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Changes to IRS Partnership and LLC Audit Rules

Bradley Arant Boult Cummings, LLP, Mark Miller: “The Internal Revenue Service’s (IRS’) ability to audit partnerships1 will be greatly enhanced due to changes made by the recent Bipartisan Budget Act of 2015 (Budget Act). The new rules apply to tax years beginning after 2017, which may seem far away, but partnerships need to use this time to prepare for the changes by amending their governing documents (i.e., partnership agreements and operating agreements), selecting a new “Partnership Representative” (PR), and making decisions that will affect internal operations for years to come. Speaking at a conference on March 15, IRS Chief Counsel William Wilkins confirmed that the IRS will be ramping up its partnership audit efforts. Congress projects these new procedures to generate more than $9.3 billion in new revenue over a 10-year period.”

The article concludes with this statement:

“A final warning: Anyone that is either (1) contemplating a new . . . business that will be classified as a partnership for federal tax purposes (including an LLC or joint venture) or (2) needing to amend an existing agreement should strongly consider incorporating these changes into the new or revised agreement immediately

Emphasis added.

By | 2016-05-30T08:14:48+00:00 April 21st, 2016|Categories: Partnership Tax|0 Comments

Predicting How the New Partnership Audit Rules Will Affect S Corporations and Their Shareholders

The Journal of Passthrough Entities (CCH) “This column has three focal points: S corporations (of course!), the new partnership audit procedures and Jeanne Dixon. Yes, that Jeanne Dixon—the self-professed psychic who claimed to have predicted the assassination of President Kennedy, met with Presidents Roosevelt and Nixon and for a time was one of Nancy Reagan’s astrologers.1 What is Jeanne Dixon doing in this S Corporation Corner?  Well, it is about predicting the future. And it is about making enough predictions based on educated guesses that one or two of them may actually come true—or at least close enough to claim they came true.”

The author of this article makes three predictions.  His prediction number 2 deals with partnership agreements and operating agreements of LLCs taxed as partnerships.  He predicts:

“PREDICTION #2:

Some partnership agreements will be revised and some new ones drafted to require S corporation partners to provide annually to the partnership an accurate list of the names and TINs of the S corporation’s shareholders (i.e., the persons to whom the S corporation is required to issue Schedules K-1 for the year).

Corollary: Some partnership agreements will provide that S corporation partners must indemnify the partnership and its other partners against either: (i) partnership-level income taxes the partnership is required to pay but could have avoided had the S corporation provided the information necessary for the partnership to elect out of the entity-level audit provisions on a timely basis, or (ii) the costs to the partnership of making an election under new Code Sec. 6226.”

By | 2016-12-13T21:20:06+00:00 March 30th, 2016|Categories: Partnership Tax|0 Comments

New IRS Audit Rules for Companies Taxed as Partnerships

Paul Hastings LLP, Thomas S. Wisialowski , Erika Mayshar and Noah Metz: “Hedge funds, private equity firms, real estate companies, and other businesses structured as partnerships or limited liability companies are paying close attention to recent changes in IRS audit procedures. . . . This means that under the rules described above, if a partnership filed a tax return and paid its taxes in year 1 (the year 1 tax return), partner X sold its interest in the partnership to new partner Y in year 2, and the partnership was audited in year 3 in respect of its year 1 tax return, then partner Y would bear its share of any additional tax liability assessed on the partnership in year 3 in respect of the year 1 tax return, despite that partner X, and not partner Y, was a partner in the partnership in year 1.”

The article states one of the most important reason that operating agreement of all LLCs taxed as partnerships must be amended to deal with the new audit rules:

“Partnership and LLC agreements should generally be revised to provide for who will act as the ‘partnership representative’ because in the absence of an appointed person, the IRS has the discretion to pick a ‘partnership representative.’

By | 2016-12-13T21:20:06+00:00 March 7th, 2016|Categories: Partnership Tax|0 Comments

New Tax Audit Regime

Taft Stettinius & Hollister LLP, Todd C. Lady and Lourdes E. Perrino: “On Nov. 2, 2015, President Obama signed into law the Bipartisan Budget Act of 2015 (the “Act”). The Act dramatically changes the way the IRS will conduct partnership audits going forward and, in turn, likely will have far reaching implications on how partnerships, including funds, conduct operations in the future. . . . Although these rules have not yet taken effect, they should be taken into account when drafting new operating agreements or engaging in acquisitive transactions involving partnerships. Operating agreements should include procedures that address the option to elect to pass any adjustment on to the reviewed-year partners. Additionally, partners should clearly define their respective rights to notice and participation during an audit and carefully select the partnership representative that will have the authority to bind the partnership.”

