California's LLC Certificate of Cancellation - One Form That May Not Fit All

The California Revised Uniform Limited Liability Company Act deals separately with the dissolution and cancellation of a California limited liability company and the cancellation of registration of a foreign limited liability company. Yet, the...

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...

Sundering Noncompetes From The Internal Affairs Doctrine

Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement.  Sunder Energy, LLC v. Jackson,2023 WL 8166517. The case was brought in the Delaware Court of Chancery...

Will Your Next California Non-Compete Dispute Be Adjudicated In The Delaware Court Of Chancery?

Sunder Energy, LLC recently sought to enforce a non-compete agreement against its former head of sales in the Delaware Court of Chancery.  Sunder Energy, LLC v. Jackson, 2023 WL 8166517. Vice Chancellor J. Travis Laster denied Sunders' application...

May A Cancelled Limited Liability Company Convey Property?

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...

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...

Common Law And The California Revised Uniform Limited Liability Company Act

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...

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