescribed statements, including the street address of the limited liability company's initial principal office. Cal. Corp. Code...

What Can Be Done If You Believe That You Were Improperly Appointed An Officer Or Director

On occasion, someone might perceive that they have been improperly  appointed as a director or officer of a corporation.  If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the appointment?  

Can Your Corporation's Or LLC's Name Be An Emoji?

The word "emoji" is the romanization of two Japanese words (絵 and 文字) that together mean picture character.   Emojis essentially marry an ancient form of writing, pictography, to a modern technology, smart phones.  

Does California Charter Law Breakers?

As Vice Chancellor, Leo E. Strine Jr. once declared "Delaware law does not charter law breakers".  In re Massey Energy Co., No. CIV. A. 5430-VCS, 2011 WL 2176479, at *20 (Del. Ch. May 31, 2011). The California General Corporation Law seems to echo...

California Proposes Its Own Corporate Transparency Act For Non-California Corporations And Limited Liability Companies

Earlier this week, Senator Melissa Hurtado amended her placeholding bill, SB 738, to flesh out her proposed Corporate Transparency Act. As amended, the bill would require foreign corporations that register to transact intrastate business with the...

Government Censorship By Proxy?

Last week, I wrote about an unsuccessful challenge to the activities of the Office of Elections Cybersecurity within the California Secretary of State's office: Is The California Secretary of State Monitoring What You Publish Online?  In that case, ...

California Secretary Of State Inadvertently Releases Records Of Forced Sterilizations

The first law signed by California's first Governor, Peter Burnett, was the The Act Concerning the Public Archives (Chapter 1, Statutes of 1850). The act instructed the Secretary of State, William Van Voorhies, to classify and safely keep government...

1 2 3 4 5