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Business Formation California

Business formation is the process of establishing a legal entity to carry out a particular entreprise.  The law provides several entity options, each with its own advantages and disadvantages. Limited... more +
Business formation is the process of establishing a legal entity to carry out a particular entreprise.  The law provides several entity options, each with its own advantages and disadvantages. Limited Liability Corporations (LLC), Limited Liability Partnerships (LLP), and S-Corporations are a few examples of available options. When forming a business, founders can choose whichever entity-type best aligns with their specific tax and liability needs and considerations. Other important aspects of forming a business include drafting a comprehensive business plan, choosing appropriate insurance, establishing personnel policies and protecting intellectual property.  less -
Law School Toolbox

Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation

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Welcome back to the Law School Toolbox podcast! In this episode from our "Listen and Learn" series, we cover the formation and characteristics of three types of partnerships – general partnership, limited partnership, and...more

Allen Matkins

Bill Would Vest Secretary Of State With Broad Powers To Cancel Business Entities

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Last month, California State Senator Monique Limón introduced a bill, SB 1168,  that would endow the California Secretary of State with the power to cancel the articles of a domestic corporation or the filing of a statement...more

Allen Matkins

Does LLC Cancellation Constitute An Affirmative Defense?

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Section 17707.08(c) of the California Corporations Code provides...more

Allen Matkins

What To Do When A Business Entity Has Been Wrongfully Begotten

Allen Matkins on

Over the years, I have been frequently called to assist in cases of wrongful termination. Rarely have I encountered the converse - the formation of an entity using a stolen identity.  Fortunately, the Civil Code has created a...more

Allen Matkins

What Is A "Joint Stock Association"?

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Part 3 of Title 3 of the California Corporations Code is comprised of four statutes governing "joint stock associations".  Oddly, the Corporations Code makes no attempt to define the term and it does not appear in any other...more

DarrowEverett LLP

Venture Capital Firms Face New Reporting Requirement With California Law

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Over three and a half years since the death of George Floyd spurred some members of the venture capital community to enact promises to increase their investments in diverse entrepreneurs, California has enacted legislation in...more

Allen Matkins

May A Cancelled Limited Liability Company Convey Property?

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When a California limited liability company files a certificate of cancellation its powers, rights, and privileges cease.  Cal. Corp. Code § 17707.08(b)(2)(C).  This seemingly would preclude any further activity by the LLC,...more

Allen Matkins

When The Band Breaks Up

Allen Matkins on

Last May, Andy Greene wrote an article for RollingStone magazine about the "the biggest, messiest band breakups in music history".  In the introducing his list of the 50 worst breakups, Mr. Greene observed...more

Allen Matkins

May A Joint Venturer Withdraw From A Joint Venture In Order To Pursue A Joint Venture Opportunity?

Allen Matkins on

California's Uniform Partnership Act of 1994 provides that a partner has a duty to refrain from competing with the partnership in the conduct of the partnership business "before the dissolution of the partnership".  Cal....more

Allen Matkins

How Many Offices Must A California LLC Have?

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The California Revised Uniform Limited Liability Company Act contemplates requires that a California LLC have at least two types of offices - a principal office and a designated office....more

Allen Matkins

This Amendment To An LLC's Articles Of Organization Is Strictly Verboten!

Allen Matkins on

The California Revised Uniform Limited Liability Company Act requires that the articles of organization include several prescribed statements, including the street address of the limited liability company's initial principal...more

Allen Matkins

Did The Ninth Circuit Find That Intent Matters In Determining Whether A Partnership Had Been Formed?

Allen Matkins on

Earlier this week, I wrote about a recent article by Professor Douglas K. Moll that argues that treating contractual disclaimers of partnership as dispositive is inconsistent with modern statutes, including the Revised...more

Allen Matkins

This California LLC Statute Entirely Bungles The Internal Affairs Doctrine

Allen Matkins on

At first glance, California Corporations Code Section 17708.01(a) appears to be a rather straightforward enunciation of the "internal affairs doctrine" as applied to foreign limited liability companies...more

Allen Matkins

Court Insists No Standing In LLC Derivative Actions Without Continuous Ownership

Allen Matkins on

Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code.  That statutes provides that “no action shall be instituted or maintained...more

Allen Matkins

Why I Find This Case To Be So Confusing

Allen Matkins on

I recently came across Judge William Alsup's ruling in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676.  However, the first two sentences of the ruling left me baffled...more

Allen Matkins

Legislator Proposes To Expand Definition of "Director From An Underrepresented Community"

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Enacted in 2020, AB 979 requires publicly held domestic or foreign corporations having their principal executive offices in California to have specified minimum numbers of directors from "underrepresented communities".  Cal....more

Allen Matkins

The Curious Case Of The Unregistered Foreign LLC

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I recently came across and was baffled by the following decision...more

Allen Matkins

Secretary Of State Resumes Expedited/Preclearance Services  For Business Filings Today

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The closing of a business transaction often depends upon a timely filing with the California Secretary of State's Business Programs Division.  Therefore, I was very pleased to see that the Secretary of State's office today...more

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