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California Law (Last Updated: March 4, 2014) |
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Corporations Code - CORP |
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Title 2.5. LIMITED LIABILITY COMPANIES |
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Chapter 2. Formation |
Section 17051.
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(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 street address of the initial agent for service of process on the limited liability company who meets the qualifications specified in paragraph (1) of subdivision (d) of Section 17061, unless a corporate agent is designated, in which case only the name of the agent shall be set forth.
(5) The initial street address of the limited liability company.
(6) The initial mailing address of the limited liability company, if different from the initial street address.
(7) 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.