By | 2016-05-29T08:26:54+00:00 February 8th, 2016|Categories: Partnership Tax|0 Comments

New Partnership Audit Rules Require Careful Review of Partnership and LLC Agreements

Cozen O’Connor, Richard J. Silpe”If you are a partner of a partnership or a member of a limited liability company (LLC) taxed as a partnership, or are entering into a new partnership or LLC, you may have some important decisions to make in light of impending changes to the rules governing federal tax audits. . . . These new rules will lead to new provisions in partnership and LLC agreements and amendments of existing agreements to, among other things, designate a method for selecting a partnership representative and its rights and obligations of the partners, address whether certain tax elections will be made, and provide for indemnification and other contractual provisions (e.g., in the case of a withdrawing partner).

By | 2016-05-29T10:33:22+00:00 January 26th, 2016|Categories: Partnership Tax|0 Comments

Comprehensive Partnership Audit Reform Requires Amending LLC Operating) Agreements

Kilpatrick Townsend & Stockton LLP, James E. Brown, Heather L. Preston, Lynn E. Fowler and Charles E. Hodges II “Congress has recently scrapped the existing procedures for IRS audits of partnerships. The new rules (the “BBA Audit Rules”1) are effective for partnership taxable years beginning on or after January 1, 2018. A partnership that fails to address key concepts of the BBA Audit Rules could make a partner indirectly liable for federal income tax of the partners assessed for a year prior to becoming a partner. Almost all partnership (and LLC operating) agreements will need to be amended at a minimum to clarify which partners will be liable with respect to audit adjustments asserted by the IRS.”

By | 2016-05-29T10:26:29+00:00 December 22nd, 2015|Categories: Partnership Tax|0 Comments

New Audit Rules Require Changes to Partnership and LLC Operating Agreements

Holland & Knight LLP, William B. Sherman and Daniel L. Janovitz: “The Bipartisan Budget Act of 2015 (P.L. 114-74) includes a complete overhaul of the procedures that apply to Internal Revenue Service (IRS) audits of partnerships, including limited liability companies (LLCs) taxed as partnerships and their partners. . . . . Issues that Partnerships Need to Address . . . . 1. Existing partnership and LLC operating agreements should be reviewed, and amendments will need to be drafted to address aspects of the new rules, including:

  • designating the partnership representative in place of the TMP
  • determining the partner(s) that will control the decision to opt out of the new regime
  • preventing assignments of partner interests to persons that would preclude the ability to opt-out
  • addressing the payment of entity-level tax
  • committing to making certain elections in the event of an audit adjustment
  • addressing circumstances where partners agree to “adjusted information returns” in lieu of entity-level tax

2. Negotiations will be necessary to determine the appropriate partnership representative and the contractual limitations on the authority of such representative.

By | 2016-12-13T21:20:06+00:00 December 21st, 2015|Categories: Partnership Tax|0 Comments

New Partnership Tax Audit Rules Require Changes to Operating Agreements

Dykema Gossett PLLC, Jeffrey A. Goldman, Steven E. Grob, Anthony Ilardi, Jr., William C. Lentine and Robert W. Nelson: “On November 2, President Obama signed the Bipartisan Budget Act of 2015 (the “Act”), which significantly changes the procedures for tax audits of partnerships. . . . The sweeping changes in the realm of partnership tax audits will likely require revisions to most partnership agreements and new considerations when entering or leaving a partnership.”

See the end of the article for a list of changes to make to operating agreements and partnership agreements.

By | 2017-06-24T15:16:46+00:00 December 18th, 2015|Categories: Partnership Tax|0 Comments

New Audit Procedures for Partnerships Create Potential Entity-Level Liabilities

Venable LLP, Brian J. O’Connor, Norman Lencz, Michael A. Bloom and Christopher S. Davidson:  “On November 2, 2015, President Obama signed into law the Bipartisan Budget Act of 2015 (the Act). The Act significantly changes how partnerships (including LLCs taxed as partnerships) are audited by the IRS. . . . As a result of changes made to the Internal Revenue Code by the Act, partnerships may now be directly liable for any tax deficiency resulting from an adjustment to partnership items (e.g., income, gain, loss deduction and/or credit). Thus, the current partners in a partnership could bear economic responsibility for improper tax reporting in prior years, even if one or more of such partners was not a partner in the year in which the improper reporting occurred.”

