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Legislator Proposes Limited Immortality For California LLCs

The California Revised Uniform Limited Liability Act originally provided that "A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against...

Limited Liability Company

The Perils Of A False LLC Filing With The SOS

California requires that the articles of organization of a limited liability company include the name and street address of the initial agent for service of process.  Cal. Corp. Code § 17702.01(b)(4).  In a recent ruling, Chief District Court Judge ...

Limited Liability Company

Court Lacks Authority To Order Buyout Of Foreign Entities

When one partner or members seeks the dissolution of a California limited partnership or limited liability company, the other partners or members may keep the LP or LLC alive by purchasing, for cash, the interests owned by the party seeking...

Limited Liability Company

Legislature To Consider Authorizing Real Estate Broker Licenses To LLCs

In California, real estate broker licenses are currently issued only to individuals and corporations.  Limited liability companies need not, indeed may not, apply.  This is a result of a compromise that was reached when California’s original limited...

Limited Liability Company

Some California Implications Of Delaware's New LLC Division Statute

When I first heard about Delaware's new statute establishing a procedure for dividing a limited liability company, I immediately flashed back to High School Biology class and meiosis.  In meiosis 1, a single cell divides into two cells with each...

Limited Liability Company

LLCs Are Found In The Corporations Code But They Are Not Corporations

As one might expect, the California Corporations Code includes California General Corporation Law.  The Corporations Code covers a lot more than corporations, however.  It includes, for example, California's partnership, limited partnership, and...

Limited Liability Company

Whom Do You Serve (Part 2)?

The point of last Friday's post is that Section 1502 of the California Corporations Code does not apply to foreign limited liability companies.  That statute requires a "corporation", as defined in Section 162, to file a statement with the Secretary...

Limited Liability Company

Memo To The Legislature: The Beverly-Killea Act Hasn't Been Law Since 2014

California's first limited liability company act was known as the Beverly-Killea Limited Liability Company Act, former Corporations Code Section 17000 et seq.  In 2012, the legislature replaced it with the ill conceived California Revised Uniform...

Limited Liability Company

Courts Order Divorces, What About Dissociations?

California's Revised Uniform Limited Liability Company Act provides that a limited liability company member may dissociate either "rightfully or wrongfully".  Cal. Corp. Code § 17706.01(a).  A dissociation is wrongful when, among other...

Limited Liability Company

Is It Time To Change The Name of LLCs?

Professor Joshua Fershee has been fighting the good fight on limited liability company nomenclature, but I fear that he is losing.  For example, the following appeared in a recent U.S. Magistrate's ruling denying a plaintiff's application to serve a...

Limited Liability Company

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