Is the CA Certificate Status company a scam?

Posted on June 13, 2024 by Richard Burt

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 … Continue reading →

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Impending Changes to the required Statement of Information

Posted on April 25, 2024 by Richard Burt

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 … Continue reading →

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Stock without Certificates

Posted on February 4, 2024 by Richard Burt

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 →

Posted in Alter Ego Liability, Corporate Law, Entity Law, Minority Shareholders, Piercing the Corporate Veil, Professional Corporations, Purchase and Sale of a Business, S corporations | Tagged , , , | Comments Off on Stock without Certificates

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

Posted on October 30, 2023 by Richard Burt

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

Posted on April 12, 2023 by Richard Burt

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 →

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California Secretary of State to Enhance Online Filing Portal

Posted on March 14, 2022 by Richard Burt

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?

Posted on January 17, 2022 by Richard Burt

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

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

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 →

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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 →

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