The California Revised Uniform Limited Liability Company Act deals separately with the dissolution and cancellation of a California limited liability company and the cancellation of registration of a foreign limited liability...more
The California Revised Uniform Limited Liability Company Act contemplates requires that a California LLC have at least two types of offices - a principal office and a designated office....more
The California Revised Uniform Limited Liability Company Act requires that the articles of organization include several prescribed statements, including the street address of the limited liability company's initial principal...more
Earlier this week, Senator Melissa Hurtado amended her placeholding bill, SB 738, to flesh out her proposed Corporate Transparency Act. As amended, the bill would require foreign corporations that register to transact...more
The California Revised Uniform Limited Liability Company Act authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited...more
In April, I wrote about AB 2431 which modifies the statement of information a statement requirement for LLCs. In 2020, the legislature enacted AB 3075 (Gonzalez) to require that statements of information filed with the...more
As a result of the recent enactment of California's 2022-2023 Budget Bill, the California Secretary of State's office as announced a temporary waiver of many business entity filing fees. This waiver will last until June 30,...more
After the close of the Covid-19 pandemic shutdowns, domestic migration to the State of Texas soared to new heights not seen in any other state of the Union. Specifically, since April 1, 2020, the State of Texas has seen its...more
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
In 2020, the legislature enacted AB 3075 (Gonzalez) which, among other things, requires a corporation or an LLC to disclose in its statement of information filed with the Secretary of State whether any director of the...more
In California, all LLCs are required to periodically file a Statement of Information with the Secretary of State. The Statement of Information is posted to the Secretary of State’s website, and can be accessed by the public...more
So you did all the hard work that was necessary to get a new business off the ground. And you formed a new business entity with the Secretary of State to conduct that business, such as a corporation or limited liability...more
Corporations Code Section 17702.09 requires every California limited liability company and every foreign limited liability company registered to transact intrastate business in California to file and update a Statement of...more
Sometimes people get confused and will file a certificate of cancellation or dissolution with the California Secretary of State when the entity has not dissolved, much less completely wound up its affairs. The challenge then...more
Connecticut requires all annual report filings for limited liability companies (domestic and foreign) to be filed every year with the Connecticut Secretary of the State’s Office (the “Secretary”) by March 31 and all annual...more
California Corporations Code Section 17702.07(c) provides that an individual who signs a record authorized or required to be filed under the California Revised Uniform Limited Liability Company Act "affirms under penalty of...more
In the past week, our firm has had several clients receive in the mail, and fortunately ask us about, a form titled “2019 – Period Report Instruction Form (Colorado LLCs)”. This form purports to advise the client that the...more
In June 2017, the California Secretary of State announced the debut of Bizfile, an online portal to help businesses file, search, and order business records quickly and conveniently from one webpage. Over the last year, the...more
When I first heard about Delaware's new statute establishing a procedure for dividing a limited liability company, I immediately flashed back to High School Biology class and meiosis. In meiosis 1, a single cell divides into...more
...Businesses, like violins, need regular maintenance. What needs to be done may well depend upon the type of business and how many owners and employees it has. However, all businesses need certain routine “maintenance” to...more
Marlene Dietrich reportedly said "When you're dead, you're dead, thats it." At one time, that was true of limited liability companies formed under California's Revised Uniform Limited Liability Company Act. ...more
Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) ...more
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...more
The California Revised Uniform Limited Liability Company Act explicitly bans a number of different words from being included in LLC names: The name shall not include the words “bank,” “trust,” “trustee,”...more
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