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CALIFORNIA CORPORATE & SECURITIES LAW

FTB Issues Legal Ruling Addressing Filing And Franchise Tax Obligations of LLCs And Their Members

I’ve written several posts on discussing the meaning and ramifications of “doing business” for California tax purposes.  See, e.g., Why Your LLC May Be Doing More Than You Think In California Even When It’s Doing Nothing, 60 Acres And A Lawsuit Challenging The FTB’s Interpretation of “Doing Business” (sorry, I don’t know the current status of…

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California RULLCA’s Impossible Pleading Requirement For Derivative Suits

California’s Revised Uniform Limited Liability Company Act requires a member of a domestic or foreign LLC to include two specific allegations in any complaint brought in the right of the company.  Failure to include these two allegations could bar the member from instituting or maintaining the suit.  Cal. Corp. Code § 17709.02(a).  The two allegations are:…

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Why A Form LLC-1 May Be Only Half Right

Under California’s new Revised Uniform Limited Liability Act, an LLC is formed when the California Secretary of State’s Office files the articles of organization.  Cal. Corp. Code § 17702.01(d).  Only five items of information are required to be disclosed in the articles.  Cal. Corp. Code § 17702.01(b)  These five items are included on the Secretary of…

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