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...

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...

LLC Member Missing In Regulatory Filings May Be A Member Nonetheless

Adam Beeman claimed to be a member in Legacy Insurance Solutions, LLC, a California limited liability company.  In support of his claim to membership, he submitted two operating agreements identifying himself as a member.  The defendants disputed...

California Declares LLC Interests To Be And Not To Be Securities

Unlike the Securities Act of 1933, California's Corporate Securities Law of 1968 includes interests in limited liability companies in the list of securities:

A Most Curious Decision

I find Judge Cynthia Bashant's recent ruling in Platypus Wear, Inc. v. Bad Boy Europe, Ltd., U.S. Dist. Case No. 16-cv-02751-BAS-BSM (Jan. 23, 2020), to be curious in in several respects.  Judge Bashant ruling was on the plaintiff's motion for...

LLCs And Corporations - Another Judicial Mash-UP

Dean Joshua Fershee at Creighton University School of Law has had a habit of pointing out judicial confusion of limited liability companies and corporations.  See LLCs Still Not Corporations, Even In Class Action Settlements.  Recently, I came...

Yes, Virginia, There Is A Limited-Liability Corporation (At Least In Case Law And Statute)

Twenty years ago, limited liability companies were a novelty.  Today, they are common, but courts often conflate LLCs with corporations by referring to "limited liability corporations".  For example, the Court of Appeal iHotels Nevada, LLC v....

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