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 predicting...

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 process,...

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 resurrect...

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 his...

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:

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