Corpus browser
179663 records-
Open
Corporations Code - CORP - CORP § 17707.02
Corporations Code - CORP - CORP § 17707.02
(a) Notwithstanding any other provision of this title, if a domestic limited liability company has not conducted any business, 50 percent or more of the voting interests of the members, or, if there are no members, 50 percent or more of the voting interests of the managers, if an
-
Open
Corporations Code - CORP - CORP § 17707.03
Corporations Code - CORP - CORP § 17707.03
(a) Pursuant to an action filed by any manager or by any member or members of a limited liability company, a court of competent jurisdiction may decree the dissolution of a limited liability company whenever any of the events specified in subdivision (b) occurs. (b) (1) It is not
-
Open
Corporations Code - CORP - CORP § 17707.04
Corporations Code - CORP - CORP § 17707.04
In the event of a dissolution of a limited liability company all of the following apply: (a) The managers who have not wrongfully dissolved the limited liability company, or, if none, the members, or, if none, the person or a majority of the persons signing the articles of organi
-
Open
Corporations Code - CORP - CORP § 17707.05
Corporations Code - CORP - CORP § 17707.05
(a) Except as otherwise provided in the articles of organization or the written operating agreement, after determining that all the known debts and liabilities of a limited liability company in the process of winding up, including, without limitation, debts and liabilities to mem
-
Open
Corporations Code - CORP - CORP § 17707.06
Corporations Code - CORP - CORP § 17707.06
(a) A limited liability company that has filed a certificate of cancellation nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it in order to collect and discharge obligations, disposing of and conveying its
-
Open
Corporations Code - CORP - CORP § 17707.07
Corporations Code - CORP - CORP § 17707.07
(a) (1) Causes of action against a dissolved limited liability company, whether arising before or after the dissolution of the limited liability company, may be enforced against any of the following: (A) Against the dissolved limited liability company to the extent of its undistr
-
Open
Corporations Code - CORP - CORP § 17707.08
Corporations Code - CORP - CORP § 17707.08
(a) (1) The managers shall sign and cause to be filed in the office of, and on a form prescribed by, the Secretary of State, a certificate of dissolution upon the dissolution of the limited liability company pursuant to this article unless the event causing the dissolution is tha
-
Open
Corporations Code - CORP - CORP § 17707.09
Corporations Code - CORP - CORP § 17707.09
(a) Notwithstanding the filing of a certificate of dissolution, a majority of the members may cause to be filed, in the office of, and on a form prescribed by, the Secretary of State, a certificate of continuation, in any of the following circumstances: (1) The business of the li
-
Open
Corporations Code - CORP - CORP § 17708.01
Corporations Code - CORP - CORP § 17708.01
(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following: (1) The organization of the limited liability company, its internal affairs, and the authority of its members and managers. (2) The liability of
-
Open
Corporations Code - CORP - CORP § 17708.02
Corporations Code - CORP - CORP § 17708.02
(a) A foreign limited liability company may apply for a certificate of registration to transact business in this state by delivering an application to the Secretary of State for filing on a form prescribed by the Secretary of State. The application shall state all of the followin
-
Open
Corporations Code - CORP - CORP § 17708.03
Corporations Code - CORP - CORP § 17708.03
(a) A foreign limited liability company that enters into repeated and successive transactions of business in this state, other than in interstate or foreign commerce, is considered to be transacting intrastate business in this state within the meaning of this article. (b) Without
-
Open
Corporations Code - CORP - CORP § 17708.04
Corporations Code - CORP - CORP § 17708.04
Unless the Secretary of State determines that an application for a certificate of registration does not comply with the filing requirements of this article, the Secretary of State, upon payment of all required filing fees, shall file the application of a foreign limited liability
-
Open
Corporations Code - CORP - CORP § 17708.05
Corporations Code - CORP - CORP § 17708.05
(a) A foreign limited liability company whose name does not comply with Section 17701.08 shall not obtain a certificate of registration until it adopts, for the purpose of transacting intrastate business in this state, an alternate name that complies with Section 17701.08. A fore
-
Open
Corporations Code - CORP - CORP § 17708.06
Corporations Code - CORP - CORP § 17708.06
(a) To cancel its registration to transact intrastate business in this state, a foreign limited liability company shall deliver to the Secretary of State for filing a certificate of cancellation, signed by a person with authority to do so under the law of the state of its organiz
-
Open
Corporations Code - CORP - CORP § 17708.07
Corporations Code - CORP - CORP § 17708.07
(a) A foreign limited liability company transacting intrastate business in this state shall not maintain an action or proceeding in this state unless it has a certificate of registration to transact intrastate business in this state. (b) The failure of a foreign limited liability
-
Open
Corporations Code - CORP - CORP § 17708.08
Corporations Code - CORP - CORP § 17708.08
If the members of a foreign limited liability company residing in this state represent 25 percent or more of the voting interests of the members of that foreign limited liability company, those members shall be entitled to all information and inspection rights provided in Section
-
Open
Corporations Code - CORP - CORP § 17708.09
Corporations Code - CORP - CORP § 17708.09
The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting intrastate business in this state in violation of this title.
-
Open
Corporations Code - CORP - CORP § 17709.01
Corporations Code - CORP - CORP § 17709.01
Any member of a foreign or domestic limited liability company may bring a class action on behalf of all or a class of members to enforce any claim common to those members and any of those actions shall be governed by the law governing class actions generally, provided that in ord
-
Open
Corporations Code - CORP - CORP § 17709.02
Corporations Code - CORP - CORP § 17709.02
(a) No action shall be instituted or maintained in right of any domestic or foreign limited liability company by any member of the limited liability company unless both of the following conditions exist: (1) The plaintiff alleges in the complaint that the plaintiff was a member,
-
Open
Corporations Code - CORP - CORP § 17710.01
Corporations Code - CORP - CORP § 17710.01
For purposes of this article, the following definitions apply: (a) “Converted entity” means the other business entity or foreign other business entity or foreign limited liability company that results from a conversion of a domestic limited liability company under this title. (b)
-
Open
Corporations Code - CORP - CORP § 17710.02
Corporations Code - CORP - CORP § 17710.02
(a) A limited liability company may be converted into an other business entity or a foreign other business entity or a foreign limited liability company pursuant to this article if both of the following apply: (1) Pursuant to a conversion into a domestic or foreign general partne
-
Open
Corporations Code - CORP - CORP § 17710.03
Corporations Code - CORP - CORP § 17710.03
(a) A limited liability company that desires to convert to an other business entity or a foreign other business entity or a foreign limited liability company shall approve a plan of conversion. The plan of conversion shall state all of the following: (1) The terms and conditions
-
Open
Corporations Code - CORP - CORP § 17710.04
Corporations Code - CORP - CORP § 17710.04
(a) A conversion into an other business entity or a foreign other business entity or a foreign limited liability company shall become effective upon the earliest date that all of the following occur: (1) The plan of conversion is approved by the members of the converting limited
-
Open
Corporations Code - CORP - CORP § 17710.05
Corporations Code - CORP - CORP § 17710.05
(a) If the limited liability company is converting into a foreign limited liability company or foreign other business entity, those conversion proceedings shall be in accordance with the laws of the state or place of organization of the foreign limited liability company or foreig
-
Open
Corporations Code - CORP - CORP § 17710.06
Corporations Code - CORP - CORP § 17710.06
(a) Upon conversion of a limited liability company, one of the following applies: (1) If the limited liability company is converting into a domestic limited partnership, a statement of conversion shall be completed on a certificate of limited partnership for the converted entity