This article includes the following statement:

“existing partnership agreements should be reviewed to account for these new audit procedures”

I agree.  I recommend without exception that all existing LLCs taxed as partnerships amend their Operating Agreements to cover the issues created by the Bipartisan Budget Act of 2015.  LLCs that are taxed as partnerships that do not have an Operating Agreement should adopt an Operating Agreement that contains language that deals with the issues created by the BBA.

 

By | 2017-06-24T15:21:57+00:00 December 17th, 2015|Categories: Bipartisan Budget Act, Partnership Tax|0 Comments

Bipartisan Budget Act of 2015 Introduces New Partnership IRS Audit Rules

Akerman LLP, Donald K. Duffy:  “Effective for partnership tax years beginning after 2017, the Bipartisan Budget Act of 2015 repealed the current partnership audit rules and replaced them with rules described in general terms below. Partnerships can also elect to apply the new rules sooner to partnership tax years beginning after the date of the Act’s enactment. In brief, the major change is that the partnership itself can be liable for federal income tax in the tax year the audit adjustments become final. The partners in that year bear the economic burden of the tax and not the partners in the earlier tax year under audit and with respect to which the adjustments are made. Since partnerships can elect to apply these new rules earlier than 2018, some extra diligence is needed now in the acquisition of partnership and LLC interests.”

This article lists eight partnership tax issues that should be addressed in partnership agreements and operating agreements of LLCs taxed as partnerships.  Bottom line:  If your existing or new LLC is or will be taxed as a partnership it must have an operating agreement that includes language that addresses the issues created by the Bipartisan Budget Act of 2015.

By | 2016-05-29T07:25:04+00:00 December 4th, 2015|Categories: Partnership Tax|0 Comments

Budget Act Creates New Partnership Tax Audit Regime

Drinker Biddle & Reath LLP, Stephen D.D. Hamilton, David Shechtman and Jonathan D. Grossberg: “Although the new rules under the Budget Act will first apply to returns filed during 2019 ( i.e., for a partnership’s 2018 taxable year), partnerships and their advisors need to plan now for these eventual changes. Anyone entering into a new partnership agreement or acquiring an interest in an existing partnership should focus on what tax audit rights, and what tax representations and covenants, to seek. Partners of “small partnerships” should consider whether to bind themselves to the election-out procedures and whether to adopt transfer restrictions that will insure that the election-out remains available. Existing partnerships should begin consideration of the procedures for designating the PR and whether to utilize the alternative regime for allocation of assessed tax liability back to the partners in the Audit Year.”

By | 2016-05-29T08:41:50+00:00 November 30th, 2015|Categories: Partnership Tax|0 Comments

Partnership Audit Reform: New Partnership-level Tax Impacts Partnerships & LLCs

Kaye Scholer LLP, David A. Sausen, Willys H. Schneider and Zeno Houston:  “The Bipartisan Budget Act of 2015 (the Budget Act), which was signed into law on November 2, 2015, has dramatically reformed how the U.S. Internal Revenue Service (IRS) will assess and collect taxes from partnerships, including limited liability companies (LLCs) treated as partnerships for tax purposes. . . . Accordingly, absent the exercise of an election as described below, the New Audit Rules can result in the imposition of an entity-level tax on the partnership as a result of audit adjustments. This heralds a significant change from the existing partnership audit procedures”

The authors state:

All partnerships will need to consider appropriate revisions to existing partnership agreements—preferably, long in advance of the Effective Date

By | 2016-05-29T08:16:24+00:00 November 20th, 2015|Categories: Partnership Tax|0 Comments

New Tax Audit Rules: a Big Deal for LLCs Taxed as Partnerships

Shearman & Sterling LLP, David S. Raab, Julie M. Marion and Thomas H. Halpern: “Existing partnerships should review operating agreements before new rules take effect.  The Bipartisan Budget Act of 2015 (the Act), which President Obama signed on November 2, upends the way the Internal Revenue Service (IRS) conducts partnership audits, with potentially far-reaching effects. . . . Small partnerships will have to decide whether they want to elect out of the new regime, thereby weakening the ability to control consistent partner reporting.  Partnerships that do not elect out or that are ineligible to elect out will need to ensure their operating agreements address the new procedural requirements, such as addressing whether the partnership is required to elect to pass-through audit adjustments to the partners or who will have the authority to make that decision.

