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CALIFORNIA CORPORATE & SECURITIES LAW

Contractors Do It, PIs Do It; Why Not Real Estate Brokers?

Individuals and corporations, but not limited liability companies, may be licensed as real estate brokers under the California Real Estate Law.  This is a result of a bargain reached when California’s enacted its first limited liability company law – the Beverly-Killea Act.  In order to overcome the objection of the California Trial Lawyers Association, the act proscribed…

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Are LLC Interests Securities in California?

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,…

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Foreign LLCs Take Note: This Legislative Oversight May Affect You Too

Section 407 of the California Labor Code 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 shall not be advertised or held out in any way as a part of the consideration…

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Legislature Poised To Impose Huge Costs By Rewriting Every California LLC Operating Agreement

On January 1, 2016, the operating agreement of every limited liability company organized under Beverly-Killea Limited Liability Company Act, Cal. Corp. Code §§ 17000 et seq. may be amended.  This is no Millerite prophecy.  The legislature is poised to pass SB 323 (Vargas) when it returns from its summer recess on August 6.  That bill would make the…

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