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...

When A 20% Interest May Be a 40% Interest

The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents. However, Section 25120 of the California Corporations Code makes it unlawful for any person to...

The Too Too Unpardonable Fault Of Conflating LLCs And Corporations

"O, 'tis a fault too too unpardonable!"*

Law Professors Samantha Prince and Joshua Fershee have recently completed an article on the importance of not conflating limited liability companies with corporations.  In An LLC By Any Other Name Is Still Not...

A Little Big Change For Articles Of Organization Of California LLCs

In 2022, the California legislature amended several provisions of the California Revised Uniform Limited Liability Company Act, including Section 17702.01 which lists what must be included in the articles of organization of a California limited...

May A Member Of A California LLC Consent To The Jurisdiction Of Another State's Courts?

Section 17701.10 of  California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes:

With Series LLC, Whom You Sue May Be Decisive

Last week the Nevada Supreme Court answered the following question that was certified to it by the Ninth Circuit Court of Appeals:

Court Holds State Owned LLCs Are Not "Political Subdivisions"

The California State Teachers’ Retirement System ("CalSTRS"), formed two Delaware limited liability companies for the purpose of purchasing and holding title to two investment properties in Alameda County, California. CalSTRS was the sole member of...

Outside Reverse Veil Piercing And LLCs

"Outside reverse veil piercing" allows a shareholder's creditor to reach corporate assets.  In Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal. App. 4th 1510 (2008), the Fourth District Court of Appeal rejected outside reverse veil piercing,...

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