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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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Some Corporations Code Mysteries

While many disagree with the policy choices made by the drafters of the California General Corporation Law, I think many would agree that the GCL is well drafted from a technical perspective.  I find it far better organized and accessible than Delaware’s code.  Nonetheless, there are a few mysteries that I find intriguing and at…

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Are Charter Indemnification Provisions Contracts?

Public companies typically include provisions in their articles and bylaws that mandate indemnification of directors and officers.  Often, these provisions include a statement to the effect that the rights to indemnification are a contract right.  However, declaring that a contract exists does not necessarily establish a contract.  Fortunately, the California Civil Code provides some rules for…

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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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