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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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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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

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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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Bad Corporate Practice Leads to Bad Result

I recently had a practice note published in the February 2019 eNews from the Business Law Section of the California Lawyers Association. What follows is the text that was submitted for publication. The Delaware Court of Chancery found that a stockholder … Continue reading

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Delaware Court Upholds Non-Compete against California Employee

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. Patrick Miles, a California resident, was first hired in 2001 by … Continue reading

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Administrative 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 … Continue reading

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