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CALIFORNIA LEGAL INFORMATION
LLC Links -- Forms and Statutes
Selected California Statutes--LLC
- 17051. Article of Orgnaization. (a) The articles of organization shall set forth:
- The name of the limited liability company.
- 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.
- (RESERVED)
- 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.
- 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:
- 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.
- Provisions governing the admission of members to the limited
liability company.
- The time at which the limited liability company is to
dissolve.
- Any events that will cause a dissolution of the limited
liability company.
- 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.
- 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:
- 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.
- In a proceeding to dissolve the limited liability company.
- 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.
Library of Informational Legal Articles
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