California Corporate Legal Questions

The limited partnership law and the LLC law require approval by a majority of limited partners to convert the same business from a limited partnership to a limited liability company. So this could have been done with the permission of the other limited partners and without asking your permission. It is also possible to make other provisions for approving such a conversion in the limited partnership agreement. AS a member in a limited liability company, you have no liability for the company's debts, same as a limited partner of a limited partnership, unless you co-signed or guaranteed the debt. California imposes a tax on revenues of a limited liability company which does not apply to limited partnerships. So why convert from a from a company which does not pay that extra tax to one which does? Dana Sack ds@sackrosendin.com www.sackrosendin.com 510-286-2200  ... Read More

Probably, but not for sure. You need to check the Bylaws for rules regarding removal of directors. When voting for directors, shareholders are entitled to cumulate votes. If there are 3 vacancies to be filled at an election, each shareholder has 3 votes and can vote 1 vote each for 3 candidates, 3 votes for 1 candidate, or 2 votes for 1 candidate and 1 vote for another. This voting technique is intended to allow a minority of shareholders to vote together and get a director onto the board. The Corporations Code protects such minority-elected directors against removal by a formula which requires more votes to remove such a director. If you would like to hire us to help you with us, we could find that formula for you and check for strict compliance with the Bylaws and the Corporations Code. Dana Sack 510-286-2200 ds@sackrosendin.com www.sackrosendin.com  ... Read More

A court is supposed to enforce such a Bylaw provison, as long as it is fair and reasonable and was determined and put in the Bylaws in a manner which was fair and reasonable. If your brother opposed this Bylaw provision, it might not be enforced. His opposition, if proven, would be strong evidence that the provision was not fair and reasonable. The surviving spouse does not get to extort any price she can get away with. The court will determine a fair price. That can get expensive, with expert witnesses on both sides fighting it out. She and her child are still familiy. You might consider keeping them in the company. Otherwise, at least offer them a fair and reasonable price. If they don't ask for too much more, giving in might be cheaper than going to court. I have litigated such cases and settled them. If you would like me to assist you, please email me at ds@sackrosendin.com or call me in Oakland, CA at 510-286-2200.  ... Read More

If the divorce is still pending, then your attorney can simply subpoena the records and someone at AAMCO to explain them and authenticate them. Same for any salary he claims he paid you.  Have your attorney subpoena those records and find out whether he owes you anything and whether you owe state and federal taxes on money for which he or his company took a deduction but which they never paid to you. I would be happy to substitute into your case and issue the necessary subpoenas, but there is no reason your current attorney can't do the same. Dana Sack 510-286-2200 ds@sackrosendin.com www.sackrosendin.com  ... Read More

All boards, for profit and non-profit, have board members who work for, operate or even own other businesses. This is not a problem, unless the companies compete directly or do business with each other. There are ways to deal with such transactions. For example, an contract with a board member is presumed to be unfair to the company unless a majority of the board not including the conflicted member  approve the transaction. On the other hand, it is only presumed to be unfair, and that presumption can be disproved if the contract is in fact fair to the company. How do you prove that? Depends on the facts. The problems of conflicts is really the donor's problem, since he can be required to return any compensation his company receives back to the non-profit. It's in his best interests to guard against that. Donations are not a conflict. Contracts between the donor's other company or a company owned or run by any director, officer or employee and the non-profit could pose conflicts. Call me if any of those come up. Dana Sack 510-286-2200 ds@sackrosendin.com www.sackrosendin.com  ... Read More

Call your divorce lawyer. He or she can prepare and file an application to the court to order a hearing to determine whether or not your ex-spouse is in contempt of court. If the court finds her in contempt, typically the court first offers her an opportunity to correct the contempt. If she fails to do so, that is a second contempt and the penalty is $1000.00, 30 days in jail, or both, and reimbursement of your attorneys fees.  All you get is your attorneys fees and any money the court orders her to return to you. If you wanted me to undertake this, I would need the judgment and copies of the checks your customers sent to her instead of you. If they refuse, I could subpoena them, but that might be great for your business relations with them. I expect this would cost about $4000.00, maybe a little less. We charge $275.00 per hour and are paid monthly for our work. Dana Sack 510-286-2200 www.sackrosendin.com  ... Read More

