California Corporate & Securities Law

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...

Section 17701.10 of  California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes:

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" 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,...

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...

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....

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...

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:

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...