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
Section 17701.10 of California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes...more
In a ruling handed down this week, U.S. District Judge Lawrence J. O'Neill addressed whether California law applied to derivative claims apparently brought on behalf of an Oregon entity. I found Judge O'Neill's ruling...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
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
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
California requires that the articles of organization of a limited liability company include the name and street address of the initial agent for service of process. Cal. Corp. Code § 17702.01(b)(4). In a recent ruling,...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
As one might expect, the California Corporations Code includes California General Corporation Law. The Corporations Code covers a lot more than corporations, however. It includes, for example, California's partnership,...more
California's first limited liability company act was known as the Beverly-Killea Limited Liability Company Act, former Corporations Code Section 17000 et seq. In 2012, the legislature replaced it with the ill conceived...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
Professor Joshua Fershee has been fighting the good fight on limited liability company nomenclature, but I fear that he is losing. For example, the following appeared in a recent U.S. Magistrate's ruling denying a...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
Practitioners under California’s Revised Uniform Limited Liability Company Act will be familiar with the concept of an “operating agreement” (Cal. Corp. Code § 17701.02(s)). Indeed, I expect that nearly every LLC formed...more
Readers will know that I have been a frequent critic of California’s Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. In many cases, it is simply hard to believe that the legislature really...more
Readers will know that I’m no fan of California’s Revised Uniform Limited Liability Company Act (aka CARULLCA). As originally enacted, the law was rife with technical errors. As the legislature continues to tinker with the...more
Readers of this blog will know that I’ve been censorious of California’s Revised Uniform Limited Liability Company Act (CARULLCA), Corporations Code §§ 17701.01 – 17713.13. The Partnership and Limited Liability Companies...more
When does life begin for a California limited partnership? The California Uniform Limited Partnership Act of 2008 seems to provide an inconsistent answers. The first is found in Corporations Code Section 15902.01(a)....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