“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…
LLC Managers: No Immunity for Bad Faith Conduct
Under the “default” rules of most limited liability company laws, including California’s Revised Uniform Limited Liability Company Act, LLC managers owe fiduciary duties to the LLC…
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?…
Can the Criminal Law Concept of “Receiving Stolen Property” Apply to LLC Disputes?
In the LLC Jungle, allegations of “misappropriation” are common. LLC members and managers sometimes improperly divert the LLC’s funds and property for their own personal use. …
An LLC’s Attorney Represents the LLC’s Members Too, Right?
Not long ago, The LLC Jungle posted an article addressing the perils of attorney representation of an LLC with two equal “co-managing members.” See Why Having…
Removing an LLC’s Manager — It’s Complicated
One of the hot button issues frequently leading to litigation in “The LLC Jungle” is the removal of an LLC’s manager. Thoughtfully drafted LLC Operating Agreements…
An LLC And Its Owner Are Not the Same Legal “Person”
A limited liability company (LLC) is a popular form of business entity. One of the main reasons for forming any business entity is to limit liability. …
“Reverse Veil Piercing” to Reach an LLC’s Assets
“Piercing the corporate veil” — also referred to as “alter ego” liability — is a familiar concept under California law. Ordinarily, a corporation or other entity…
Will Using an LLC Mess Up a Property Tax Base Transfer Under California Law?
Under California’s Proposition 60, which became enacted in 1986 as Revenue and Taxation Code section 69.5, any “person” over the age of 55 years may transfer…
Why Having “Co-Managers” for Your LLC is a Terrible Idea
The trend in most real estate-related LLCs is to have a single appointed manager. Under the LLC’s operating agreement, the manager typically has authority to make…