This post answers the following question: May a minor be a partner (in a partnership legal entity)? It is based on my answer to the Avvo question, In California, can a minor be a partner in a General Partnership?
Please note that, at present, this answer applies solely to California. If I have an opportunity to do so, I will research applicable law in other states. (more…)
This post discusses which corporate actions require shareholder approval. The following pertains to California corporations. Corporations formed in other states will have different requirements.
Section citations below refer to the California Corporations Code.
Please note that the following may not be a complete list of all shareholder approval requirements. (more…)
This post is about dissolution and cancellation of limited liability companies (LLCs) in California.
It is based on an Avvo question that I answered. Please see What is the difference between a canceling or dissolving LLC? (more…)
In RULLCA Brings New LLC Laws to California in 2014 , I explained how California’s version of the Revised Uniform Limited Liability Company Act (“RULLCA” or “CA-RULLCA” – Corporations Code Sections 17701.01 – 17713.13 ) was to take effect January 1, 2014. This post describes changes to CA-RULLCA that took effect on January 1, 2016.
Most of the changes were minor clean-up of the sort that one expects when major new legislation is adopted. However, some of the changes are noteworthy. (more…)
It is time to add another corporate compliance vendor – Corporate Compliance Center – to this blog’s Hall of Shame.
This story is so common that it would be boring if we weren’t discussing scam artists. (more…)
This post about manager-managed limited liability companies is based on a Quora question that I answered. Please see Why are not all LLCs manager-managed?
In this post I will refer to California law. I expect that the law of many, if not all, other states is similar.
Default is Member-managed…
The default is that a limited liability company is member-managed. Corporations Code Section 17704.07(a) states: “A limited liability company is a member-managed limited liability company unless the articles of organization contain the statement required by paragraph (5) of subdivision (b) of Section 17702.01.” (more…)
This post on the meaning of the term limited liability is based on a Quora answer that I provided.
This post discusses the role of the incorporator when a corporation is formed and is based on a Quora answer that I provided. Please see When a third party files Articles of Incorporation as the incorporator for a company, what are the necessary steps to ensure that the company is legally released to the directors?
When I form a corporation for a client, most of the time the client is the incorporator (i.e., signs the Articles / Certificate of Incorporation).