Episode 6: Tom Rutledge Takes on LLC Member Expulsion
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
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
California's Revised Uniform Limited Liability Company Act includes two separate provisions validating notes, mortgages, evidences of indebtedness, contracts, certificates, statements, conveyances or other written instruments...more
The California Revised Uniform Limited Liability Act originally provided that "A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending...more
Professor Joshua Fershee continues to chide courts for "careless language related to limited liability companies (LLCs)". His post on the Business Law Prof Blog notes and quotes, but does not cite, a ruling from the Northern...more
California's Revised Uniform Limited Liability Company Act provides that a limited liability company member may dissociate either "rightfully or wrongfully". Cal. Corp. Code § 17706.01(a). A dissociation is wrongful when,...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
I always enjoy hearing from readers of this blog, although I must admit that I enjoy it more when they are not pointing out an error. Last Friday, I noted that Professor Douglas K. Moll was questioning why California's...more
On January 1, 2014, a new law governing limited liability companies (“LLCs”) went into effect in California. The California Revised Uniform Limited Liability Company Act (“RULLCA”)1 superseded in its entirety the prior...more
On January 1, 2014, California’s Beverly-Killea Limited Liability Company Act (Old Act) was superseded by the California Revised Uniform Limited Liability Company Act (New Act). The New Act includes a number of substantive...more
Effective January 1, 2014, the existing limited liability company (LLC) statute in California (the “Old Act”) will be replaced by the California Revised Uniform Limited Liability Company Act (RULLCA). Actions taken by...more
During the recently completed legislative session, the Florida Legislature unanimously adopted CS/SB 1300, which is a complete re-write of Florida's limited liability company statute. The new limited liability company act...more