Administrative Dissolutions

Posted on October 1, 2021 by Richard Burt

As previously posted on this blog, California law was changed (AB 2503) to allow the state to dissolve entities administratively instead of allowing zombie entities to remain on the rolls permanently. A word to the wise:  Abandoning the entity and … Continue reading →

Posted in Alter Ego Liability, Corporate Law, Entity Law, Limited Liability Comanies (LLC's), Piercing the Corporate Veil, S corporations, Suspended Entity | Tagged | Comments Off on Administrative Dissolutions

LLC Taxes Due April 15 Even with Extension to File

Posted on April 30, 2021 by Richard Burt

A single-member limited liability company (SMLLC) is a disregarded entity for federal income tax purposes. But for state law purposes, California SMLLCs are separate legal entities that are subject to paying the $800 minimum franchise tax (and if gross receipts … Continue reading →

Posted in Uncategorized | Comments Off on LLC Taxes Due April 15 Even with Extension to File

FTB Has Started to Dissolve Administratively Suspended Corporations

Posted on February 28, 2021 by Richard Burt

In 2019, a new law took effect in California, which permits a California corporation to be administratively dissolved if the corporation’s corporate powers have been suspended by the Franchise Tax Board (“FTB”) for 60 consecutive months. Before dissolving the corporation … Continue reading →

Posted in Corporate Law, Entity Law, Suspended Entity | Tagged | Comments Off on FTB Has Started to Dissolve Administratively Suspended Corporations

Bulk Sales Law: A Possible Trap for the Unwary Buyer of a Business

Posted on June 29, 2020 by Richard Burt

Buyers of businesses should be aware that California, like some other states, has a “bulk sales” law. Its official name is Uniform Commercial Code—Bulk Sales. The bulk sales act is designed to protect the creditors of a business by giving … Continue reading →

Posted in Bulk Sale, Commercial Law, Purchase and Sale of a Business | Tagged , , , , , , , , , , , | Comments Off on Bulk Sales Law: A Possible Trap for the Unwary Buyer of a Business

Fraud Alert — Beware of “Barrister Richard Burt” (it’s not me)

Posted on May 21, 2020 by Richard Burt

I was contacted by someone who had been asked to pay $5,000 for legal services. The person asking for the money was supposedly Barrister Richard Burt. This impostor showed my office address (right down to the suite number) as his … Continue reading →

Posted in Uncategorized | Comments Off on Fraud Alert — Beware of “Barrister Richard Burt” (it’s not me)

Breach of warranty in the sale of goods and the statute of limitations

Posted on May 15, 2020 by Richard Burt

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 … Continue reading →

Posted in Commercial Law | Tagged , , , , , , , , , , , , | Comments Off on Breach of warranty in the sale of goods and the statute of limitations

Out-of-State Partnership Required to File in California because of Pass-Through Income

Posted on March 5, 2020 by Richard Burt

LCP VII Holdings LP was a foreign partnership with interests in entities both inside and outside of the United States, and it had California-source income from pass-through entities. It did not file tax returns in California on the basis it … Continue reading →

Posted in Corporate Law, Entity Law, Foreign LLC, Limited Liability Comanies (LLC's), Limited liability companies (LLC), Limited Partnerships | Tagged , , , , | Comments Off on Out-of-State Partnership Required to File in California because of Pass-Through Income

Richard Burt Selected as a 2019 Top-Rated Lawyer

Posted on July 24, 2019 by Richard Burt

I was informed by the National Law Journal that I was selected as a 2019 Top Rated Lawyer for a special section to be published by it highlighting the West Coast’s Top Rated Lawyers. I would be impressed by my … Continue reading →

Posted in Uncategorized | Comments Off on Richard Burt Selected as a 2019 Top-Rated Lawyer

California Corporations Code Not Applied to Avoid Dissolution of Foreign Entities

Posted on June 7, 2019 by Richard Burt

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 | Comments Off on California Corporations Code Not Applied to Avoid Dissolution of Foreign Entities

Civil Code Sections relating to General Releases Modified

Posted on February 28, 2019 by Richard Burt

On February 28, 2019, the Corporations Committee of the Business Law Section of the California Lawyers Association published an e-bulletin that I authored. The text of the e-bulletin, as submitted for publication, follows. With SB 1431 (chapter 157, statutes of … Continue reading →

Posted in Business Disputes, Commercial Law, Contract Drafting | Tagged , | Comments Off on Civil Code Sections relating to General Releases Modified