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Corporations Code - CORP - CORP § 17711.13
Corporations Code - CORP - CORP § 17711.13
(a) This article applies to the following: (1) A domestic limited liability company formed on or after January 1, 2014. (2) A foreign limited liability company if the foreign limited liability company was formed on or after January 1, 2014, or filed an application to qualify to d
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Corporations Code - CORP - CORP § 17711.14
Corporations Code - CORP - CORP § 17711.14
(a) No member of a limited liability company who has a right under this article to demand payment of cash for the interest owned by a member in a limited liability company shall have any right at law or in equity to attack the validity of the reorganization, or to have the reorga
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Corporations Code - CORP - CORP § 17712.01
Corporations Code - CORP - CORP § 17712.01
The articles of organization or the operating agreement may provide for the creation of classes of members having those relative rights, powers, and duties as the articles of organization or operating agreement may provide, including rights, powers, and duties senior to other cla
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Corporations Code - CORP - CORP § 17713.01
Corporations Code - CORP - CORP § 17713.01
In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
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Corporations Code - CORP - CORP § 17713.02
Corporations Code - CORP - CORP § 17713.02
This title modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001 et seq.), but does not modify, limit, or supersede Section 101(c) of that act (15 U.S.C. Sec. 7001(c)), or authorize electronic delivery of any o
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Corporations Code - CORP - CORP § 17713.03
Corporations Code - CORP - CORP § 17713.03
This title does not affect an action commenced, proceeding brought, or right accrued or accruing before this title takes effect.
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Corporations Code - CORP - CORP § 17713.04
Corporations Code - CORP - CORP § 17713.04
(a) Except as otherwise provided in subdivisions (b) and (c), this title shall apply to all domestic limited liability companies existing on or after January 1, 2014, to all foreign limited liability companies registered with the Secretary of State prior to January 1, 2014, whose
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Corporations Code - CORP - CORP § 17713.05
Corporations Code - CORP - CORP § 17713.05
This title, or any division, part, chapter, article, or section thereof, may at any time be amended or repealed.
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Corporations Code - CORP - CORP § 17713.06
Corporations Code - CORP - CORP § 17713.06
(a) If a manager or member required by this title to execute or file any document fails, after demand, to do so within a reasonable time or refuses to do so, any other manager or member, or any person appointed by a court of competent jurisdiction, may prepare, execute, and file
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Corporations Code - CORP - CORP § 17713.07
Corporations Code - CORP - CORP § 17713.07
(a) Every limited liability company that neglects, fails, or refuses to keep or cause to be kept or maintained the documents, books, and records required by Section 17701.13 to be kept or maintained shall be subject to a penalty of twenty-five dollars ($25) for each day that the
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Corporations Code - CORP - CORP § 17713.08
Corporations Code - CORP - CORP § 17713.08
Any penalty prescribed by Section 17713.07 shall be in addition to any remedy by injunction or action for damages or by writ of mandate for the nonperformance of acts and duties enjoined by law upon the limited liability company or its managers, including, without limitation, the
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Corporations Code - CORP - CORP § 17713.09
Corporations Code - CORP - CORP § 17713.09
(a) Upon the failure of a limited liability company to file the statement required by Section 17702.09, the Secretary of State shall provide a notice of the delinquency to the limited liability company. The notice shall also contain information concerning the application of this
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Corporations Code - CORP - CORP § 17713.10
Corporations Code - CORP - CORP § 17713.10
(a) A limited liability company that (1) fails to file a statement pursuant to Section 17702.09 for an applicable filing period, (2) has not filed a statement pursuant to Section 17702.09 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 17713.
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Corporations Code - CORP - CORP § 17713.10.1
Corporations Code - CORP - CORP § 17713.10.1
(a) A domestic limited liability company, as described in subdivisions (g) and (k) of Section 17701.02, may be subject to administrative cancellation pursuant to this section if, as of January 1, 2019, or at any time thereafter, the limited liability company’s powers, rights, and
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Corporations Code - CORP - CORP § 17713.11
Corporations Code - CORP - CORP § 17713.11
(a) Sections 17713.09 and 17713.10 apply to foreign limited liability companies with respect to the statements required to be filed by Section 17702.09. For this purpose, the suspension of the powers, rights, and privileges of a domestic limited liability company shall mean the f
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Corporations Code - CORP - CORP § 17713.12
Corporations Code - CORP - CORP § 17713.12
(a) A limited liability company is liable for a civil penalty in an amount not exceeding one million dollars ($1,000,000) if the limited liability company does both of the following: (1) Has actual knowledge that a member, officer, manager, or agent of the limited liability compa
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Corporations Code - CORP - CORP § 17713.13
Corporations Code - CORP - CORP § 17713.13
This title shall become operative on January 1, 2014.
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Corporations Code - CORP - CORP § 178
Corporations Code - CORP - CORP § 178
“Proxy” means a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder’s attorney in fact giving another person or persons power to vote with respect to the shares of such shareholder. “Signed” for the purpose of this section mea
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Corporations Code - CORP - CORP § 179
Corporations Code - CORP - CORP § 179
“Proxyholder” means the person or persons to whom a proxy is given.
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Corporations Code - CORP - CORP § 18
Corporations Code - CORP - CORP § 18
“Person” includes a corporation as well as a natural person.
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Corporations Code - CORP - CORP § 180
Corporations Code - CORP - CORP § 180
“Redemption price” means the amount or amounts (in cash, property or securities, or any combination thereof) payable on shares of any class or series upon the redemption of the shares. Unless otherwise expressly provided, the redemption price is payable in cash.
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Corporations Code - CORP - CORP § 180.5
Corporations Code - CORP - CORP § 180.5
“Redomestication” means the transfer of an insurer’s place of incorporation from another state to this state or from this state to another state.
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Corporations Code - CORP - CORP § 1800
Corporations Code - CORP - CORP § 1800
(a) A verified complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in the superior court of the proper county by any of the following persons: (1) One-half or more of the directors in office. (2) A sha
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Corporations Code - CORP - CORP § 18000
Corporations Code - CORP - CORP § 18000
Unless the provision or context otherwise requires, the definitions in this chapter govern the construction of this title.
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Corporations Code - CORP - CORP § 18003
Corporations Code - CORP - CORP § 18003
“Board” means the board of directors or other governing body of an unincorporated association.