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,...

How Many Offices Must A California LLC Have?

The California Revised Uniform Limited Liability Company Act contemplates requires that a California LLC have at least two types of offices - a principal office and a designated office. 

This Amendment To An LLC's Articles Of Organization Is Strictly Verboten!

The California Revised Uniform Limited Liability Company Act requires that the articles of organization include several prescribed statements, including the street address of the limited liability company's initial principal office. Cal. Corp. Code...

Does The California Legislature Really Believe In the Existence Of Limited Liability Corporations?

The California Corporations Code includes provides for the formation of corporations as well as limited liability companies. However, it does not provide for the formation of limited liability corporations. Oddly, however, the California legislature...

What Is The Difference Between A Statement Of Conversion And A Certificate Of Conversion?

The California Revised Uniform Limited Liability Company Act authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited liability company". Cal. Corp....

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...

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