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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

Does LLC Cancellation Constitute An Affirmative Defense?

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

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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

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!

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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

This California LLC Statute Entirely Bungles The Internal Affairs Doctrine

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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

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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

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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

The Curious Case Of The Unregistered Foreign LLC

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

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