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, including any further dispositions of its property.  Section 17707.06(a), however, provides that an LLC that has filed a certificate of cancellation "nevertheless continues to exist for the purpose of  . . . disposing of and conveying its property".  This would seem to place Section 17707.06(a) at odds with Section 17707.08(b)(2)(C).  However, in 2022, the California Lawyers Association sponsored legislation, AB 1802, that added "except as provided in Section 17707.06" to Section 17707.08(b)(2)(C).

If a cancelled LLC continues to dispose of and convey its property, who can act on behalf of the LLC?  Section 17707.06(d) provides the following answer:

After cancellation of the limited liability company, the limited liability company is bound by both of the following:

(1) The act of a person authorized to wind up the affairs of the limited liability company, if the act is appropriate for winding up the activities of the limited liability company.

(2) The act of a person authorized to act on behalf of the limited liability company, if the act would have bound the limited liability company before cancellation, if the other party to the transaction did not have notice of the cancellation.

I find the statement that the LLC is bound by "both" to be less than pellucid.  One reading of the statute is that the acts of both of the specified persons is required for a cancelled LLC to be bound.  However, it seems to me that the intention was that the acts by either, not both, would bind the LLC.

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