Zero Filing Fee for Entity Formations (for now)!

Posted on July 31, 2022 by Richard Burt

Because of recent legislation, the California Secretary of State’s processing fees for initial entity filings, such as articles of organization for limited liability companies (LLCs), articles of incorporation for corporations, and out-of-state entity registrations to do business in California, have … 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

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

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 →

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

Administrative Dissolution of Corporations and LLCs Adopted in California

Posted on December 10, 2018 by Richard Burt

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 →

Posted in Corporate Law, Entity Law, Limited Liability Comanies (LLC's), Limited liability companies (LLC), Suspended Entity | Comments Off on Administrative Dissolution of Corporations and LLCs Adopted in California

LLC Bound by Contract Even Though Contract Was Outside Its Purpose and Signatory Was Technically Not a Manager

Posted on March 11, 2017 by Richard Burt

The following is the text of an e-bulletin that I authored on apparent authority and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. In  Western Surety Co. v. La Cumbre … Continue reading →

Posted in Business Disputes, Commercial Law, Contract Drafting, Corporate Law, Entity Law, Limited Liability Comanies (LLC's), Limited Liability Partnerships, Limited Partnerships, Uncategorized | Tagged , , , , , , , , | Comments Off on LLC Bound by Contract Even Though Contract Was Outside Its Purpose and Signatory Was Technically Not a Manager