No Change Is Not An Option For 2023 LLC Filings

In April, I wrote about AB 2431 which modifies the statement of information a statement requirement for LLCs.  In 2020, the legislature enacted AB 3075 (Gonzalez) to require that statements of information filed with the California Secretary of State...

When Will A Single Manager's Signature Suffice?

California's Limited Liability Company Act provides that when an LLC is a  manager-managed limited liability company, as defined in Corp. Code § 17701.03(o), every manager is an agent of the LLC for purposes of its business or affairs.  Cal. Corp....

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...

Wyoming vs. Delaware

In 1869, Wyoming became the first state to extend voting rights to women.  In 1977, Wyoming became the first state to enact a law allowing for the formation of a business entity known as a "limited liability company".  Now, one academic is...

The Curious Case Of The Unregistered Foreign LLC

I recently came across and was baffled by the following decision:

Bill Would Require Notification To LLCs Of Updated Filings

Corporations Code Section 17702.09 requires every California limited liability company and every foreign limited liability company registered to transact intrastate business in California to file and update a Statement of Information.  Although the...

Court Rules An LLC To Be An Unincorporated Association, But Is That Correct?

Cal. Serv. Emples. Health & Welfare Trust Fund v. Greenbox Servs. LLC, 2021 U.S. Dist. LEXIS 93477 involved a plaintiff's attempt to serve a limited liability company.   After thrice failing to serve personally the LLC's agent for service of...

How To Erase A Business Entity's Cancellation

Sometimes people get confused and will file a certificate of cancellation or dissolution with the California Secretary of State when the entity has not dissolved, much less completely wound up its affairs.  The challenge then becomes how to...

LLC Agreements And The Statute Of Frauds

Professor Stephen Bainbridge recently wrote on whether operating agreements of limited liability companies are subject to the Statute of Frauds.  He notes "In a majority of states, the operating agreement may be written or oral, although some states...

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