Author Archives: Richard Burt

Business Law Attorney Richard Burt Helps Draft New Corporate Law

A corporation is typically dissolved when the shareholders holding shares that have 50% or more of the voting power elect to dissolve. When an order for relief has been entered under Chapter 7 of the U.S. Bankruptcy Code, the board … Continue reading

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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 , , , , , , , , | Comments Off on LLC Bound by Contract Even Though Contract Was Outside Its Purpose and Signatory Was Technically Not a Manager

Ownership of Passive LLC Interest in Manager-Managed LLC Not “Doing Business” in California

The following is the text of an e-bulletin that I authored and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. In  Swart Enterprises, Inc. v. Franchise Tax Board  (Jan. 12, … Continue reading

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Individualized Promissory Note Held Not To Be a Security

The following is the text of an e-bulletin that I authored and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. In People v. Black (Feb. 16, 2017), the court of … Continue reading

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BOE Tax Clearances

When a business that sells or leases goods at retail owes sales taxes to the California Board of Equalization (BOE), the buyer of the business can be responsible for paying the BOE the amount owing if the seller does not … Continue reading

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EDD Tax Clearance Certificates

When a business is an employer that owes contributions, interest, or penalties to the California Employment Development Department (EDD), the buyer of the business can be responsible for paying the EDD the amount owing if the seller does not pay … Continue reading

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New LLC Statement of Information Form

Every two years, a California limited liability company must file a statement of information with the California Secretary of State. The same is true for  a limited liability company formed in another state but registered to do business in California. In the past, … Continue reading

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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

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LLC Annual Fee Clarified by Franchise Tax Board

A limited liability company (“LLC”) doing business in California (whether organized under California law or the law of another state) must pay an LLC annual fee on its “total income from all sources derived from or attributable to this state.” … Continue reading

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Here’s One Way Not to Pay Taxes – Legally!

California charges a minimum franchise tax of $800 each year. This is a tax on the privilege of being a corporation. It doesn’t matter whether the corporation is profitable or even if it has any revenue. The state wants its … Continue reading

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