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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...more

3/31/2014 - Articles of Incorporation Incorporation LLC Operating Agreements

Where Exactly Is It Written That Shareholders Aren’t Liable For Corporate Debts?

Recently, UCLA Law School Professor Stephen Bainbridge took notice of Section 6.22(b) of the Model Business Corporation Act and asked what might lead a corporation to waive the limited liability of shareholders in its...more

11/8/2013 - Articles of Incorporation Debt Personal Liability Shareholders

In This Church Versus State Battle, The State Prevailed

Borrowing a bon mot from the riding arena, there are two kinds of California corporate lawyers, those who have had a filing rejected by the Secretary of State’s office and those that will. As almost every corporate lawyer in...more

9/6/2013 - Articles of Incorporation Catholic Church Churches Religion Secretary of State

The General Corporation Law Is “English Only”

In China’s Hunan province, a written syllabic script was created, used and understood only by women. This script is called NüShu (??), meaning women’s book. As far as I know, NüShu is the only exclusively gender based...more

6/26/2013 - Articles of Incorporation Documentation Incorporation

Directors May Be Invested With Super Powers In Nevada But Not California

Directors With Super Powers - Sometimes investors would like to endow one or more directors with greater voting powers. This is possible with a Nevada corporation by virtue of NRS 78.330(3) which provides “ The articles...more

2/5/2013 - Articles of Incorporation Benefit Corporations Corporate Forms Directors Voting Powers

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...more

1/29/2013 - Articles of Incorporation Bylaws Directors Indemnification Clauses Officers

Does The Authorization Or Issuance Of A New Class Of Stock Require Qualification?

Corporations often amend their articles of incorporation to create one or more new classes of securities. These newly created classes often have priority over the previously issued and outstanding shares. Does the amendment...more

1/18/2013 - Articles of Incorporation Class of Stock

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