By | 2016-05-29T10:01:31+00:00 November 9th, 2015|Categories: Partnership Tax|0 Comments

Partnership Audit Reform Passed into Law

Ropes & Gray LLP:  “On Monday, November 2, President Obama signed the Bipartisan Budget Act of 2015 (the “BBA”) into law, effecting sweeping changes to the rules governing audits of entities treated as partnerships for U.S. federal income tax purposes. The new rules can be expected to increase partnership audit rates by making audits and related tax assessments more efficient for the IRS, including by imposing an entity-level tax on the partnership on audit adjustments, absent an election (described below) to shift tax liability to partners. The new rules constitute a stark change from existing law

The authors said the partners of a partnership and the members of an LLC taxed as a partnership should take the following action:

“Revision of partnership agreement provisions addressing the sharing among the partners of any partnership-level tax and related items.”

The authors described six other issues that partnerships and LLCs taxed as partnerships must consider.

By | 2016-12-13T21:20:06+00:00 November 9th, 2015|Categories: Partnership Tax|0 Comments

New Partnership Audit Rules Radically Alters Federal Partnership Income Tax

Sutherland Asbill & Brennan LLP, Thomas A. Cullinan, Sheldon M. Kay , Daniel R. McKeithen, David A. Roby, Jr., Amish M. Shah and H. Karl Zeswitz: “On November 2, 2015, President Obama signed the Budget Act of 2015 (the “2015 Budget Act”), which makes significant amendments to the procedural rules governing federal income tax audits and judicial proceedings that apply to partnerships and other entities (such as limited liability companies or statutory trusts) classified as partnerships for federal income tax purposes. . . . existing partnerships and their partners will also need to consider the extent to which the new rules will necessitate amendments to their partnership agreements to preserve their existing arrangements.”

By | 2016-05-29T10:17:30+00:00 November 5th, 2015|Categories: Partnership Tax|0 Comments

Bipartisan Budget Act of 2015 Revamps Partnership Tax Audit and Collection Procedures

Debevoise & Plimpton LLP, Adele M. Karig, Vadim Mahmoudov, Peter F.G. Schuur, Rafael Kariyev and Matthew D. Saronson:  “The Bipartisan Budget Act of 2015 signed by President Obama yesterday substantially changes how the IRS makes tax audit adjustments to partnerships and limited liability companies (LLCs) that are treated as partnerships for tax purposes. The changes are intended to enhance the IRS’s ability to audit partnership tax returns, and to enable the IRS to collect taxes, interest and penalties that flow from a partnership tax audit adjustment directly from the affected partnership. . . . The new partnership tax audit rules, which will apply to tax returns of partnerships for tax years beginning after 2017, provide that any tax adjustments resulting from IRS audits of partnerships generally will be determined and collected at the partnership level, even though partnerships are not subject to income taxes and the partners are the relevant taxpayers.

By | 2016-05-28T20:40:34+00:00 November 3rd, 2015|Categories: Bipartisan Budget Act, Partnership Tax|0 Comments

California Amends Its Revised Uniform Limited Liability Company Law

On October 11, 2015, California Governor Jerry Brown signed into law Assembly Bill 506, which amends the California Revised Uniform Limited Liability Company Act that became effective on January 1, 2014.  AB 506 was primarily drafted by the Partnership and Limited Liability Companies Committee of the Business Law Section of the California State Bar to fix what were perceived as problems with the original California RULLCA.  I’ll be posting a more detailed look at the revisions to RULLCA, but at first glance the amendments reinforce my belief that ALL California LLCs should adopt an Operating Agreement that is expressly drafted to comply with RULLCA as amended by AB 506.

Here’s the text of the Legislative Counsel’s comments on AB 506:

“Existing law, the California Revised Uniform Limited Liability Company Act, authorizes one or more persons to form a limited liability company by, among other things, signing and delivering articles of organization to the Secretary of State. The act authorizes a person, as defined, to dissociate as a member of a limited liability company at any time by withdrawing as a member by express will. The act deems a person to be dissociated from a limited liability company upon the occurrence of certain events, including, among others, an individual’s death. The act provides the effects when a person, including an individual, is dissociated from a limited liability company. Existing law limits the application of an operating agreement.

