News & Analysis as of

Limited Liability Company (LLC) California

Husch Blackwell LLP

CDTFA Cannabis Creditor: Myths and Truths

Husch Blackwell LLP on

Dealing with creditors is never a fun experience. However, some creditors are more severe than others, especially in the cannabis industry. One of those is the California Department of Tax and Fee Administration (CDTFA),...more

Allen Matkins

Does LLC Cancellation Constitute An Affirmative Defense?

Allen Matkins on

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

Holland & Hart LLP

Navigating Corporate Veterinary Practices in California: A Look at AB 1535 and LLCs

Holland & Hart LLP on

Pet owners in California pamper their pets: According to DollarGeek, Californians spend more on their animal companions than pet owners in any other state, and their expenditures include medical care. This fact alone (not to...more

Allen Matkins

What Happens When An LLC Member Dies?

Allen Matkins on

To every member of a limited liability company who is a natural person, death will come "soon or late".   The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when...more

Allen Matkins

Will Your Next California Non-Compete Dispute Be Adjudicated In The Delaware Court Of Chancery?

Allen Matkins on

Sunder Energy, LLC recently sought to enforce a non-compete agreement against its former head of sales in the Delaware Court of Chancery.  Sunder Energy, LLC v. Jackson, 2023 WL 8166517.  Vice Chancellor J. Travis Laster...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

Does A General Partnership Terminate And Then Dissolve Or Dissolve And Then Terminate?

Allen Matkins on

In a recent unpublished opinion*, the Court of Appeal considered the question of partnership termination under the California Revised Uniform Partnership Act. Wickline v. Schweder, 2023 WL 6155353 (Cal. Ct. App. Sept. 21,...more

Allen Matkins

When The Band Breaks Up

Allen Matkins on

Last May, Andy Greene wrote an article for RollingStone magazine about the "the biggest, messiest band breakups in music history".  In the introducing his list of the 50 worst breakups, Mr. Greene observed...more

Allen Matkins

California Says Corporations And LLCs Can't Be Directors; The Securities Exchange Act Apparently Believes Otherwise

Allen Matkins on

Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors.  My answer at the time was "no" because Section 164 of the Corporations Code defines...more

Lowenstein Sandler LLP

Leading National Trend, California Enacts Sweeping Climate-Disclosure Laws

Lowenstein Sandler LLP on

On Oct. 7, California Gov. Gavin Newsom signed into law two bills—Senate Bill 253 and Senate Bill 261—that will require thousands of public and private companies doing business in California to make broad disclosures of...more

Allen Matkins

What Does California's Real Estate Law Have Against Limited Liability Companies?

Allen Matkins on

The California Real Estate Law is decidedly standoffish when it comes to limited liability companies.  While it allows corporations to be licensed as real estate brokers, it makes not such allowance for limited liability...more

Allen Matkins

Common Law And The California Revised Uniform Limited Liability Company Act

Allen Matkins on

Section 17701.7 of the California Corporations Code sets up two arguably contradictory rules.  Subdivision (b) provides that unless displaced by "particular provisions" of the California Revised Uniform Limited Liability...more

Allen Matkins

When A 20% Interest May Be a 40% Interest

Allen Matkins on

The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents.  However, Section 25120 of the California Corporations Code makes it...more

Allen Matkins

The Too Too Unpardonable Fault Of Conflating LLCs And Corporations

Allen Matkins on

Law Professors Samantha Prince and Joshua Fershee have recently completed an article on the importance of not conflating limited liability companies with corporations.  In An LLC By Any Other Name Is Still Not A...more

Allen Matkins

A Little Big Change For Articles Of Organization Of California LLCs

Allen Matkins on

In 2022, the California legislature amended several provisions of the California Revised Uniform Limited Liability Company Act, including Section 17702.01 which lists what must be included in the articles of organization of a...more

Allen Matkins

Court Finds Plaintiff Failed To Plead Impropriety Of LLC Distributions

Allen Matkins on

The California Revised Uniform Limited Liability Company Act defines a "distribution" as a transfer of money or other property from a "limited liability company" (Cal. Corp. Code § 17701.02(k)) to another "person" (Cal. Corp....more

Allen Matkins

May A Member Of A California LLC Consent To The Jurisdiction Of Another State's Courts?

Allen Matkins on

Section 17701.10 of  California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes...more

Jackson Lewis P.C.

California State Grant Program for COVID-19 Supplemental Paid Sick Leave

Jackson Lewis P.C. on

The COVID-19 State of Emergency may be over but many employers are still feeling the economic effects of the pandemic. In 2022, when COVID-19 Supplemental Paid Sick Leave (SPSL) was extended for the final time, the...more

Allen Matkins

How Many Offices Must A California LLC Have?

Allen Matkins on

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

Allen Matkins

This Amendment To An LLC's Articles Of Organization Is Strictly Verboten!

Allen Matkins on

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

Patton Sullivan Brodehl LLP

Alter Ego Liability for LLC Managers: the Facts Matter

Alter ego liability is a frequent topic covered in The LLC Jungle — see here for a list of all prior “alter ego” related posts. The alter ego doctrine allows a court to disregard a corporate entity (including LLCs) and...more

Pillsbury - SeeSalt Blog

No Day Off for Buehler: California Sources Gain from Sale of Intangible to Domicile and Denies Other State Tax Credit

The California Office of Tax Appeals (OTA) held a California resident was not entitled to claim an other state tax credit (OSTC) for taxes paid to Massachusetts because gain from the sale of an LLC membership interest was...more

Allen Matkins

Does The California Legislature Really Believe In the Existence Of Limited Liability Corporations?

Allen Matkins on

The California Corporations Code includes provides for the formation of corporations as well as limited liability companies.  However, it does not provide for the formation of limited liability corporations.  Oddly, however,...more

McDermott Will & Emery

Buehler Doesn’t Get a Day Off from Double Taxation

McDermott Will & Emery on

The California Office of Tax Appeals (OTA) recently held that a California resident’s income tax paid to Massachusetts from the sale of his membership interest in a limited liability company (LLC) doing business in...more

Patton Sullivan Brodehl LLP

The “DAO Jungle” Chronicles: Federal Court Allows DAO to be Sued as a Partnership

In a prior post — The DAO Jungle? — we recapped the State of Wyoming’s new legislation extending LLC protections to Decentralized Autonomous Organizations (DAOs). Under that Wyoming law, a DAO could register as a LLC and its...more

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

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Collection of Information

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How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

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How is your information shared?

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How We Protect Your Information

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Children's Information

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Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
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You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

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How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

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Controlling and Deleting Cookies

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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