Nonprofit Basics: How To Wind up a California Charity
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
Section 17707.08(c) of the California Corporations Code provides...more
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
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
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
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
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
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
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
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
I recently came across and was baffled by the following decision...more