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CALIFORNIA CORPORATE & SECURITIES LAW

One More Thing That A Limited Liability Company May Not Be Able To Do

California law does not permit limited liability companies to render a variety of professional services.  See,  Contractors Do It, PIs Do It; Why Not Real Estate Brokers?  To add insult to injury, the California General Corporation Law does not explicitly authorize LLCs to act as incorporators, even while permitting a wide variety of natural and unnatural persons to…

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When Incorporating, Stay Off The “Highway of Sorrow” For There May Be No Turning Back

As an erstwhile player of the five-string banjo, I’m a big fan of Bluegrass music.  One of my favorite songs is the rueful “Highway of Sorrow” as performed by the great flat pick guitar player Doc Watson.  The song includes these mournful lines: I’m heading for destruction, I’m on the wrong track Down the highway of sorrow, there’s no…

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One More Thing That LLCs Can’t Do In California . . .

Recently, I wrote about what happens when an incorporator dies.  This will be an issue, of course, only when the incorporator is a natural person.   Thus, the problem of the dead incorporator can be avoided entirely by having a non-natural person, such as a corporation, fulfill the parental responsibilities.  The legislature, however, has decided that not just…

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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…

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