If her legal name, whether obtained from her parents or approved by a court, is XXX, then you must respect her choice. However, you don't have to let her run for office under a fictitious name or a pseudonym.  You might ask her for proof that it really is her name. Check her drivers license, for example. Only owners of units may run. If her unit is owned in the name of anyone except Susie XXX, then she cannot be elected and cannot run. You should be able to call a title company and check the tax collector's records online to determine who actually owns the unit. Maybe you don't care, because is anyone going to vote for someone who calls herself XXX? Think about the other members of your association?  Are any of them going to vote for her? Sometimes it is better to just let people looking for attention to do what they want. If she is an owner and understands the issues facig the board, who cares what her name is? Dana Sack 510-286-2200 ds@sackrosendin.com www,sackrosendin.com    ... Read More

I am unaware of any law that prevents renters from being elected to an HOA Board, but all the CC&Rs I have ever written or reviewed have always required that all Board members be current owners. An owner who sells before the end of her or his term ceases to be a Board member at the close of escrow, even if she or he continues to live in the unit. Check the CC&RS. I expect you will find that they require ownership. Dana Sack 510-286-2200 ds@sackrosendin.com www.sackrosendin.com  ... Read More

Anything that was discussed in Executive Session by the Directors alone is confidential and must be kept secret, unless someone was  specifically instructed to tell someone outside the meeting about it.  As a Director, you are a fiduciary for the corporation and your fellow Directors. Unless the Directors are conspiring to do something illegal or contrary to the best interests of the Corporation or all of itsmember, you are prohibited from revealing such secrets. Anything that was discussed in an open meeting of the Directors with other homeowners present, you can discuss with anyone, including the owners who are renting. Dana Sack 510-286-2200... Read More

Somewhere there is a law saying you can't, but there are no enforced sanctions or penalties, especially if you have filed for qualification and you're waiting for the SOS to get around to responding.  The principal sanction is that you can't sue to enforce a contract until you are qualified. What kind of business and what kind of work? For example, the rule for construction contractors getting their California construction license is a little different.  Same with some other trades and professions.... Read More

No, you cannot convert a not-for-profit into a for-profit corporation. The articles of incorporation are totally different. Your LLC could be converted into a corporation without much difficulty. If you have "colleagues" in your LLC (presumably "Members") you should authorized the conversion in corporate minutes in conformity with your Operating Agreement. LegalZoom and other online sites permit non-attorneys to form companies, but 90 percent of them are formed incorrectly since they do not properly issue their equity (membership interests in LLCs, shares in Corporations), never have a proper First Meeting or adopt Bylaws (Corp.) or an Operation agreement (LLC) and never consider matters such as a buy-sell agreement in case one party want to sell his shares, dies, becomes disabled, etc. Having an outside attorney you can call before a problem arises is always a good idea.... Read More

You may communicate with plaintiff's counsel but you may not file a pleading with the court. Be wary, unless you have an extension of time to answer the complaint, after 30 days you may be surprised to find that a default has been taken against the corporation. That extension of time to answer should be in writing.... Read More

The best answer would be found in the Bylaws of the Corporation. As a director, you have the highest level of access to information and participation since the management of any corporation, for profit and not for profit is vested in the Board of Directors. As to public versus public comment, I know of no state statute on the policy.... Read More

Fair use is not applicable here.  The educational exception to copyrighted work does not allow the illegal downloading of software.  For instance, if a school or university were to do the same thing, they would be subject to civil suit for violation of numerous copyrights and intellectual property laws because they did not purchase the software.  If they were to purchase the software and allowed their students to analyze the software or similar activity that may constitute the educational exception to copyright infringement.   This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More