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Business Formation Corporations Code

Business formation is the process of establishing a legal entity to carry out a particular entreprise.  The law provides several entity options, each with its own advantages and disadvantages. Limited... more +
Business formation is the process of establishing a legal entity to carry out a particular entreprise.  The law provides several entity options, each with its own advantages and disadvantages. Limited Liability Corporations (LLC), Limited Liability Partnerships (LLP), and S-Corporations are a few examples of available options. When forming a business, founders can choose whichever entity-type best aligns with their specific tax and liability needs and considerations. Other important aspects of forming a business include drafting a comprehensive business plan, choosing appropriate insurance, establishing personnel policies and protecting intellectual property.  less -
Allen Matkins

Bill Would Vest Secretary Of State With Broad Powers To Cancel Business Entities

Allen Matkins on

Last month, California State Senator Monique Limón introduced a bill, SB 1168,  that would endow the California Secretary of State with the power to cancel the articles of a domestic corporation or the filing of a statement...more

Allen Matkins

Does LLC Cancellation Constitute An Affirmative Defense?

Allen Matkins on

Section 17707.08(c) of the California Corporations Code provides...more

Allen Matkins

What To Do When A Business Entity Has Been Wrongfully Begotten

Allen Matkins on

Over the years, I have been frequently called to assist in cases of wrongful termination. Rarely have I encountered the converse - the formation of an entity using a stolen identity.  Fortunately, the Civil Code has created a...more

Allen Matkins

What Is A "Joint Stock Association"?

Allen Matkins on

Part 3 of Title 3 of the California Corporations Code is comprised of four statutes governing "joint stock associations".  Oddly, the Corporations Code makes no attempt to define the term and it does not appear in any other...more

Allen Matkins

May A Cancelled Limited Liability Company Convey Property?

Allen Matkins on

When a California limited liability company files a certificate of cancellation its powers, rights, and privileges cease.  Cal. Corp. Code § 17707.08(b)(2)(C).  This seemingly would preclude any further activity by the LLC,...more

Allen Matkins

May A Joint Venturer Withdraw From A Joint Venture In Order To Pursue A Joint Venture Opportunity?

Allen Matkins on

California's Uniform Partnership Act of 1994 provides that a partner has a duty to refrain from competing with the partnership in the conduct of the partnership business "before the dissolution of the partnership".  Cal....more

Allen Matkins

Did The Ninth Circuit Find That Intent Matters In Determining Whether A Partnership Had Been Formed?

Allen Matkins on

Earlier this week, I wrote about a recent article by Professor Douglas K. Moll that argues that treating contractual disclaimers of partnership as dispositive is inconsistent with modern statutes, including the Revised...more

Allen Matkins

This California LLC Statute Entirely Bungles The Internal Affairs Doctrine

Allen Matkins on

At first glance, California Corporations Code Section 17708.01(a) appears to be a rather straightforward enunciation of the "internal affairs doctrine" as applied to foreign limited liability companies...more

Allen Matkins

Court Insists No Standing In LLC Derivative Actions Without Continuous Ownership

Allen Matkins on

Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code.  That statutes provides that “no action shall be instituted or maintained...more

Allen Matkins

Why I Find This Case To Be So Confusing

Allen Matkins on

I recently came across Judge William Alsup's ruling in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676.  However, the first two sentences of the ruling left me baffled...more

Allen Matkins

The Curious Case Of The Unregistered Foreign LLC

Allen Matkins on

I recently came across and was baffled by the following decision...more

Allen Matkins

FTB Publishes Disinformation About Corporations

Allen Matkins on

Recently, I happened across a summary of the “key features” of a corporation on the California Franchise Tax Board’s website. Recognizing that it is always a challenge to summarize accurately complex legal matters, I do beg...more

Baker Donelson

New Louisiana Business Corporation Act: A Dozen Key Changes to Consider

Baker Donelson on

The old Louisiana Business Corporation Law (Old LBCL) was replaced by the new Louisiana Business Corporation Act (New LBCA) on January 1, 2015. The complete text of the New LBCA can be found in this post, and the following...more

Allen Matkins

The Academy Loves Nevada Corporate Law!

Allen Matkins on

The incognoscenti may not know it, but today is Nevada Day. On this date in 1864, Nevada joined the Union and helped support the reelection of Abraham Lincoln and the Thirteenth Amendment. Delaware did not – it joined New...more

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