The High-touch Legal Services® Blog…for Startups!

© 2009-2016 Dana H. Shultz, Attorney at Law

May a Minor Be a Partner?

Logo for Avvo, where Dana Shultz answered a question about: May a minor be a partner in a partnership?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…)

Shareholder Approval Requirements in California

Apple proxy card symbolizing shareholder approval requirementsThis 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…)

Are Dissolution and Cancellation the Same?

Logo for Avvo, where Dana Shultz answered a question about dissolution and cancellation of a limited liability company (LLC).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…)

CA-RULLCA Receives Corrections Two Years Later

Photo of CA Corporations Code, which contains CA-RULLCA statutesIn 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…)

Corporate Compliance Center Joins Hall of Shame

Part of notice provided by Corporate Compliance CenterIt 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…)

Monthly Missives Compilation Now Available

Picture of a calendar, symbolizing Dana Shultz's monthly missivesFrom late 2004 to early 2016, I published a not-quite-monthly email newsletter on various business-related legal topics – what I called my “monthly missives“.

I recently compiled the nearly 100 emails and have made the collection available on the Downloads page.

(more…)

Why Aren’t All LLCs Manager-managed?

Logo for Quora, where Dana Shultz answered a question about manager-managed LLCsThis 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…)

Yes, a Stranger Can Cancel Your LLC!

Logo for Quora, where Dana Shultz answered a question about how a stranger can cancel your LLC or corporationThis post discusses how (amazingly!) an unauthorized stranger can cancel your LLC (limited liability company) or corporation. It is based on a Quora question that I answered. See What prevents someone from filing a restated certificate of incorporation for a Delaware corporation in which they are not authorized to do so?

Unfortunately, the ease with which entity-formation documents can be filed in the U.S. – while facilitating business startups – does allow unauthorized filing of such documents. This means that, whether accidentally or intentionally, a stranger can cancel your LLC (or corporation). (more…)

Limited Liability – a Definition

Logo for Quora, where Dana Shultz answered a question about the meaning of limited liabilityThis post on the meaning of the term limited liability is based on a Quora answer that I provided.

Please see What does limited liability and unlimited liability mean in case of companies? (more…)

What Does an Incorporator Do?

Logo for Quora, where Dana Shultz answered a question about the role of an incorporator in corporate formationThis 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).
(more…)