California and Delaware LLCs are Not the Same
Most LLC members don’t give serious thought to the jurisdiction in which their LLC is formed. The general perception is that a California LLC will incur…
Operating Agreement Cannot Waive Member Right to Seek Judicial Dissolution of LLC
Among the important rights held by members of California LLCs is the right to file a lawsuit requesting a decree of judicial dissolution of the LLC. …
What if an LLC’s Books and Records Contain Trade Secrets?
One of the most important rights owned by LLC members is the right to inspect the LLC’s books and records. For an overview of LLC books…
LLC Members May Ratify Prior Defective Actions
Actions taken within business entities are sometimes deemed invalid due to procedural defects. For corporations, section 119 of the Corporations Code establishes a clear procedure by…
Can an LLC Member be Forced to Contribute to the LLC’s Debts?
Members of an LLC are required to pitch in equally for the LLC’s expenses and debts, right? Generally, no. In a recent unpublished opinion filed by…
Statutory LLC Buyouts — “Fair Value” vs. “Fair Market Value”
Under section 17707.03 of California’s Revised Uniform Limited Liability Company Act, when a member sues the other members for dissolution of the LLC, the other members…
A Curb on LLC Form Filing Shenanigans?
In California, all LLCs are required to periodically file a Statement of Information with the Secretary of State. The Statement of Information is posted to the…
Does an Arbitration Clause Apply to Your LLC Dispute?
Suppose your LLC’s operating agreement contains a typical clause requiring all disputes to be resolved in binding arbitration instead of the court system. Is it then…
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…
Determining Membership in an LLC: sometimes it’s not as easy as it should be
LLC membership interests are usually straightforward and can determined by simply reviewing the LLC’s operating agreement. The operating agreement typically lists the members. Sometimes the operating…