Refund of Late-Filing Penalty for Single-Member LLCs

For income tax purposes, a single-member limited liability company (SMLLC) is treated as a disregarded entity. That means that the income or loss of the entity is reported by an individual taxpayer on Schedule C of the taxpayer’s tax return. … Continue reading

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Presentation Given to the Santa Cruz County Bar Association on the New LLC Act

On February 3, 2014, I gave a presentation to members of the Santa Cruz County Bar Association on the new limited liability company act and how it will affect their clients. I am pleased to report that the presentation was well … Continue reading

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Bar Talk on the New LLC Act

On Monday, February 3, 2014, I will be giving a continuing education seminar to lawyers on “California’s New LLC Act.” Anyone interested can register at the bar’s website: http://www.santacruzbar.org/ .

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Changes to California’s LLC Act — Get Ready or Get Skewered

California has a new LLC act, which took effect January 1, 2014. Although the new law has some useful features, most LLCs won’t need them. Unfortunately, the new law automatically applies to existing LLCs, and the new law contains provisions … 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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Filing Requirements and Suspension of Corporate or LLC Powers

California limited liability companies (LLCs) and California corporations are creatures of statute, and their failure to comply with statutory requirements can lead to their rights, powers, and privileges being suspended by the state. Annual Report to Secretary of State Each … Continue reading

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Bylaw Indemnification and the Statute of Frauds

In a recent post on his blog, Keith Bishop asks the question, Are charter indemnification provisions contracts? Many companies include provisions in their articles and bylaws that mandate indemnification of directors and officers, and they often say that they are … Continue reading

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California has a new LLC Act

S.B. 323, the Revised Uniform Limited Liability Act, has been signed by Governor Brown.  It will be effective January 1, 2014.

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Corporate Spin-Off Does Not Transfer Insurance Coverage

In Fluor Corp. v. Superior Court (2012), the court held that an insurance policy’s clause requiring the insurer’s consent to an assignment of rights under the policy was valid. Fluor Corporation (here called Fluor-1) was formed in 1924 Fluor-2 was … Continue reading

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“Good Standing” Certificates

The California Franchise Tax Board (FTB) has recently announced that a report of the tax status of a business entity (limited liability company (LLC) or corporation) can be obtained online from the FTB for free.  The report is officially referred … Continue reading

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