This bill would specify that upon dissociation a person’s right to vote as a member in the management and conduct of the limited liability company’s activities terminates. The bill would authorize, if a member dies, or a guardian or conservator of the estate is appointed for the member, or a member’s interest is being administered by an attorney-in-fact under a valid power of attorney, the member’s executor, administrator, guardian, conservator, attorney-in-fact, or other legal representative to exercise all of the member’s rights for the purpose of settling the member’s estate or administering the member’s property, including any power the member had under the articles of organization or an operating agreement to give a transferee the right to become a member. The bill would also modify the definition of “electronic transmission by the limited liability company” and would expand the definition of “person” under the act. The bill would modify what an operating agreement may provide, as specified. The bill would provide that specified provisions of the Labor Code, relating to consideration for employment and employment contracts, shall not apply to membership interests issued by any limited liability company or foreign limited liability company, as specified.

Existing law requires that any distributions made by a limited liability company before its dissolution and winding up be among the members in accordance with the operating agreement.This bill would further require that the profits and losses of a limited liability company be allocated among the members, and among classes of members, in the manner provided in the operating agreement, and would require that profits and losses be allocated in proportion to the value of the contributions from each member if the operating agreement does not otherwise provide.

Existing law requires the consent of all members of the limited liability company to approve a merger or conversion and to amend the operating agreement.  This bill would eliminate that requirement.
Existing law requires a limited liability company to reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed limited liability company or the manager of a manager-managed limited liability company in the course of the member’s or manager’s activities on behalf of the limited liability company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with specified duties.
This bill would require the limited liability company to indemnify the agent of a limited liability company to the extent that the agent has been successful on the merits in defense or settlement of any claim, issue, or matter if the agent acted in good faith and in a manner that the agent reasonably believed to be in the best interests of the limited liability company and its members, as provided.
Under existing law, the persons who filed the certificate of dissolution are required to sign and file with the Secretary of State a certificate of cancellation of articles of organization upon the completion of the winding up of the affairs of the limited liability company, except as specified. Existing law requires the certificate of cancellation of articles of organization to include, among other things, that upon the filing of the certificate of cancellation, the limited liability company is required to be canceled and its powers, rights, and privileges are required to cease. Under existing law, a limited liability company that is dissolved continues to exist for the purpose of, among other things, winding up its affairs and prosecuting and defending actions by or against it in order to collect and discharge obligations.
This bill would instead provide that a limited liability company that has filed a certificate of cancellation continues to exist for those purposes, as specified.
This bill would limit the applicability of the act to acts or transactions by a limited liability company or by the members or managers of the limited liability company occurring, or an operating agreement or other contracts entered into by the limited liability company or by the members or managers of the limited liability company, on or after January 1, 2014.
This bill would incorporate additional changes to Section 17710.06 of the Corporations Code made by this bill and AB 1471 to take effect if both bills are chaptered and this bill is chaptered last.
This bill would incorporate additional changes to Section 17713.12 of the Corporations Code made by this bill and AB 1517 to take effect if both bills are chaptered and this bill is chaptered last.”
By | 2016-12-13T21:20:06+00:00 October 14th, 2015|Categories: CA Law, CA LLC Statutes, Operating LLCs|0 Comments

How Does the Agent for Service of Process of a CA LLC Resign?

Question:  I am the agent for service of process for a California limited liability company.  How do I resign the position of the LLC’s agent for service of process?

Answer:  You must prepare, sign and file a California Secretary of State Form RA-100, Resignation of Agent Upon Whom Process May Be Served, with the California Secretary of State.  There is no fee to file the form.  Mail the form to Secretary of State, Document Filing Support Unit, 1500 11th Street, 3rdFloor, Sacramento, CA 9581. Upon filing Form RA-100, the authority of the agent for service of process to act in that capacity will cease,and the Secretary of State will give written notice of the resignation to the entity.

