TITLE 2.6. CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT [17701.01. - 17713.13.]

Title 2.6 added by Stats. 2012, Ch. 419, Sec. 20.

§§ 17701.01–17713.13 · 112 sections

1. ARTICLE 1. General Provisions §§ 17701.01–17701.17 · 16 sections

   • § 17701.01 This title may be cited as the California Revised Uniform Limited Liability Company Act.
   • § 17701.02 In this title: (a) “Acknowledged” means that an instrument is either of the following: (1) Formally acknowledged as provided in Article 3 (commencing with…
   • § 17701.04 (a) A limited liability company is an entity distinct from its members. (b) A limited liability company may have any lawful purpose, regardless of whether for…
   • § 17701.05 Subject to any limitations contained in the articles of organization and to compliance with this title and any other applicable laws, a limited liability…
   • § 17701.06 The law of this state governs all of the following: (a) The internal affairs of a limited liability company. (b) The liability of a member as member and a…
   • § 17701.07 (a) It is the policy of this title and this state to give maximum effect to the principles of freedom of contract and to the enforceability of operating…
   • § 17701.08 (a) The name of a limited liability company shall contain the words “limited liability company,” or the abbreviation “L.L.C.” or “LLC.” “Limited” may be…
   • § 17701.09 (a) Upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, a…
   • § 17701.10 (a) Except as otherwise provided in this section, the operating agreement governs all of the following: (1) Relations among the members as members and between…
   • § 17701.11 (a) A limited liability company is bound by and may enforce the operating agreement. (b) A person that becomes a member of a limited liability company is…
   • § 17701.12 (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction…
   • § 17701.13 (a) A limited liability company shall designate and continuously maintain in this state both of the following: (1) An office, which need not be a place of its…
   • § 17701.14 (a) A limited liability company or foreign limited liability company may change its designated office, its principal office, its agent for service of process,…
   • § 17701.15 (a) To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the Secretary…
   • § 17701.16 (a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be served upon limited liability…
   • § 17701.17 (a) A member may, in a written operating agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a specified…
2. ARTICLE 2. Formation: Articles of Organization and Other Filings §§ 17702.01–17702.10 · 9 sections

   • § 17702.01 (a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing articles of…
   • § 17702.02 (a) The articles of organization may be amended or restated at any time. (b) To amend its articles of organization, a limited liability company shall deliver…
   • § 17702.03 (a) A record delivered to the Secretary of State for filing pursuant to this title shall be signed as follows: (1) Except as otherwise expressly provided in…
   • § 17702.04 (a) If a person required by this title to sign a record or deliver a record to the Secretary of State for filing under this title does not do so, any other…
   • § 17702.05 (a) A record authorized or required to be delivered to the Secretary of State for filing under this title shall be captioned to describe the record’s purpose,…
   • § 17702.06 (a) A limited liability company or foreign limited liability company may deliver to the Secretary of State for filing a certificate of correction on a form…
   • § 17702.07 (a) If a record delivered to the Secretary of State for filing under this title and filed by the Secretary of State contains inaccurate information, a person…
   • § 17702.09 (a) Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall deliver to the…
   • § 17702.10 An instrument shall be deemed filed, and the date of filing endorsed thereon, upon receipt by the Secretary of State of any instrument accompanied by the fee…
3. ARTICLE 3. Relations of Members and Managers to Persons Dealing with a Limited Liability Company §§ 17703.01–17703.04 · 2 sections

   • § 17703.01 (a) Unless the articles of organization indicate the limited liability company is a manager-managed limited liability company, every member is an agent of the…
   • § 17703.04 (a) All of the following apply to debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1)…
4. ARTICLE 4. Relations of Members to Each Other and to the Limited Liability Company §§ 17704.01–17704.10 · 10 sections

   • § 17704.01 (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the…
   • § 17704.02 A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory…
   • § 17704.03 (a) A person’s obligation to make a contribution to a limited liability company is not excused by the person’s death, disability, or other inability to perform…
   • § 17704.04 (a) Any distributions made by a limited liability company before its dissolution and winding up shall be among the members in accordance with the operating…
   • § 17704.05 (a) A limited liability company shall not make a distribution if after the distribution either of the following applies: (1) The limited liability company…
   • § 17704.06 (a) Except as otherwise provided in subdivision (b), if a member of a member-managed limited liability company or manager of a manager-managed limited…
   • § 17704.07 (a) A limited liability company is a member-managed limited liability company unless the articles of organization contain the statement required by paragraph…
   • § 17704.08 (a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a…
   • § 17704.09 (a) The fiduciary duties that a member owes to a member-managed limited liability company and the other members of the limited liability company are the duties…
   • § 17704.10 (a) Upon the request of a member or transferee, for purposes reasonably related to the interest of that person as a member or a transferee, a manager or, if…
5. ARTICLE 5. Transferable Interests and Rights of Transferees and Creditors §§ 17705.01–17705.04 · 4 sections

   • § 17705.01 A transferable interest is personal property.
   • § 17705.02 (a) With respect to a transfer, in whole or in part, of a transferable interest, all of the following apply: (1) A transfer is permissible. (2) A transfer does…
   • § 17705.03 (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment…
   • § 17705.04 If a member dies, the deceased member’s personal representative or other legal representative may exercise the rights of a transferee provided in subdivision…
6. ARTICLE 6. Member’s Dissociation §§ 17706.01–17706.03 · 3 sections

