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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 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.(b) A limited liability company may base a determination that a distribution is not prohibited under subdivision (a) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances.
(c) Except as otherwise provided in subdivision (f), the effect of a distribution under subdivision (a) is measured as follows:
(1) In the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the limited liability company, as of the date money or other
property is transferred or debt incurred by the limited liability company.(2) In all other cases, as of the date the distribution is authorized, if the payment occurs within 120 days after that date, or the payment is made, if the payment occurs more than 120 days after the distribution is authorized.
(d) A limited liability company’s indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the limited liability company’s indebtedness to its general, unsecured creditors.
(e) A limited liability company’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subdivision (a) if the terms of the indebtedness
provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section.(f) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
(g) In subdivision (f) of Section 17701.02, “distribution” does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.
A person that receives a distribution knowing that the distribution to that person was made in violation of section 17704.05 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 17704.05.
NEWSTART REAL ESTATE INVESTMENT LLC VS 325 FLAMINGO LLC ET A
BC716789
Jan 10, 2020
Los Angeles County, CA
Code § 17701.02(f) states: Distribution, except as otherwise provided in subdivision (g) of Section 17704.05, means a transfer of money or other property from a limited liability company to another person on account of a transferable interest. Finally, Defendant argues that the total amount of the charging order must be limited to the amount of the judgment, without interest, fees, and costs.
MCKISSOCK VS KASHFIAN
YC070587
Dec 02, 2021
Los Angeles County, CA
Plaintiffs further argue that when they alleged that each relevant defendant “received such distributions knowing that the distributions to such Defendant was made in violation of Corporations Code section 17704.05.” (FAC ¶ 156(B)).
HAMID HARIRI, ET AL. VS CASHBLOOM LLC, ET AL.
20STCV42954
Jun 04, 2021
Los Angeles County, CA
Personal Injury/ Tort
Fraud
under Section 17704.05 or 17704.06
2018-00511669
Oct 12, 2021
Ventura County, CA
Corporations Code section 17704.06 provides the LLC itselfnot a creditor of the LLCthe right to enforce section 17704.05 by bringing a cause of action against members for an improper distribution. · Plaintiffs cause of action for an account stated must be dismissed as to every defendant except for Michaels Bakery because all of the underlying causes of action to which it is tethered are inadequately plead.
HUNTINGTON CAPITAL, L.P., A CALIFORNIA LIMITED PARTNERSHIP, ET AL. VS MICHAEL'S BAKERY PRODUCTS, LLC, ET AL.
22STCV38413
Aug 03, 2023
Los Angeles County, CA
Superior Court of California County of Kern Bakersfield Department 17 Hearing Date: 06/30/2020 Time: 8:30 AM - 12:00 PM WONDERFUL CITRUS HOLDINGS LLC VS POSEY ET AL …
Superior Court of California County of Kern Bakersfield Department 17 Hearing Date: 06/30/2020 Time: 8:30 AM - 12:00 PM WONDERFUL CITRUS HOLDINGS LLC VS POSEY ET AL …
Elecfnically Filed Superior Court of CA County of Contra Costa 11/2/2023 5:52 PM By: M. Macapinlac, Deputy Misty Leone 1005 Reliance Ct. Pittsburg, CA 94565 Telephone: 925.209.6807 mistyleone@ ymail.com Defendant In Pro Per SUPERIOR COURT OF CALIFORNIA 10 CONTRA COSTA COUNTY 11 12 13 Nicole Trippie, Executor of the Estate of Case No.: C23-01955 14 …
Aug 08, 2023
Active
Electronically FILED by Superior Court of California, County of Los Angeles on 10/14/2021 02:17 PM Sherri R. Carter, Executive Officer/Clerk of Court, by M. Gonzalez,Deputy Clerk 1 BROWNE GEORGE ROSS O’BRIEN ANNAGUEY & ELLIS LLP 2 Eric M. George (State Bar No. 166403) egeorge@bgrfirm.com 3 Tyler J. King (State Bar No. 262547) tking@bgrfirm.com …
Mar 18, 2019
Court-Ordered Dismissal - Other (Other) 09/20/2023
Los Angeles County, CA
Oct 14, 2021
Breach of Rental/Lease Contract (not unlawful detainer or wrongful eviction) (General Jurisdiction)
1 Daniel L. Evans (SBN # 293402) Jaclyn Z. Warwick (SBN #346695) 2 RUDDELL, STANTON, BIXLER, MAURITSON & EVANS, LLP 3 1102 North Chinowth Street Visalia, California 93291 4 Telephone: (559) 733-5770 Facsimile: (559) 733-4922 5 Email: devans@visalialaw.com 6 Attorneys for Plaintiffs, ANTHONY BOHN and ROBERT BOHN, 7 8 SUPERIOR COURT OF CALIFORNIA 9 COUNTY OF KERN: METROPOLITAN DIVISION JUSTICE BUILDIN…
Feb 01, 2023
Pending
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