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Court Rules LLC Members May Be "Fiduciaries In Fact"

U.S. District Court Judge Tena Campbell's ruling in Strong v. Cochran, 2017 U.S. Dist. LEXIS 170073, is a reminder that sometimes what you do matters more than what you say.  The case involved claims by the liquidating trustee for a failed real...

Limited Liability Companies, llc, Tena Campbell, CAREIC, fiduciary in fact, Limited Liability Company, Strong v. Cochran

Filing Statements Of Information Online

Last June, the California Secretary of State's office announced bizfile California, which it described as "a new online portal to help businesses file, search, and order business records quickly and conveniently from one webpage".  Bizfile...

llc, Section 17702.09, Secretary of State, applicable filing period, bizfile California, foreign, Limited Liability Company, Statements of Information

California Court Green Lights Reverse Veil Piercing Of Delaware LLC

Courts historically have applied the alter ego doctrine to "pierce the corporate veil" so that a shareholder may be held liable for the debts or conduct of the corporation.  California has extended the possibility of alter ego liability to members...

Limited Liability Companies, llc, reverse veil piercing, Section 17705.03, Alter Ego, Baldwin, Curci Investments, Kaswa, Limited Liability Company, Postal Instant Press, Section 17703.04, veil piercing

Court Declines To Impose Alter Ego Liability On LLC's President

In general, the debts, obligations, or other liabilities of a California limited liability company do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting...

Limited Liability Companies, llc, Show Ready, Alter Ego, default, Judge Otis D. Wright, liability, Limited Liability Company, Section 17703.04

Fictitious Name Use Fails To Engender Standing Or Jurisdictional Issue

California Code of Civil Procedure Section 367 requires that every action must be prosecuted in the name of the real party of interest.  What happens when a plaintiff sues under a fictitious business name of a dissolved foreign limited liability...

llc, Rossdale Group LLC v. Walton, Corporate Governance, Conrad L. Rushing, fictitious name, Limited Liability Company, suspended

The Limited Liability Company Agreement That Has No Name

Practitioners under California's Revised Uniform Limited Liability Company Act will be familiar with the concept of an "operating agreement" (Cal. Corp. Code § 17701.02(s)).  Indeed, I expect that nearly every LLC formed under the CARULLCA has, or...

Limited Liability Companies, llc, operating agreement, 2015 U.S. Dist. LEXIS 187188, CARULLCA, Hullinger v. Anand, members, Section 17704.01

Alter Ego and the Nevada LLC

California's version of the Revised Uniform Limited Liability Company Act expressly subjects members to potential alter ego liability:

 A member of a limited liability company shall be subject to liability under the common law governing alter ego...

Limited Liability Companies, Nevada Corporations, llc, webb v. shull, 17703.04, Alter Ego, Jennifer A. Dorsey, Limited Liability Company, Pharmaplast S.A.E. v. Zeus Medical, piercing the corporate veil

O Frabjous Day! Court Holds Passive Member Is Not "Doing Business"

The State of California imposes its franchise tax on every corporation (other than a bank, financial corporation or exempt corporation) that is "doing business" in California.  Cal. Rev. & Tax Code § 23151.  This tax is imposed without regard to...

Limited Liability Companies, llc, doing business, Franchise Tax, FTB, member, Section 23151, Swart

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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