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

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

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

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

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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