Professor Eugene Volokh recently highlighted a decision by U.S. District Judge Brian Cogan taking a plaintiff to task for inadequately pleading diversity jurisdiction when the defendant is a limited liability company. According to Judge Cogan an LLC's citizenship "has nothing to do with its state of formation or principal place of business; rather, the citizenship of an LLC consists of the imputed citizenship of each one of its members. Coward v. Nat'l Railroad Passenger Corp., 2024 WL 4805861 (E.D.N.Y. Nov. 13, 2024) (citing Bayerische Landesbank, N.Y. Branch v. Aladdin Cap. Mgmt. LLC, 692 F.3d 42, 49 (2d Cir. 2012) (citing Handelsman v. Bedford Vill. Assocs. Ltd. P'ship, 213 F.3d 48, 51-52 (2d Cir. 2000))).
Judge Cogan observes "It [Congress] must also be aware that few, if any, states require under their limited liability company statutes that organizers publicly file a list of their members, making it more difficult to allege their citizenship in federal court." However, California does require that a limited liability company file a statement of information listing the name and business or residence address of each member when no manager has been elected or appointed. Cal. Corp. Code §17702.09(a)(5). This information may assist plaintiffs in determining whether diversity exists, it will not suffice by itself because, as Judge Cogan observes, diversity jurisdiction depends upon citizenship and not simply residency. Of course, if a manager has been elected or appointed, the statement of information is not required to list the LLC's members.
A few years ago, I wrote about the diversity and the memberless LLC.
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