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Corporations Code - CORP - CORP § 174
Corporations Code - CORP - CORP § 174
“On the certificate” means that a statement appears on the face of a share certificate or on the reverse thereof with a reference thereto on the face or, in the case of an uncertificated security, that the applicable provisions of subdivision (a) of Section 8202 and Section 8204
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Corporations Code - CORP - CORP § 174.5
Corporations Code - CORP - CORP § 174.5
“Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association (other than a nonprofit association), or a domestic reciprocal insurer organized after
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Corporations Code - CORP - CORP § 175
Corporations Code - CORP - CORP § 175
Except as used in Sections 1001, 1101, and 1113, a “parent” of a specified corporation is an affiliate in control (Section 160(a)) of that corporation directly or indirectly through one or more intermediaries. In Sections 1001, 1101, and 1113, “parent” means a person in control (
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Corporations Code - CORP - CORP § 176
Corporations Code - CORP - CORP § 176
“Preferred shares” means shares other than common shares.
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Corporations Code - CORP - CORP § 177
Corporations Code - CORP - CORP § 177
“Proper county” means the county where the principal office of the corporation is located or, if the principal office of the corporation is not located in this state, or the corporation has no such office, the County of Sacramento.
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Corporations Code - CORP - CORP § 17701.01
Corporations Code - CORP - CORP § 17701.01
This title may be cited as the California Revised Uniform Limited Liability Company Act.
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Corporations Code - CORP - CORP § 17701.02
Corporations Code - CORP - CORP § 17701.02
In this title: (a) “Acknowledged” means that an instrument is either of the following: (1) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code. (2) Executed to include substantially the fo
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Corporations Code - CORP - CORP § 17701.04
Corporations Code - CORP - CORP § 17701.04
(a) A limited liability company is an entity distinct from its members. (b) A limited liability company may have any lawful purpose, regardless of whether for profit, except the banking business, the business of issuing policies of insurance and assuming insurance risks, or the t
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Corporations Code - CORP - CORP § 17701.05
Corporations Code - CORP - CORP § 17701.05
Subject to any limitations contained in the articles of organization and to compliance with this title and any other applicable laws, a limited liability company organized under this title shall have all the powers of a natural person in carrying out its business activities, incl
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Corporations Code - CORP - CORP § 17701.06
Corporations Code - CORP - CORP § 17701.06
The law of this state governs all of the following: (a) The internal affairs of a limited liability company. (b) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. (c) The authority of the
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Corporations Code - CORP - CORP § 17701.07
Corporations Code - CORP - CORP § 17701.07
(a) It is the policy of this title and this state to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements. (b) Unless displaced by particular provisions of this title, the principles of law and equity supplement this title
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Corporations Code - CORP - CORP § 17701.08
Corporations Code - CORP - CORP § 17701.08
(a) The name of a limited liability company shall contain the words “limited liability company,” or the abbreviation “L.L.C.” or “LLC.” “Limited” may be abbreviated as “Ltd.,” and “company” may be abbreviated as “Co.” (b) The name of a limited liability company shall not be a nam
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Corporations Code - CORP - CORP § 17701.09
Corporations Code - CORP - CORP § 17701.09
(a) Upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, a person may apply to reserve the exclusive use of the name of a limited liability company or foreign limited liability comp
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Corporations Code - CORP - CORP § 17701.10
Corporations Code - CORP - CORP § 17701.10
(a) Except as otherwise provided in this section, the operating agreement governs all of the following: (1) Relations among the members as members and between the members and the limited liability company. (2) The rights and duties under this title of a person in the capacity of
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Corporations Code - CORP - CORP § 17701.11
Corporations Code - CORP - CORP § 17701.11
(a) A limited liability company is bound by and may enforce the operating agreement. (b) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. (c) Two or more persons intending to become the initial members of a limited liab
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Corporations Code - CORP - CORP § 17701.12
Corporations Code - CORP - CORP § 17701.12
(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specifi
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Corporations Code - CORP - CORP § 17701.13
Corporations Code - CORP - CORP § 17701.13
(a) A limited liability company shall designate and continuously maintain in this state both of the following: (1) An office, which need not be a place of its activity in this state. (2) An agent for service of process. (b) A foreign limited liability company that has a certifica
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Corporations Code - CORP - CORP § 17701.14
Corporations Code - CORP - CORP § 17701.14
(a) A limited liability company or foreign limited liability company may change its designated office, its principal office, its agent for service of process, the address of its agent for service of process, its mailing address, or, in the case of a foreign limited liability comp
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Corporations Code - CORP - CORP § 17701.15
Corporations Code - CORP - CORP § 17701.15
(a) To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the Secretary of State for filing, on a form prescribed by the Secretary of State for filing, a signed and acknowledged statement of re
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Corporations Code - CORP - CORP § 17701.16
Corporations Code - CORP - CORP § 17701.16
(a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be served upon limited liability companies and foreign limited liability companies as provided in this section. (b) Personal service of a copy of any pro
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Corporations Code - CORP - CORP § 17701.17
Corporations Code - CORP - CORP § 17701.17
(a) A member may, in a written operating agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a specified jurisdiction and the courts of this state, or the exclusive jurisdiction of the courts of this state. (b) If a member desires t
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Corporations Code - CORP - CORP § 17702.01
Corporations Code - CORP - CORP § 17702.01
(a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing articles of organization on a form prescribed by the Secretary of State. (b) The articles of organization shall state all of the follow
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Corporations Code - CORP - CORP § 17702.02
Corporations Code - CORP - CORP § 17702.02
(a) The articles of organization may be amended or restated at any time. (b) To amend its articles of organization, a limited liability company shall deliver to the Secretary of State a certificate of amendment, on a form prescribed by the Secretary of State for filing, stating a
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Corporations Code - CORP - CORP § 17702.03
Corporations Code - CORP - CORP § 17702.03
(a) A record delivered to the Secretary of State for filing pursuant to this title shall be signed as follows: (1) Except as otherwise expressly provided in this title and in this subdivision, a record signed on behalf of a limited liability company shall be signed by a person au
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Corporations Code - CORP - CORP § 17702.04
Corporations Code - CORP - CORP § 17702.04
(a) If a person required by this title to sign a record or deliver a record to the Secretary of State for filing under this title does not do so, any other person that is aggrieved may petition the superior court to order any of the following: (1) The person to sign the record. (