Legal Question in Business Law in California

If additional shareholders are added to an LLC, then does the statement of information need to be updated?


Asked on 12/03/13, 5:59 pm

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

As a threshold matter, we need to look at the concept of an LLC having "shareholders." A shareholder is normally the same as a stockholder, and corporations are normally the only form of business entity that has stockholders. In the distant past, I researched whether an LLC can also issue stock and thus have stockholders or shareholders, and somewhat to my surprise, I discovered that LLCs can indeed issue and sell stock. See, e.g., Corporations Code section 17003(n). However, I think it is very rare. LLCs normally have managers, members, and "holders of transferable interests." As to your specific question, changes in ownership of memberships, etc. do not trigger a need to file a new statement of information, although this is permissible (see Corporations Code section 17060). A new statement of information is required biennially, or whenever there is a change in the agent for service of process or whenever the LLC's physical. mailing or electronic address changes.

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Answered on 12/03/13, 6:41 pm


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