California Corporate & Securities Law

To every member of a limited liability company who is a natural person, death will come "soon or late". The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when that person dies. Cal....

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...

The California Real Estate Law is decidedly standoffish when it comes to limited liability companies. While it allows corporations to be licensed as real estate brokers, it makes not such allowance for limited liability companies. This aversion to...

"O, 'tis a fault too too unpardonable!"*

Law Professors Samantha Prince and Joshua Fershee have recently completed an article on the importance of not conflating limited liability companies with corporations.  In An LLC By Any Other Name Is Still Not...

The California Revised Uniform Limited Liability Company Act defines a "distribution" as a transfer of money or other property from a "limited liability company" (Cal. Corp. Code § 17701.02(k)) to another "person" (Cal. Corp. Code § 17701.02(v)) on...

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

Last Friday, I wrote about a recently issued Court of Appeal opinion with respect to California Corporations Code Section 17707.03. That statute provides that a court may decree the dissolution of a limited liability company pursuant to "an action...

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: