Question: My LLC was formed in a state outside California. The foreign LLC has an employee who lives in California, but it is not registered with the California Secretary of State to do business in California. Is the foreign LLC subject to California’s Revised Uniform Limited Liability Company Act (the “New LL Act”) effective January 1, 2014?
Answer: Probably, but not because of any provision in the New LLC Law. California RULLCA Section 17713.04(a) provides the California’s Revised Uniform Limited Liability Company Act applies to all CA LLCs that exist after December 31, 2013, and all foreign LLCs that were registered with the California Secretary of State: (i) before January 1, 2014, and (ii) after December 31, 2013.
It’s odd that Section 17713.04(a) does not state that the New LLC Law applies to foreign LLCs that do business in California and that did not register to do business with the California Secretary of State.
The New LLC Law does expressly state that the law of the state in which an LLC is formed governs:
- The foreign LLC’s organization, internal affairs and members’ and managers’ authority.
- Members’ liability as a member of the foreign LLC for the LLC’s liabilities, obligations and debts.
Managers’ liability as a manager of the foreign LLC for the LLC’s liabilities, obligations and debts.