   • § 17706.01 (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will pursuant to subdivision…
   • § 17706.02 A person is dissociated as a member from a limited liability company when any of the following occur: (a) The limited liability company has notice of the…
   • § 17706.03 (a) When a person is dissociated as a member of a limited liability company all of the following apply: (1) The person’s right to vote or participate as a…
7. ARTICLE 7. Dissolution and Winding Up §§ 17707.01–17707.09 · 9 sections

   • § 17707.01 A limited liability company is dissolved, and its activities shall be wound up, upon the happening of the first to occur of the following: (a) On the happening…
   • § 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…
   • § 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…
   • § 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…
   • § 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…
   • § 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,…
   • § 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…
   • § 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…
   • § 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,…
8. ARTICLE 8. Foreign Limited Liability Companies §§ 17708.01–17708.09 · 9 sections

   • § 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…
   • § 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…
   • § 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…
   • § 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,…
   • § 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…
   • § 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…
   • § 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…
   • § 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…
   • § 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…
9. ARTICLE 9. Actions by Members §§ 17709.01–17709.02 · 2 sections

   • § 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…
   • § 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…
10. ARTICLE 10. Merger and Conversion §§ 17710.01–17710.19 · 19 sections

    • § 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…
    • § 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…
    • § 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…
    • § 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…
    • § 17710.05 (a) If the limited liability company is converting into a foreign limited liability company or foreign other business entity, those conversion proceedings…
    • § 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…
    • § 17710.07 (a) Whenever a limited liability company or other business entity having any real property in this state converts into a limited liability company or an other…
    • § 17710.08 (a) An other business entity or a foreign other business entity or a foreign limited liability company may be converted to a domestic limited liability company…
    • § 17710.09 (a) An entity that converts into another entity pursuant to this article is for all purposes other than for the purposes of Part 10 (commencing with Section…
    • § 17710.10 Mergers of limited liability companies shall be governed by Sections 17710.11 to 17710.19, inclusive.
    • § 17710.11 The following entities may be merged pursuant to this article: (a) Two or more limited liability companies, two or more foreign limited liability companies, or…
    • § 17710.12 (a) Each limited liability company and other business entity that desires to merge shall approve an agreement of merger. The agreement of merger shall be…
    • § 17710.13 Subdivision (b) of Section 17710.12 shall not apply to any transaction if the commissioner has approved the terms and conditions of the transaction and the…
    • § 17710.14 (a) If the surviving entity is a limited liability company or an other business entity, other than a corporation in a merger in which a domestic corporation is…
    • § 17710.15 (a) Unless a future effective date is provided in a certificate of merger or the agreement of merger, if an agreement of merger is required to be filed under…
    • § 17710.16 (a) Upon a merger of limited liability companies or limited liability companies and other business entities pursuant to this article, the separate existence of…
    • § 17710.17 (a) If the surviving entity is a domestic limited liability company or a domestic other business entity, the merger proceedings with respect to that limited…
    • § 17710.18 Whenever a domestic or foreign limited liability company or other business entity having any real property in this state merges with another limited liability…
    • § 17710.19 (a) Upon a merger pursuant to this article, a surviving domestic or foreign limited liability company or other business entity shall be deemed to have assumed…
11. ARTICLE 11. Dissenters’ Rights §§ 17711.01–17711.14 · 14 sections

    • § 17711.01 (a) For purposes of this article, “reorganization” refers to any of the following: (1) A conversion pursuant to Article 10 (commencing with Section 17710.01).…
    • § 17711.02 (a) If the approval of outstanding membership interests is required for a limited liability company to participate in a reorganization, pursuant to the limited…
    • § 17711.03 (a) If members have a right under Section 17711.02, subject to compliance with paragraphs (4) and (5) of subdivision (b) of Section 17711.02, to require the…
    • § 17711.04 Within 30 days after the date on which notice of the approval of the outstanding interests of the limited liability company is mailed to the member pursuant to…
    • § 17711.05 (a) If the limited liability company and the dissenting member agree that the member’s interest is a dissenting interest and agree upon the price to be paid…
    • § 17711.06 (a) If the limited liability company denies that a membership interest is a dissenting interest, or the limited liability company and a dissenting member fail…
    • § 17711.07 (a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding…
    • § 17711.08 To the extent that the payment to dissenting members of the fair market value of their dissenting interests would require the dissenting members to return…
    • § 17711.09 Any cash distributions made by a limited liability company to a dissenting member after the date of consummation of the reorganization, but prior to any…
    • § 17711.10 Except as expressly limited by this article, dissenting members shall continue to have all the rights and privileges incident to their interests immediately…
    • § 17711.11 A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting member and ceases to be entitled to require…
    • § 17711.12 If litigation is instituted to test the sufficiency or regularity of the vote or consent of the members in authorizing a reorganization, any proceedings under…
    • § 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…
    • § 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…
12. ARTICLE 12. Class Provisions § 17712.01 · 1 section

    • § 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…
13. ARTICLE 13. Miscellaneous Provisions §§ 17713.01–17713.13 · 14 sections

    • § 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…
    • § 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…
    • § 17713.03 This title does not affect an action commenced, proceeding brought, or right accrued or accruing before this title takes effect.
    • § 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…
    • § 17713.05 This title, or any division, part, chapter, article, or section thereof, may at any time be amended or repealed.
    • § 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,…
    • § 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…
    • § 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…
    • § 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…
    • § 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…
    • § 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…
    • § 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…
    • § 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…
    • § 17713.13 This title shall become operative on January 1, 2014.