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If You Pay More, Do You Actually Get More?

The typical private fund is organized as a limited partnership or limited liability company that is managed by a general partner or manager. The fund manager is usually compensated in three ways – an annual management fee...more

6/14/2013 - Fees Fund Managers Limited Partnerships LLC Private Funds

Conversion Is Not So Easy, And So Smooth A Thing . . .

Entity conversions are a relatively new phenomena. The legislature first provided for conversion in 1999 when it enacted AB 197 (Ackerman). The conversion of partnerships and limited liability companies to other types of...more

6/12/2013 - Corporate Conversions LLC Partnerships

Bill Aims To Make Foreign Nonqualified LLC Contracts Voidable

As discussed in prior posts, “transacting intrastate business” is not the same as “doing business”. See You may Be Doing Business in California Even When Not Transacting Intrastate Business. The former is what determines...more

5/6/2013 - Franchise Tax Board LLC Voidable

The FTB’s “Doing Business” Trap For Foreign LLCs With California Managers, Members Or Agents

According to the California Franchise Tax Board, a limited liability company classified as a partnership must do all of the following...more

4/8/2013 - Franchise Tax Board LLC Partnerships

Bill Would Mandate Indemnification Of LLC Agents

California’s current limited liability act permits indemnification of any person (including any manager, member, officer, employee, or agent of the limited liability company) against judgments, settlements, penalties, fines,...more

2/26/2013 - Fiduciary Duty Indemnification Limited Liability Act LLC RULLCA

Here’s One More Thing You Can Do Legally In Nevada But Not In California

Suppose you are a real estate developer with two buildings and you anticipate that investors in each building will have different investment objectives. If the buildings are placed in a single limited liability company, each...more

2/6/2013 - Choice-of-Law Foriegn LLCs LLC Real Estate Investments RULLCA Series LLC

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...more

1/31/2013 - Filing Deadlines Foreign Corporations LLC Penalties Secretary of State Transacting Intrastate Business

California’s GO-Biz Site Bedeviled By Errors and Omissions

According to the website, the California Governor’s Office of Business and Economic Development (GO-Biz) was created ”to serve as California’s single point of contact for economic development and job creation efforts”. While...more

1/2/2013 - LLC

Changes In California Business Entity Filings Take Effect Next Week

The California Secretary of State has given notice of the following changes to business entity filings...more

12/28/2012 - Agents Foreign Corporations LLC Secretary of State Service of Process

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