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:

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,...

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...

When Will A Single Manager's Signature Suffice?

California's Limited Liability Company Act provides that when an LLC is a manager-managed limited liability company, as defined in Corp. Code § 17701.03(o), every manager is an agent of the LLC for purposes of its business or affairs. Cal. Corp....

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...

This California LLC Statute Entirely Bungles The Internal Affairs Doctrine

At first glance, California Corporations Code Section 17708.01(a) appears to be a rather straightforward enunciation of the "internal affairs doctrine" as applied to foreign limited liability companies:

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...

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