In yesterday's post, I discussed the Court of Appeal's unpublished opinion in Milks v. Affirmed Techs., LLC, 2024 WL 1502944 (Cal. Ct. App. Apr. 5, 2024), reh'g denied (Apr. 30, 2024). That case involved claims against a dissolved Nevada limited liability company and its alleged alter ego. As I discussed, the Court of Appeal applied Nevada's two-year survival statute rather than California's perpetual statute.
The plaintiff argued that Nevada's survival statute should not apply because he was not given notice of the LLC's dissolution. To support his argument, the plaintiff cited Corporations Code Section 12633. The Court of Appeal, however, noted that Section 12633 "sets out requirements for winding up corporations, not limited liability companies" (emphasis in original). That is only partially correct. The California Corporations Code governs many different types of corporations and unincorporated entities. Section 12633 is not part of the General Corporation Law. Rather, it is part of the Cooperative Corporation Law.
California's Revised Uniform Limited Liability Company Act does impose a similar notification requirement. Cal. Corp. Code § 17707.04(a). However, that statute imposes the obligation on the persons winding up the affairs of the "limited liability company", a term that is defined to refer to an entity formed under the RULLCA or that becomes subject to the RULLCA pursuant to its transition provisions. Cal. Corp. Code § 17701.02(k). As a "foreign limited liability company"(Cal. Corp. Code § 17701.02(j)), the Nevada LLC in Milks was therefore not subject to California's statutory notice requirement.
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