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Corporate Governance Corporations Code Revised Uniform Limited Liability Company Act

Allen Matkins

What Happens When An LLC Member Dies?

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To every member of a limited liability company who is a natural person, death will come "soon or late".   The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when...more

Allen Matkins

Court Finds Plaintiff Failed To Plead Impropriety Of LLC Distributions

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The California Revised Uniform Limited Liability Company Act defines a "distribution" as a transfer of money or other property from a "limited liability company" (Cal. Corp. Code § 17701.02(k)) to another "person" (Cal. Corp....more

Allen Matkins

Who Signs For The LLC?

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California's Revised Uniform Limited Liability Company Act includes two separate provisions validating notes, mortgages, evidences of indebtedness, contracts, certificates, statements, conveyances or other written instruments...more

Allen Matkins

Legislator Proposes Limited Immortality For California LLCs

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The California Revised Uniform Limited Liability Act originally provided that "A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending...more

Allen Matkins

An LLC Is Not A Corporation (Again)

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Professor Joshua Fershee continues to chide courts for "careless language related to limited liability companies (LLCs)". His post on the Business Law Prof Blog notes and quotes, but does not cite, a ruling from the Northern...more

Allen Matkins

Courts Order Divorces, What About Dissociations?

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California's Revised Uniform Limited Liability Company Act provides that a limited liability company member may dissociate either "rightfully or wrongfully". Cal. Corp. Code § 17706.01(a). A dissociation is wrongful when,...more

Allen Matkins

Court Presumes LLC Statute Applies Retroactively But Declines To Allow Retroactive Application

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Marlene Dietrich reportedly said "When you're dead, you're dead, thats it." At one time, that was true of limited liability companies formed under California's Revised Uniform Limited Liability Company Act. ...more

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