There are three paths to dissolution under California’s Revised Uniform Limited Liability Company Act (RULLCA). First, an event of dissolution set forth in a written operating agreement or the articles of organization may occur. Cal. Corp. Code § 17707.01(a). Second, ninety consecutive days may pass during which the limited liability company has no members. Cal. Corp. Code § 17707.01(c).
California Labor Code Section 407 may be a bit of a surprise to many lawyers both in and outside of the state. It provides: Investments and the sale of stock or an interest in a business in connection with the securing of a position are illegal as against the public policy of the State and
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 Committee of the Business Law Section of the California State Bar recognized the flaws in CARULLCA and worked on a bill, AB 506 (Maienschein), to fix its multifarious problems.
Readers of this blog should be well aware of California’s general antipathy to covenants not to compete. See The Point Of An Unenforceable Noncompete May Be Very Sharp Indeed,Covenants Not To Compete – Fourth DCA Considers A New Fine Question (Or Two), TRO Issued Enjoining Breach Of Non-Compete Agreement Clauses, No Surprises Here – California Court
Yesterday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015). That post discussed the Court of Appeal’s holding that under the General Corporation Law the dismissal of a cause of action for involuntary dissolution with prejudice vitiates any right to buy out the shareholder seeking dissolution. The plaintiff, however, also
When does life begin for a California limited partnership? The California Uniform Limited Partnership Act of 2008 seems to provide inconsistent answers. The first is found in Corporations Code Section 15902.01(a). In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by the Secretary
Does California consider membership interests in a limited liability company to be securities? There are two correct answers to this question – yes and no. As I discussed a few years back, the California Corporate Securities Law preceded even the idea of limited liability companies. When California’s first LLC law (the Beverly-Killea Act) was adopted,
The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries. Why, for example, did the legislature deem it necessary to change the default rules with respect to whether a California LLC is member-managed or manager-managed? See Why A Form LLC-1 May Be Only
Over a year ago, I wrote about an Iowa corporation, Swart Enterprises, Inc., which operates a 60 acre farm in Kansas. Swart has no physical presence in California. It owns no real or personal property in California. However, Swart had invested $50,000 investment in a manager-managed California LLC. Swart’s investment represented an ownership interest in the LLC
California’s Revised Uniform Limited Liability Company Act (RULLCA) took effect on the first of this year. The RULLCA repealed California’s first LLC law – the Beverly-Killea Limited Liability Company Act. The forced subjugation of pre-existing LLCs to the RULLCA is subject to constitutional question. See Legislature Shuts The Barn Door After The Horse Has Bolted And Then