Real Estate Withholding Credit for Pass-Through Entities

The California Franchise Tax Board (FTB) has recently published a reminder about credit for real-estate withholding. According to the FTB: Pass-through business entities that pass through their income, deductions, and credits to the owners must also pass through the real … Continue reading

Posted in Limited liability companies (LLC), Limited Partnerships, S corporations | Tagged , , , , , | Comments Off on Real Estate Withholding Credit for Pass-Through Entities

Perfected Security Interest Yields to Breach of Fiduciary Duty

If a party succeeds in perfecting a security interest in personal property by breaching a fiduciary duty, the security interest may be disregarded for the benefit of the person owed the fiduciary duty. In Feresi v. The Livery, LLC (2014) … Continue reading

Posted in Business Disputes, Limited liability companies (LLC) | Tagged , | Comments Off on Perfected Security Interest Yields to Breach of Fiduciary Duty

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 , , , , , | Comments Off on Out-of-State Business Entity Doing Business in California

Refund of Late-Filing Penalty for Single-Member LLCs

For income tax purposes, a single-member limited liability company (SMLLC) is treated as a disregarded entity. That means that the income or loss of the entity is reported by an individual taxpayer on Schedule C of the taxpayer’s tax return. … Continue reading

Posted in Limited liability companies (LLC), Uncategorized | Comments Off on Refund of Late-Filing Penalty for Single-Member LLCs

Presentation Given to the Santa Cruz County Bar Association on the New LLC Act

On February 3, 2014, I gave a presentation to members of the Santa Cruz County Bar Association on the new limited liability company act and how it will affect their clients. I am pleased to report that the presentation was well … Continue reading

Posted in Limited liability companies (LLC), Uncategorized | Comments Off on Presentation Given to the Santa Cruz County Bar Association on the New LLC Act

Bar Talk on the New LLC Act

On Monday, February 3, 2014, I will be giving a continuing education seminar to lawyers on “California’s New LLC Act.” Anyone interested can register at the bar’s website: http://www.santacruzbar.org/ .

Posted in Limited liability companies (LLC), Uncategorized | Comments Off on Bar Talk on the New LLC Act

Changes to California’s LLC Act — Get Ready or Get Skewered

California has a new LLC act, which took effect January 1, 2014. Although the new law has some useful features, most LLCs won’t need them. Unfortunately, the new law automatically applies to existing LLCs, and the new law contains provisions … Continue reading

Posted in Business Disputes, Entity Law, Limited liability companies (LLC) | Tagged , , , , , | Comments Off on Changes to California’s LLC Act — Get Ready or Get Skewered

Foreign LLC Can Enforce Sister-State Judgment without Qualifying to Do Business

In Conseco Marketing, LLC v. IFA and Insurance Services, Inc. (2013) 221 Cal. App. 4th 831, the court held that a limited liability company formed under the law of another state (a “foreign LLC”) need not qualify to do business … Continue reading

Posted in Foreign LLC, Limited liability companies (LLC), Qualifying to Do Business | Comments Off on Foreign LLC Can Enforce Sister-State Judgment without Qualifying to Do Business

Filing Requirements and Suspension of Corporate or LLC Powers

California limited liability companies (LLCs) and California corporations are creatures of statute, and their failure to comply with statutory requirements can lead to their rights, powers, and privileges being suspended by the state. Annual Report to Secretary of State Each … Continue reading

Posted in Alter Ego Liability, Limited liability companies (LLC), Piercing the Corporate Veil | Tagged , , | Comments Off on Filing Requirements and Suspension of Corporate or LLC Powers

Bylaw Indemnification and the Statute of Frauds

In a recent post on his blog, Keith Bishop asks the question, Are charter indemnification provisions contracts? Many companies include provisions in their articles and bylaws that mandate indemnification of directors and officers, and they often say that they are … Continue reading

Posted in Contract Drafting, Directors and officers, Indemnification, Limited liability companies (LLC) | Tagged , , , , , | Comments Off on Bylaw Indemnification and the Statute of Frauds