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CALIFORNIA CORPORATE & SECURITIES LAW

June 30 Deadline Looms For Foreign Lending Institutions

California Corporations Code Section 191(d) provides that a “foreign lending institution” will not be considered to be “doing, transacting or engaging in business” in California solely by reason of engaging in specified categories of activities.  Those activities include, for example, the ownership of loans and the enforcement of loans.  Based on this statute, some foreign lending…

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Unregistered Foreign LLCs – Are They In Violation?

The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries.  Why, for example, did the legislature deem it necessary to change the default rules with respect to whether a California LLC is member-managed or manager-managed?  See Why A Form LLC-1 May Be Only…

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Legislature Imposes New Penalty On LLCs

As I discussed in this earlier post, “transacting intrastate business” is not the same as “doing business” in this state.  Foreign corporations and limited liability companies must register with the Secretary of State if they transact intrastate business.  Even though foreign corporations and LLCs are not transacting intrastate business in California, they may be considered…

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You May Be Doing Business In California Even When Not Transacting Intrastate Business

The Question In this Legal Ruling issued on 1/1/11, the Franchise Tax Board addressed the question of whether a sole owner of a disregarded entity (i.e., a qualified Subchapter S corporation or single member limited liability company) is “doing business” in California if the owner has no activities in California other than those of its disregarded entity.…

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