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...more
Hillsborough Dev. Co., LLC v. Annen Case No. D074818 (Cal. Ct. App. Aug. 9, 2019) involved a disputed removal of an LLC's manager by a majority of the members. The LLC agreement was silent on how the manager could be removed...more
As one might expect, the California Corporations Code includes California General Corporation Law. The Corporations Code covers a lot more than corporations, however. It includes, for example, California's partnership,...more
When the legislature enacted the former Beverly-Killea Limited Liability Company Act in 1994 it included a levy on LLCs equal to specified dollar amounts based on the total income from all sources reportable to this state for...more
If you skimmed the title of today's post, you might have concluded that it asks a question with an obvious answer: Do limited liability companies exist in California law? The answer is that they have been statutorily...more
California's first limited liability company act was known as the Beverly-Killea Limited Liability Company Act, former Corporations Code Section 17000 et seq. In 2012, the legislature replaced it with the ill conceived...more
Professor Joshua Fershee has been fighting the good fight on limited liability company nomenclature, but I fear that he is losing. For example, the following appeared in a recent U.S. Magistrate's ruling denying a...more
Yesterday's post concerned a recent federal district court decision applying the corporate alter ego doctrine to a Nevada limited liability company. Bustos v. Dennis, 2018 U.S. Dist. LEXIS 45764. An update to this post...more
Yesterday, the U.S. Supreme Court heard oral arguments in Sveen v. Melin (Case No. No. 16-1432). The case involved a dispute over life insurance proceeds between a decedent's former spouse and his children by a former...more
Justice Kenneth R. Yegan clearly and concisely frames the question in Western Surety Co. v. La Cumbre Office Partners, LLC, 2017 Cal. App. LEXIS 77 (2017)...more
Readers of this blog will know that I’ve been censorious of California’s Revised Uniform Limited Liability Company Act (CARULLCA), Corporations Code §§ 17701.01 – 17713.13. The Partnership and Limited Liability Companies...more