A non-refundable $15.00 special handling fee is applicable for processing documents delivered in person (drop off) at the Sacramento office. To get a copy of the filed document, include a separate request and payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.
By | 2016-12-13T21:20:13+00:00 April 30th, 2015|Categories: FAQs, How Do I, Miscellaneous|0 Comments

Conditions to Amending an Operating Agreement

Question:  Can the Operating Agreement of a California limited liability contain one or more provisions that create a condition that must be satisfied before the Operating Agreement can be modified?

Answer:  Yes.  RULLCA Section 17701.12(a).  Here are some common conditions members of a California LLC could put into the LLC’s Operating Agreement that must be satisfied before the Operating Agreement can be modfied:

  • The amendment must be approved by a person or entity that is not a member of the LLC.  For example, Homer Simpson’s three children have a CA LLC with an Operating Agreement that says the Operating Agreement cannot be modified unless their father Homer Simpson approve the change.
  • The Operating Agreement cannot be amended unless until after a specified date.
  • The Operating Agreement cannot be modified unless at least two thirds of the members approve the change.
By | 2016-12-13T21:20:13+00:00 March 23rd, 2015|Categories: CA Law, FAQs, Operating Agreements, Operating LLCs|0 Comments

Creditor of California LLC Wins Judgment Against LLC Members

Question:  If a California LLC distributes all of its assets to its members and dissolves without paying a creditor, can the creditor collect the unpaid debt from the former members?

Answer:  Yes, but only to the extent of the value the member received.  The California Court of Appeals case of CB Richard Ellis, Inc. v. Terra Nostra Consultants, 178 Cal.Rptr.3d 640 (Cal. Ct. App. Oct. 7, 2014) confirmed this concept.

Jefferson 38, LLC, a California limited liability company, signed a listing agreement in 2004 with real estate broker CB Richard Ellis, Inc. (“CBRE”) to sell its land.  The LLC sold it land for $11,800,000, but CBRE was not paid anything.  In 2006 CBRE exercised a clause in the listing agreement to arbitrate the dispute over the commission.  CBRE won an arbitration award of $960,649.30.  The arbitration award was confirmed and judgment entered in the amount of $985,439.80 by the Los Angeles Superior Court.  The judgment was affirmed on appeal.

When the real estate was sold in 2005, the net proceeds of the sale were distributed to the members of the LLC shortly thereafter and the LLC ceased to engage in business.  On February 27, 2006, Jefferson 38, LLC, filed a certificate of cancellation with the California Secretary of State indicating that all of its members voted for the dissolution.

At this point in time the members of the LLC had caused the LLC to distribute all of the LLC’s assets to its members and legally dissolved the LLC while an outstanding claim was pending.  This is a scenario California LLC law attempts to prevent and that is disfavored by the courts.

Because the events that gave rise to this case occurred before January 1, 2014, the effective date of the California Revised Uniform LLC Act, the California Court of Appeals applied prior California LLC law to the case.    Former Section 17355(a)(1) provided:

“Causes of action against a dissolved limited liability company, whether arising before or after the dissolution of the limited liability company, may be enforced against any of the following:

(A) Against the dissolved limited liability company, to the extent of its undistributed assets. . . .

(B) If any of the assets of the dissolved limited liability company have been distributed to members, against members of the dissolved limited liability company to the extent of the limited liability company assets distributed to them upon dissolution of the limited liability company.”

The defendants argued that they should not be liable for the debt owed by the LLC to CBRE because they were paid long before the actual dissolution of the LLC.  The Court of Appeals rejected this argument because if that were the law LLC members could easily distribute assets to members rather than creditors and avoid personal liability simply by making the distributions long before the technical dissolution of the LLC.

Current California LLC law with respect to California LLCs making distributions to members is stated in Cal. Corp. Code § 17704.05, which states:

(a) A limited liability company shall not make a distribution if after the distribution either of the following applies:

(1) The limited liability company would not be able to pay its debts as they become due in the ordinary course of the limited liability company’s activities.

(2) The limited liability company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited liability company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution.

Warning to Members of California LLCs:  Do not clean out your LLC’s assets and leave any unpaid creditors.  The general rule of prior and current LLC law that members of a California LLC are not liable for the debts, obligations, or other liabilities of the limited liability company does not apply when the members are paid before the LLC’s creditors.

By | 2016-12-13T21:20:14+00:00 October 26th, 2014|Categories: Asset Protection, CA Law, CA LLC Statutes, FAQs, Lawsuits|0 Comments