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Richard Burt Professional Law Corporation
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Richard Burt Professional Law Corporation55 S Market St #1500
San Jose, CA 95113
Phone: (408) 286-7333 -
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Categories
- Alter Ego Liability
- Attorney-Client Matters
- Blue Sky Law
- Bulk Sale
- Business Disputes
- Buy-Sell Agreement
- Commercial Law
- Contract Drafting
- Corporate Law
- Covenant not to compete
- Directors and officers
- Entity Law
- Foreign LLC
- Indemnification
- Limited Liability Comanies (LLC's)
- Limited liability companies (LLC)
- Limited Liability Partnerships
- Limited Partnerships
- Mergers & Acquisitions
- Mergers and Acquisitions
- Minority Shareholders
- Non-competes
- Piercing the Corporate Veil
- Professional Corporations
- Purchase and Sale of a Business
- Qualifying to Do Business
- S corporations
- Securities Law
- Successor liability
- Suspended Entity
- Uncategorized
California Corporations Code Not Applied to Avoid Dissolution of Foreign Entities
When an action is brought to dissolve a California limited partnership or a California limited liability company, the California Corporations Code allows the other partners or the other members to avoid the dissolution by purchasing, for cash, the interests owned … Continue reading
Posted in Business Disputes, Buy-Sell Agreement, Corporate Law, Entity Law, Foreign LLC, Limited Liability Comanies (LLC's), Limited liability companies (LLC), Limited Partnerships
Tagged avoiding dissolution
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Administrative Dissolution of Corporations and LLCs Adopted in California
The following is the text of an e-bulletin that I wrote and that was published by the Corporations Committee of the Business Law Section of the California Lawyers Association. On September 22, 2018, Assembly Bill No. 2503 was signed into … Continue reading
Posted in Corporate Law, Entity Law, Limited Liability Comanies (LLC's), Limited liability companies (LLC), Suspended Entity
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LLC Bound by Contract Even Though Contract Was Outside Its Purpose and Signatory Was Technically Not a Manager
The following is the text of an e-bulletin that I authored on apparent authority and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. In Western Surety Co. v. La Cumbre … Continue reading
Posted in Business Disputes, Commercial Law, Contract Drafting, Corporate Law, Entity Law, Limited Liability Comanies (LLC's), Limited Liability Partnerships, Limited Partnerships, Uncategorized
Tagged apparent authority, authority of manager, authority of officers, CRULLCA, misdesignation of manager of LLC, misdesignation of office of officer, Revised limited liability company act, RULLCA, ultra vires
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Perils of Dissolution, or Hey, FTB, Where’s My Dough?
Sometimes a California limited liability company (LLC) or California corporation dissolves and files a final tax return which shows it has a refund coming, but the refund is $800 short. How could this happen? It’s because the Franchise Tax Board (FTB) … Continue reading
Posted in Entity Law, S corporations, Suspended Entity
Tagged final tax return, tax refund
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Don’t go to MyFTB.com. It’s not the official site.
To access your MyFTB account, go to the FTB’s website: www.ftb.ca.gov . Note that the word “my” is NOT part of the URL. MyFTB.com has been reported as a malware site.
Posted in Entity Law, Limited liability companies (LLC), S corporations
Tagged Franchise Tax Board, FTB
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Misleading Certificate of Status Solicitations
The California Secretary of State has issued warnings about misleading certificate of status solicitations. Directors and officers of corporations and managers and members of limited liability companies (LLCs) should be wary of such solicitations. As a public service, the text … Continue reading
Posted in Corporate Law, Directors and officers, Entity Law
Tagged certificate of status
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Out-of-State Business Entity Doing Business in California
An out-of-state business entity is a corporation or limited liability company formed under the law of another state (say, Delaware or Nevada). An out-of-state entity is often referred to as a “foreign” corporation or as a “foreign” LLC. An out-of-state … Continue reading
Posted in Corporate Law, Entity Law, Limited liability companies (LLC)
Tagged Delaware, foreign, Nevada, out-of-state, qualify to do business, register with Secretary of State
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Forming an Out-of-State Entity To Do Business in California
Sometimes the owner of a business in California believes that forming a business entity (such as a corporation or limited liability company) to do business in California is best done under Delaware law or Nevada law. While this may at … Continue reading
Posted in Entity Law
Tagged delaware corporations, delaware LLCs, foreign corporation, foreign llc, Nevada corporations, Nevada LLCs, out-of-state business
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Breach of Fiduciary Duty by Corporate Insiders Requires Remedy, Even if Damages Unclear
When corporate insiders transferred to a new corporation corporate assets claimed to be worthless, the shareholders had a right to a remedy, even if the damages were unclear. In Meister v. Mensinger (2014) 230 Cal. App. 4th 381, Sesame Technologies, Inc., was … Continue reading
Posted in Directors and officers, Entity Law, Minority Shareholders
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