California Lawyers Association

Business Law Partnerships and Limited Companies Committee

Updates from the BLS Partnerships and Limited Companies Committee

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
The Partnership and LLCs Committee (“PLLC”) will propose amendments to two sections of the California Revised Uniform Limited Liability Company Act ("RULLCA"). The proposed amendments will clarify how an otherwise dissolved (canceled) LLC may continue to exist for purposes of distributing its assets and paying off its liabilities, if needed, after a certificate of cancellation has been filed. Read more
Why is the dissolution of a limited liability company such a big deal? Or is it? Read more
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. Read more
From October 10 to 12, the California Lawyers Association hosted its 2019 Annual Meeting in Monterey. As part of the three-day, multi-disciplinary, state-wide calendar of events, the Partnerships and Limited Liability Companies Committee organized an event reviewing the past year. Chris Chediak, Soyeun D. Choi and Katie O’Neil Tran prepared content and Nina Hong acted as moderator. Read more
The seller in commercial real estate transactions is commonly a single-purpose LLC (limited liability company) set up to hold only one property.  After the property is sold, the owners (members) of the LLC usually take the proceeds (via distribution from the LLC) and dissolve the LLC.  Later when the buyer discovers a potential claim against the seller, say, for fraud and misrepresentation, the LLC has already been dissolved with no assets left. Fraud and misrepresentation is probably the most common… Read more

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