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Corporations Code - CORP - CORP § 17702.05
Corporations Code - CORP - CORP § 17702.05
(a) A record authorized or required to be delivered to the Secretary of State for filing under this title shall be captioned to describe the record’s purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. If the filing fees have b
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Corporations Code - CORP - CORP § 17702.06
Corporations Code - CORP - CORP § 17702.06
(a) A limited liability company or foreign limited liability company may deliver to the Secretary of State for filing a certificate of correction on a form prescribed by the Secretary of State to correct a record previously delivered by the limited liability company or foreign li
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Corporations Code - CORP - CORP § 17702.07
Corporations Code - CORP - CORP § 17702.07
(a) If a record delivered to the Secretary of State for filing under this title and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from the following: (1) A person that
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Corporations Code - CORP - CORP § 17702.09
Corporations Code - CORP - CORP § 17702.09
(a) Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall deliver to the Secretary of State for filing within 90 days after the filing of its original articles of organization or registering to t
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Corporations Code - CORP - CORP § 17702.10
Corporations Code - CORP - CORP § 17702.10
An instrument shall be deemed filed, and the date of filing endorsed thereon, upon receipt by the Secretary of State of any instrument accompanied by 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
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Corporations Code - CORP - CORP § 17703.01
Corporations Code - CORP - CORP § 17703.01
(a) Unless the articles of organization indicate the limited liability company is a manager-managed limited liability company, every member is an agent of the limited liability company for the purpose of its business or affairs, and the act of any member, including, but not limit
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Corporations Code - CORP - CORP § 17703.04
Corporations Code - CORP - CORP § 17703.04
(a) All of the following apply to debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) They are solely the debts, obligations, or other liabilities of the limited liability company to which the debts, obliga
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Corporations Code - CORP - CORP § 17704.01
Corporations Code - CORP - CORP § 17704.01
(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the limited liability company. That person and the organizer may be, but need not be, different persons. If different, the organ
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Corporations Code - CORP - CORP § 17704.02
Corporations Code - CORP - CORP § 17704.02
A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.
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Corporations Code - CORP - CORP § 17704.03
Corporations Code - CORP - CORP § 17704.03
(a) A person’s obligation to make a contribution to a limited liability company is not excused by the person’s death, disability, or other inability to perform personally. If a person does not make a required contribution, the person or the person’s estate is obligated to contrib
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Corporations Code - CORP - CORP § 17704.04
Corporations Code - CORP - CORP § 17704.04
(a) Any distributions made by a limited liability company before its dissolution and winding up shall be among the members in accordance with the operating agreement. If the operating agreement does not otherwise provide, distributions shall be on the basis of the value, as state
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Corporations Code - CORP - CORP § 17704.05
Corporations Code - CORP - CORP § 17704.05
(a) A limited liability company shall not make a distribution if after the distribution either of the following applies: (1) The limited liability company would not be able to pay its debts as they become due in the ordinary course of the limited liability company’s activities. (
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Corporations Code - CORP - CORP § 17704.06
Corporations Code - CORP - CORP § 17704.06
(a) Except as otherwise provided in subdivision (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of Section 17704.05, the member or manager is personally liable to
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Corporations Code - CORP - CORP § 17704.07
Corporations Code - CORP - CORP § 17704.07
(a) 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. (b) In a member-managed limited liability company, the following rules apply:
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Corporations Code - CORP - CORP § 17704.08
Corporations Code - CORP - CORP § 17704.08
(a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed limited liability company or the manager of a manager-managed limited liability company in the course of the me
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Corporations Code - CORP - CORP § 17704.09
Corporations Code - CORP - CORP § 17704.09
(a) The fiduciary duties that a member owes to a member-managed limited liability company and the other members of the limited liability company are the duties of loyalty and care under subdivisions (b) and (c). (b) A member’s duty of loyalty to the limited liability company and
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Corporations Code - CORP - CORP § 17704.10
Corporations Code - CORP - CORP § 17704.10
(a) Upon the request of a member or transferee, for purposes reasonably related to the interest of that person as a member or a transferee, a manager or, if the limited liability company is member-managed, a member in possession of the requested information, shall promptly delive
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Corporations Code - CORP - CORP § 17705.01
Corporations Code - CORP - CORP § 17705.01
A transferable interest is personal property.
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Corporations Code - CORP - CORP § 17705.02
Corporations Code - CORP - CORP § 17705.02
(a) With respect to a transfer, in whole or in part, of a transferable interest, all of the following apply: (1) A transfer is permissible. (2) A transfer does not by itself cause a member’s dissociation or a dissolution and winding up of the activities of a limited liability com
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Corporations Code - CORP - CORP § 17705.03
Corporations Code - CORP - CORP § 17705.03
(a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable int
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Corporations Code - CORP - CORP § 17705.04
Corporations Code - CORP - CORP § 17705.04
If a member dies, the deceased member’s personal representative or other legal representative may exercise the rights of a transferee provided in subdivision (c) of Section 17705.02 and, for the purposes of settling the estate, the rights of a current member under Section 17704.1
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Corporations Code - CORP - CORP § 17706.01
Corporations Code - CORP - CORP § 17706.01
(a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will pursuant to subdivision (a) of Section 17706.02. (b) A person’s dissociation from a limited liability company is wrongful only if either of the f
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Corporations Code - CORP - CORP § 17706.02
Corporations Code - CORP - CORP § 17706.02
A person is dissociated as a member from a limited liability company when any of the following occur: (a) The limited liability company has notice of the person’s express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the limited
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Corporations Code - CORP - CORP § 17706.03
Corporations Code - CORP - CORP § 17706.03
(a) When a person is dissociated as a member of a limited liability company all of the following apply: (1) The person’s right to vote or participate as a member in the management and conduct of the limited liability company’s activities terminates. (2) If the limited liability c
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Corporations Code - CORP - CORP § 17707.01
Corporations Code - CORP - CORP § 17707.01
A limited liability company is dissolved, and its activities shall be wound up, upon the happening of the first to occur of the following: (a) On the happening of an event set forth in a written operating agreement or the articles of organization. (b) By the vote of 50 percent or