Stock 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 … Continue reading

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When Are Out-of-State Entities Doing Business in California?

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 business entity (a “foreign” business entity) must register with the state, file tax returns, … Continue reading

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I 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 … Continue reading

Posted in Alter Ego Liability, Attorney-Client Matters, Corporate Law, Entity Law, Limited liability companies (LLC), Piercing the Corporate Veil, S corporations | Tagged , , | Comments Off on I Asked ChatGPT a Legal Question–Here’s What It Said

California Secretary of State to Enhance Online Filing Portal

The following information was taken from an e-Bulletin published by the Corporations Committee of the California Lawyers Assocation. It was prepared by William Ross, of counsel to Hirschfeld Kraemer LLP, and Darren L. Nunn, a partner at McCorriston Miller Mukai … 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 California Secretary of State to Enhance Online Filing Portal

What is a Professional Corporation?

According to the law in California (the Moscone-Knox Professional Corporation Act), a professional corporation is a corporation that is engaged in rendering professional services. In this context, “professional services” are any type of professional services that may be lawfully rendered … Continue reading

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Administrative Dissolutions

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

FTB Has Started to Dissolve Administratively Suspended Corporations

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

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

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

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

Legislature Expands Shareholder Inspection Rights

The Corporations Committee of the Business Law Section of the California Lawyers Association today published an e-bulletin, which I authored. The text follows: The legislature amended Corporations Code § 1601, which grants shareholders the right to inspect and copy corporate … Continue reading

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