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CALIFORNIA LEGAL INFORMATION

LLC Links -- Forms and Statutes
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Selected California Statutes--LLC

  • 17051. Article of Orgnaization. (a) The articles of organization shall set forth:
    1. The name of the limited liability company.
    2. The following statement: The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea Limited Liability Company Act.
    3. (RESERVED)
    4. The name and address of the initial agent for service of process on the limited liability company who meets the qualifications specified in paragraph (1) of subdivision (b) of Section 17061, unless a corporate agent is designated, in which case only the name of the agent shall be set forth.
    5. If the limited liability company is to be managed by one or more managers and not by all its members, the statement referred to in subdivision (b) of Section 17151. If the limited liability company is to be managed by only one manager, the articles of organization shall contain a statement to that effect.
    (b) It is not necessary to set out in the articles of organization any of the powers of a limited liability company enumerated in this title.
    (c) The articles of organization may contain any other provision not inconsistent with law, including, but not limited to:
    1. A provision limiting or restricting the business in which the limited liability company may engage or the powers that the limited liability company may exercise or both.
    2. Provisions governing the admission of members to the limited liability company.
    3. The time at which the limited liability company is to dissolve.
    4. Any events that will cause a dissolution of the limited liability company.
    5. A statement of whether there are limitations on the authority of managers or members to bind the limited liability company, and, if so, what the limitations are.
    6. The names of the managers of the limited liability company.
    (d) No limitation upon the business, purposes, or powers of the limited liability company contained in or implied by the articles of organization or the operating agreement may be asserted by any person, except in one of the following types of proceedings:
    1. In a proceeding by a member or the state to enjoin the doing of unauthorized business by the limited liability company or its managers or officers, if third parties have not acquired rights thereby.
    2. In a proceeding to dissolve the limited liability company.
    3. In a derivative proceeding by the limited liability company or by a member suing on the company's behalf against the officers or managers of the limited liability company for violation of their authority. However, the limitation may not be asserted if the person asserting the limitation had actual knowledge of the limitation at the time of the act or event complained of.
    (e) The Secretary of State may cancel the filing of articles of organization if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Upon receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give a first written notice of the applicability of this section to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier's check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall be effective at that time. The second notice shall be given 20 days or more after the first notice and 90 days or less after the original filing.
  • 17052. The name of each limited liability company as set forth in its articles of organization:
    (a) Shall contain either the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.
    (b) May contain the name of one or more members.
    (c) Shall not be a name that the Secretary of State determines is likely to mislead the public and shall not be the same as, or resemble so closely as to tend to deceive, (1) the name of any limited liability company that has filed articles of organization pursuant to Section 17050, (2) the name of any foreign limited liability company registered to do business in this state pursuant to Section 17451, or (3) any name that is under reservation for another domestic limited liability company or foreign limited liability company pursuant to Section 17053. However, a limited liability company may adopt a name that is substantially the same as that of an existing domestic limited liability company or foreign limited liability company that is registered pursuant to Section 17451 upon proof of consent by that domestic limited liability company or foreign limited liability company and a finding by the Secretary of State that, under the circumstances, the public is not likely to be misled.
    (d) Shall not contain the words "bank," "trust," "trustee," "incorporated," "inc.," "corporation," or "corp.," and shall not contain the words "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.
    (e) The use by a limited liability company or a foreign limited liability company of a name in violation of this section may be enjoined, notwithstanding the filing of its articles of organization or its registration with the Secretary of State.
    (f) A limited liability company may record in the office of the county recorder of any county in this state, and county recorders, on request, shall record a certified copy of the limited liability company articles of organization and any exhibits or attachments, or any amendment or correction thereto, that has been filed in the office of the Secretary of State. A foreign limited liability company may record in the office of the county recorder of any county in the state a certified copy of the limited liability company application for registration, certificate of registration, or any amendment thereto, that has been filed in the office of the Secretary of State. The recording shall create a conclusive presumption in favor of any bona fide purchaser or encumbrancer for value of the limited liability company real property located in the county in which the certified copy has been recorded, of the statements contained therein.

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