What Happens When The Incorporator Dies?
One or more natural persons may form a corporation under the California General Corporation Law “by executing and filing articles of incorporation”. Cal. Corp. Code § 200(a). A corporation’s existence begins upon the second of these acts – the filing of the articles. Cal. Corp. Code § 200(b). What happens if a natural person executes articles of incorpration but cashes in her chips before the Read more...
Court of Appeal Decides Buy-Out Questions Under Re-RULPA
California’s Uniform Limited Partnership Act of 2008, commonly known as Re-RULPA, established a mechanism by which partners can avoid a judicial dissolution of the partnership by purchasing for cash the partnership interest owned by the partners initiating the judicial dissolution proceeding. Cal. Corp. Code § 15908.02. This procedure was modeled after the buy-out procedures in the Beverly-Killea Limited Liability Company Read more...
One May Be The Loneliest Number But It’s Not A Partnership
Yesterday, a California Court of Appeal concluded that the idea of a one person partnership under the Revised Uniform Partnership Act has as much reality as a number whose square is a negative number. Corrales v. Corrales involved two brothers who used a “stationary-store form” to form a partnership. As the trial court observed, the partners then proceeded to ignore the agreement. But that’s Read more...
