Tag Archives: llc

Daily Penalties for LLC Failing to Keep Records

Posted on April 3, 2017 by Elio Palacios, Jr.

If any member makes a demand that such records be kept when they are not, the LLC will be subject to a daily penalty of at least $25 per day. Continue reading →

Posted in Uncategorized | Tagged accounting books and records, Business, corporate law, Entrepreneur, Finance, Law, limited liability company, llc, LLC members, record keeping, Small business, Start Up, Starting a business | Leave a comment

Dissociation of LLC Member Does Not Discharge Them from Liability to LLC Members

Posted on March 22, 2017 by Elio Palacios, Jr.

Becoming a member in an LLC is a serious commitment and dissociation does not relieve the dissociating member from liability, whether the dissociation is voluntary or not. Continue reading →

Posted in Uncategorized | Tagged Business, Business idea, corporate law, Entrepreneur, Law, limited liability company, llc, LLC members, Member Dissociation, Small business, Start Up, Starting a business, transfer | Leave a comment

Oral Agreements of LLC Members Can Be the Operating Agreement

Posted on March 15, 2017 by Elio Palacios, Jr.

A sole member of an LLC can also have an operating agreement, whether written, oral or implied. Continue reading →

Posted in Uncategorized | Tagged Business, California Revised Uniform Limited Liability Company Act, corporate law, Entrepreneur, investments, Law, limited liability company, llc, LLC members, operating agreement, oral agreement, pierce the corporate veil, Small business, Starting a business | Leave a comment

Adding a Member, Shareholder or Partner to Your Business

Posted on January 19, 2015 by Elio Palacios, Jr.

A new member, shareholder or partner for your business might make sense. Maybe the new person adds great connections, special know-how, or deeper pockets to help capitalize the business for growth. But what exactly does it mean for you to … Continue reading →

Posted in Uncategorized | Tagged buy/sell agreement, Corporation, equity owner, investment agreement, limited liability company, llc, member, owner, partner, partnership, partnership agreement, purchase and sale agreement, securities laws, shareholder | Leave a comment

New Rules on Withdrawing from a Limited Liability Company

Posted on May 27, 2014 by Elio Palacios, Jr.

California’s limited liability company (LLC) law was updated when the California Revised Uniform Limited Liability Company Act (RULLCA) went into effect on January 1, 2014. The California RULLCA is found in California Corporations Code, sections 17701.01 et seq. One of … Continue reading →

Posted in Uncategorized | Tagged California Revised Uniform Limited Liability Company Act, dissociation, limited liability company, llc, member, RULLCA, wrongful withdrawal | Leave a comment

How a Business Should Issue Securities to its Founding Owners

Posted on October 5, 2013 by Elio Palacios, Jr.

When a business is organized, whether as a corporation or limited liability company, the business entity will need to issue to its founding owners their ownership interests (which are securities). The easiest and most straightforward way for founders to acquire … Continue reading →

Posted in Uncategorized | Tagged board of directors, Business, founder, investments, limited liability company, llc, Promissory note, securities, shares | Leave a comment

How a Business Can be Subject to the Securities Laws

Posted on April 28, 2013 by Elio Palacios, Jr.

Whenever a business entity issues ownership interests, whether it is to existing owners or new investors, one must be aware that such issuance can be deemed an issuance of securities and that the securities laws may come into play. If … Continue reading →

Posted in Uncategorized | Tagged Business, capital raise, common stock, Corporation, debt instrument, general partnership, indebtedness, investments, limited liability company, limited partnership, llc, loan, member interest, Ownership, partnership, preferred stock, promissory notes, securities, securities laws, Security (finance), shares, Start Up | Leave a comment

No Formal Operating Agreement

Posted on March 24, 2013 by Elio Palacios, Jr.

Frequently members (i.e. the owners) of a limited liability company (LLC) do not enter into a formal operating agreement (the equivalent of the partnership agreement). If there is no formal operating agreement it does not mean that there are no … Continue reading →

Posted in Uncategorized | Tagged Beverly-Killea Limited Liability Company Act, Business, California law, default rules, fiduciary duty, Law, limited liability company, llc, operating agreement | Leave a comment

LLC Partner’s Name is Not on Any Official Documents

Posted on March 4, 2013 by Elio Palacios, Jr.

Sometimes limited liability company (LLC) partners all sign their operating agreement but they then do not name all the partners in the official documents filed with the state authorities. Even worse, in some cases not all the partners are named … Continue reading →

Posted in Uncategorized | Tagged articles of organization, bank account signatories, limited liability company, llc, operating agreement, secretary of state, statement of information | Leave a comment

Minority Owner Did Not Agree to Convert to a Limited Liability Company

Posted on February 24, 2013 by Elio Palacios, Jr.

Suppose you are a minority interest owner in a partnership (less than 50%) and the majority owners decide to convert to a limited liability company (LLC) despite your disagreement to convert. Are you now responsible as an LLC member? If … Continue reading →

Posted in Uncategorized | Tagged conversion, general partnership, limited liability company, limited partnership, llc, majority interest, minority interest | Leave a comment