Recent Developments Affecting Partnerships, LLCs and LPs

Online CLE Program Available Now

A new online CLE program packed with practice tips and engaging discussions, presented by the Partnerships and Limited Liability Companies Committee (“PLLC”), is now available for download through the California Lawyers Association online catalog.

This concise 45-minute webcast is a live video recording of the well-attended presentation entitled “Recent Developments Affecting Partnerships, Limited Liability Companies and Limited Partnerships”, featuring a panel of speakers from the PLLC at the 2019 California Lawyers Association Annual Meeting. The panel consisted of Chris Chediak (PLLC, Chair), Soyeun D. Choi (CLA Business Law Section Executive Committee, Vice Chair, Members Services), and Katie O’Neil Tran (PLLC, Secretary). The moderator is Nina L. Hong (PLLC, Immediate Past Chair and CLA Business Law Section Executive Committee Liaison). A copy of the 29-page reference materials is provided and included in this program.

Speakers and Content

Soyeun D. Choi opened the program with a summary of the new online businesses resources and tools offered by the California Secretary of State, with additional updates for cannabis related businesses and including online filing tips for LLPs and LLCs. Ms. Choi also offered practice pointers on: identifying authorized representatives of an LLC, defining fiduciary duties owed by members and managers to an LLC, dealing with corporate, LLC and LP interests held by trusts in probate litigation, obtaining relief under California’s 15-Day Rule, and naming additional judgment debtors through the alter-ego doctrine.

Katie O’Neil Tran reviewed checklists for drafting capital contributions provisions and non-compete clauses in LLC operating agreements, necessity for single-member LLCs to plan ahead for succession, scenarios where members and managers could be held personally liable for debts of an LLC, exit strategies in the form of sale versus redemption of LLC membership interests, LLC/partnership representatives under the new IRS audit rules, and a lawyer’s duties in representing organization under the new rules of professional conduct.

Chris Chediak provided an overview of the issues found in the current legislation concerning cancellation and dissolution of LLCs (mainly Corporations Codes Sections 17707.06, 17707.07, 17707.08), as well as a preview of the new statute to be proposed by the PLLC to resolve these issues. Chediak also reviewed recent caselaw changes from SP Investment Fund I, LLC v. Cattell (2017) 18 Cal. App. 5th 898 (transferability of limited partnership interests), Franklin Eng v. Michael Patric Brown (2018) 21 Cal. App. 5th 675 (fiduciary duty in conversion of general partnership to corporation), and the new 20% deduction rule for qualified business income under the Tax Cuts and jobs Act.

Time Well Spent

This new CLE program is packed with content and a worthwhile download. It will benefit all who are interested in staying current on important business law issues and best practices. We strongly encourage everyone to purchase and download this live video recording.

PLLC is at the forefront of important legislation and issues affecting partnerships and LLCs. To ensure you will receive valuable updates and insights from us, sign up for our eBulletins.

This eBulletin was prepared by Monica Lin at CEO Law, Inc., lin@CEOFirm.com.