California Corporate & Securities Law

California's version of the Revised Uniform Limited Liability Company Act provides that in the case of a member managed limited liability company provides:

My last few posts have been devoted to the Court of Appeal's opinion in Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024). The case relates to the plaintiff's "decade-long litigation campaign against his former...

In yesterday's post, I discussed the Court of Appeal's unpublished opinion in Milks v. Affirmed Techs., LLC,  2024 WL 1502944 (Cal. Ct. App. Apr. 5, 2024), reh'g denied (Apr. 30, 2024). That case involved claims against a dissolved Nevada limited...

California's Revised Uniform Limited Liability Company Act endows limited liability companies with a certain level immortality.  Corporations Code Section 17707.06(a) provides:

When a California limited liability company files a certificate of cancellation its powers, rights, and privileges cease. Cal. Corp. Code § 17707.08(b)(2)(C). This seemingly would preclude any further activity by the LLC, including any further...

Section 17701.7 of the California Corporations Code sets up two arguably contradictory rules. Subdivision (b) provides that unless displaced by "particular provisions" of the California Revised Uniform Limited Liability Company Act, the principles...

Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution of the corporation/LLC under certain circumstances. While...

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...

Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code. That statutes provides that “[n]o action shall be instituted or maintained in right of any...