California Lawyers Association

Business Law Partnerships and Limited Companies Committee

Updates from the BLS Partnerships and Limited Companies Committee

Without a lot of fanfare, the California legislature enacted legislation to exempt limited liability companies, limited partnerships and limited liability partnerships from California’s annual minimum franchise tax in the entity’s first year of existence. Read more
California has joined the ranks of states who have developed a way to circumvent the $10,000 federal deduction limitation state and local taxes (known as SALT) limitation with the enactment of A.B.150 recently signed by Governor Gavin Newsom. Read more
This piece focuses on a pitfall that can surprise taxpayers who receive rollover equity. Read more
It’s common for business owners, especially ones that are operating on a budget, to offer equity in exchange for a number of services/goods including for legal work, to accountants, vendors, IT people, among others. However, equity in a company is a business’s greatest asset. Read more
It is common that an individual will transfer real property to an LLC either to pursue asset protection or to achieve estate and gift planning. Read more
You get sued by a friend who claims that he/she is entitled to a percentage of your profitable business contending that the two of you had formed a partnership years ago. Read more
It has become increasingly popular for California real property owners to take title to properties in the name of a California or California registered limited liability company. Read more
Dr. Shirley N. Weber, a San Diego Assemblymember and Chair of the California Legislative Black Caucus, has been sworn in as the California Secretary of State by Governor Gavin Newsom. Read more
The Securities and Exchange Commission (“SEC)”) has amended to Rules 501(a), 215, and 144A from the Securities Act of 1933, to update the accredited investors definition, one of the principal tests to determine eligibility for participation in private capital markets. Read more
In its opinion in The Matter of the Appeal of Aroya Investments I, LLC, issued on July 7, 2020, the California Office of Tax Appeals (OTA) held that an out-of-state limited liability company (LLC) was “doing business” in California, and therefore subject to the $800 annual minimum franchise tax charged LLCs, based solely on the LLC’s ownership of a 0.78% membership interest in another manager-managed LLC. Read more

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