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Limited Liability Company (LLC) Corporations Code

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

Patton Sullivan Brodehl LLP

LLCs Can Assert Offensive Claims Against Members

In “business divorce” litigation involving LLCs, it is common to see a disgruntled LLC member asserting claims against the LLC’s manager. Depending on the type of harm alleged, those claims might be asserted directly (by the...more

Patton Sullivan Brodehl LLP

The “Minority Interest Discount” in LLC Statutory Buyouts

A prior post — Statutory LLC Buyouts – “Fair Value” vs. “Fair Market Value” — covered an unpublished opinion filed in 2021 addressing the difference between the statutory buyout processes governing California corporations and...more

Allen Matkins

Diversity May Be Hard To Find When It Comes To LLCs

Allen Matkins on

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. ...more

Allen Matkins

What About Acts By Members That Are Not Apparently For Carrying On In The Ordinary Course Of An LLC's Business?

Allen Matkins on

California's version of the Revised Uniform Limited Liability Company Act provides that in the case of a member managed limited liability company provides...more

Allen Matkins

The One Where Everyone Got The Statute Wrong

Allen Matkins on

In yesterday's post, I discussed the Court of Appeal's unpublished opinion in Milks v. Affirmed Techs., LLC,  2024 WL 1502944 (Cal.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...more

Allen Matkins

A California LLC Endures Forever, A Nevada LLC Not So Long

Allen Matkins on

California's Revised Uniform Limited Liability Company Act endows limited liability companies with a certain level immortality.  Corporations Code Section 17707.06(a) provides...more

Allen Matkins

California May Soon Define "Corporation" To Include That Are Not Corporations

Allen Matkins on

The California Corporations Code is a misnomer.  While the Corporations Code does in fact govern corporations, it also governs a wide variety of unincorporated entities, including general partnerships, limited partnerships,...more

Allen Matkins

California Court Opines On Fiduciary Duties Of LLC Members And Covenants Not To Compete

Allen Matkins on

Yesterday, the Fourth District Court of Appeal issued a noteworthy opinion addressing at least two significant questions.  Samuelian v. Life Generations Healthcare, LLC, 2024 WL 3878448....more

Patton Sullivan Brodehl LLP

LLC Members May Ratify Prior Defective Actions

Actions taken within business entities are sometimes deemed invalid due to procedural defects.  For corporations, section 119 of the Corporations Code establishes a clear procedure by which defective actions can be ratified...more

BCLP

Corporate Transparency Wave: New York and Beyond - What Businesses Need to Know About the New or Proposed State Laws on Corporate...

BCLP on

The federal Corporate Transparency Act (the “CTA”) has prompted certain states to consider their own laws aimed at increasing the transparency of beneficial ownership. This article delves into the recently enacted New York...more

Patton Sullivan Brodehl LLP

The Perils of Buying Property from an LLC with Competing Claims to Managerial Authority

Prior LLC Jungle posts have addressed the tricky issue of LLC managerial authority in the context of the LLC’s dealings with third parties... As referenced in those posts, under Corporations Code section 17703.01, when an...more

Allen Matkins

Not Every California Corporation Is Governed By The California General Corporation Law

Allen Matkins on

The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law.   In fact, the Corporations Code...more

Allen Matkins

What Egregious Error Have Courts Made Nearly 9,000 Times (And Counting)?

Allen Matkins on

In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies...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

What Happens When An LLC Member Dies?

Allen Matkins on

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...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

Common Law And The California Revised Uniform Limited Liability Company Act

Allen Matkins on

Section 17701.7 of the California Corporations Code sets up two arguably contradictory rules.  Subdivision (b) provides that unless displaced by "particular provisions" of the California Revised Uniform Limited Liability...more

Allen Matkins

When A 20% Interest May Be a 40% Interest

Allen Matkins on

The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents.  However, Section 25120 of the California Corporations Code makes it...more

Allen Matkins

The Too Too Unpardonable Fault Of Conflating LLCs And Corporations

Allen Matkins on

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 A...more

Allen Matkins

Court Finds Plaintiff Failed To Plead Impropriety Of LLC Distributions

Allen Matkins on

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....more

Allen Matkins

May A Member Of A California LLC Consent To The Jurisdiction Of Another State's Courts?

Allen Matkins on

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

Patton Sullivan Brodehl LLP

“Equitable Buyout” as a Remedy for LLC Wrongdoing?

In the world of LLCs, buyouts — where one member sells his/her membership interest to another member or the LLC itself — are commonplace. Buyouts generally fall into one of two categories: contractual — where the...more

Allen Matkins

Does The California Legislature Really Believe In the Existence Of Limited Liability Corporations?

Allen Matkins on

The California Corporations Code includes provides for the formation of corporations as well as limited liability companies.  However, it does not provide for the formation of limited liability corporations.  Oddly, however,...more

Williams Mullen

North Carolina Business Court’s Recent Opinions on Advancements and Indemnification for Company Officials

Williams Mullen on

Serving as a company official—whether an LLC manager or an officer or director of a corporation—can sometimes be a risky prospect. Company officials on occasion find themselves at the center of complex litigation solely...more

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