Portrait of a Mangled Business Divorce
Business divorce can be messy, as reflected by many of the cases covered here at The LLC Jungle. Two issues that frequently arise during the dissolution…
A Dissolved LLC Can Still Recover Attorney Fees
An LLC Jungle post from last year addressed the issue of whether derivative claims can be pursued for a dissolved LLC. See: Can Derivative Claims be Pursued…
A Podcast Guest Appearance — Navigating The LLC Jungle
A huge THANK YOU to Ryan Lockhart — an excellent tax and estate planning attorney and podcast host at the McKenna Brink Signorotti LLP law firm…
“Drop and Swap” — Tax-Friendly Handling of a Dissolving LLC’s Real Property
A common LLC problem: LLC members are ready to call it quits on the LLC and divide their interests in the LLC’s real property. Some members…
Cannabis LLCs Are Not All “Peace and Love”
Limited liability companies (LLCs) are a popular modern form of business entity celebrated for their ease of implementation and informality. Despite the enactment of uniform legislation…
Can Derivative Claims be Pursued for a Dissolved or Cancelled LLC?
Today’s post focuses on a thorny issue arising from the LLC Jungle — can derivative claims be pursued on behalf of a dissolved or cancelled LLC?…
Think Carefully Before Forming an “Out of State” LLC
Many California-based LLC managers and members are lured by the potential benefits of forming the LLC under the laws of a jurisdiction outside of California. Delaware…
Dissolving an LLC when its Purpose Fails
Most LLC Operating Agreements contain a provision describing the “purpose” of the business. These “purpose statements” can be extremely broad and open-ended, parroting the boilerplate language…
Conversion to an LLC from Another Entity — What Rights and Liabilities Change?
Not much, really. While the entity’s form and structure morph to an LLC, the rights and liabilities of the entity are generally unaffected. Under California’s statutes…
“Retaliatory Amendment” of an LLC Operating Agreement
LLCs are celebrated for allowing business partners to freely define their relationship by contract — i.e., the LLC operating agreement. The operating agreement generally covers all…