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

Posted on October 1, 2020 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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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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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 →

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Ownership of Passive LLC Interest in Manager-Managed LLC Not “Doing Business” in California

Posted on March 10, 2017 by Richard Burt

The following is the text of an e-bulletin that I authored and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. In Swart Enterprises, Inc. v. Franchise Tax Board  (Jan. 12, … Continue reading →

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New LLC Statement of Information Form

Posted on August 16, 2016 by Richard Burt

Every two years, a California limited liability company must file a statement of information with the California Secretary of State. The same is true for  a limited liability company formed in another state but registered to do business in California. In the past, … Continue reading →

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LLC Annual Fee Clarified by Franchise Tax Board

Posted on July 15, 2016 by Richard Burt

A limited liability company (“LLC”) doing business in California (whether organized under California law or the law of another state) must pay an LLC annual fee on its “total income from all sources derived from or attributable to this state.” … Continue reading →

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Foreign LLC Can Enforce Sister-State Judgment without Qualifying to Do Business

Posted on November 29, 2013 by Richard Burt

In Conseco Marketing, LLC v. IFA and Insurance Services, Inc. (2013) 221 Cal. App. 4th 831, the court held that a limited liability company formed under the law of another state (a “foreign LLC”) need not qualify to do business … Continue reading →

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