Does LLC Cancellation Constitute An Affirmative Defense?

Section 17707.08(c) of the California Corporations Code provides:

Court Of Appeal Discusses But Declines To Decide Whether RULLCA Or The Beverly-Killea Act Applies

Eleven years ago, I foretold potential issues arising from California's repeal of the Beverly-Killea Limited Liability Company Act in favor the California Revised Uniform Limited Liability Company Act. Since that gloomy vaticination, practitioners...

Sundering Noncompetes From The Internal Affairs Doctrine

Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement.  Sunder Energy, LLC v. Jackson,2023 WL 8166517. The case was brought in the Delaware Court of Chancery...

Will Your Next California Non-Compete Dispute Be Adjudicated In The Delaware Court Of Chancery?

Sunder Energy, LLC recently sought to enforce a non-compete agreement against its former head of sales in the Delaware Court of Chancery.  Sunder Energy, LLC v. Jackson, 2023 WL 8166517. Vice Chancellor J. Travis Laster denied Sunders' application...

May A Cancelled Limited Liability Company Convey Property?

When a California limited liability company files a certificate of cancellation its powers, rights, and privileges cease. Cal. Corp. Code § 17707.08(b)(2)(C). This seemingly would preclude any further activity by the LLC, including any further...

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,...

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