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Business Formation Corporations Code Limited Liability Company (LLC)

Business formation is the process of establishing a legal entity to carry out a particular entreprise.  The law provides several entity options, each with its own advantages and disadvantages. Limited... more +
Business formation is the process of establishing a legal entity to carry out a particular entreprise.  The law provides several entity options, each with its own advantages and disadvantages. Limited Liability Corporations (LLC), Limited Liability Partnerships (LLP), and S-Corporations are a few examples of available options. When forming a business, founders can choose whichever entity-type best aligns with their specific tax and liability needs and considerations. Other important aspects of forming a business include drafting a comprehensive business plan, choosing appropriate insurance, establishing personnel policies and protecting intellectual property.  less -
Holland & Knight LLP

Florida Passes New Protected Series LLC Legislation

Holland & Knight LLP on

The Florida Legislature passed CS/SB 316 and CS/HB 403 to add Protected Series LLC provisions to the Florida Revised Limited Liability Company Act, aligning with the Uniform Protected Series Act. This makes Florida one of the...more

Allen Matkins

Does LLC Cancellation Constitute An Affirmative Defense?

Allen Matkins on

Section 17707.08(c) of the California Corporations Code provides...more

Allen Matkins

May A Cancelled Limited Liability Company Convey Property?

Allen Matkins on

When a California limited liability company files a certificate of cancellation its powers, rights, and privileges cease.  Cal. Corp. Code § 17707.08(b)(2)(C).  This seemingly would preclude any further activity by the LLC,...more

Allen Matkins

This California LLC Statute Entirely Bungles The Internal Affairs Doctrine

Allen Matkins on

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...more

Allen Matkins

Court Insists No Standing In LLC Derivative Actions Without Continuous Ownership

Allen Matkins on

Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code.  That statutes provides that “no action shall be instituted or maintained...more

Allen Matkins

Why I Find This Case To Be So Confusing

Allen Matkins on

I recently came across Judge William Alsup's ruling in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676.  However, the first two sentences of the ruling left me baffled...more

Allen Matkins

The Curious Case Of The Unregistered Foreign LLC

Allen Matkins on

I recently came across and was baffled by the following decision...more

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