Posts by Richard Burt
Is Your Out of State LLC Doing Business in California? Here’s What to Know
What if a corporation or a limited liability company (LLC) is formed in another state, like Delaware or Nevada, but does business in California? The out of state LLC doing business in California (a “foreign” business entity) must register with the state, file tax returns, and (most important to the state) pay taxes to California.…
Read MoreBreach of warranty in the sale of goods and the statute of limitations
Cardinal Health 301, Inc. v. Tyco Electronics Corp. (2008) 169 Cal. App. 4th 116. Holdings Noted The four-year statute of limitations bars warranty claims unless the warranty explicitly extends to future performance of the goods and discovery of the breach must await such future performance. A warranty that the goods will have a “mechanical life…
Read MoreAdministrative 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 law (and became Chapter 679). This law creates a new form of dissolution, administrative dissolution,…
Read MoreIs the CA Certificate Status company a scam?
Lately, my clients have been receiving a solicitation from a company calling itself CA Certificate Status, which offers to obtain from the California Secretary of State a certificate of status for a company. The solicitation preaches the possible benefits of a certificate of status and offers to obtain one for a fee of $87.25. For…
Read MoreImpending Changes to the required Statement of Information
Beginning Monday, April 29, 2024, the California Secretary of State will no longer accept statements of information on paper. A corporation will be permitted to file only online through the BizFile portal. There are some enhancements to the online statement of information form: • California nonprofit religious and public benefit corporations will be able to…
Read MoreI have no connection with TrademarkFormation.com
I have been receiving calls from prospective customers of TrademarkFormation.com asking if I am associated with the company since the street address shown on TrademarkFormation.com website is the same as mine: 55 S. Market Street, Suite 1500, San Jose, California. I have nothing to do with Trademark Formation, and I am informed that none of…
Read MoreStock without Certificates
Now that we are moving more and more into electronic records, can we dispense with stock certificates? Yes, we can, but for most closely held corporations, it may not be worthwhile to change to certificate-less stock. The failure to issue stock certificates is sometimes cited by courts as a factor in disregarding the corporate entity…
Read MoreNon-Compete Clauses for Employees Become Radioactive in California
California has for over 80 years prohibited covenants not to compete (also called non-compete clauses) except in a handful of cases. The basic prohibition is in Business & Professions Code § 16600, which provides: Except as provided in this chapter, every contract by which anyone is restrained from engaging in a lawful profession, trade, or…
Read MoreOut-of-State LLC Owning Property in California
Experienced San Jose, CA Foreign LLC Lawyer Ready To Assist You Many California residents are members of LLCs formed under the law of other states (often referred to as “foreign LLCs”). California, being hungry for tax revenue, often tries to tax the LLC on the ground that it is doing business in California. Obviously, if…
Read MoreI Asked ChatGPT a Legal Question–Here’s What It Said
I posed the following question to ChatGPT: What is the difference between a corporation and an LLC? Here is the response generated by ChatGPT (with my comments in red): A corporation and a limited liability company (LLC) are two different types of business entities with distinct characteristics and differences. Here are some key differences between…
Read More