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The Perils Of A False LLC Filing With The SOS

California requires that the articles of organization of a limited liability company include the name and street address of the initial agent for service of process.  Cal. Corp. Code § 17702.01(b)(4).  In a recent ruling, Chief District Court Judge Larry Alan Burns addressed a situation in which a Mr. Le decided that it would be a good idea to appoint himself as agent but provide someone else's address: 

"Le's actions can be viewed in at least two different ways. He might be seen as giving a bogus address to avoid being found by process servers. This is dishonest and he cannot be heard to complain if he is hoisted by his own petard. Second, he might also be seen as having appointed the property's owner or custodian as his agent. Under this approach, Le was served whenever someone at the construction business received letters addressed to Le or Dearborn. The fact that he never bothered to check for mail, or the construction business's owner never told him about or gave him the mail does not mean he was not served.  And no one other than Le is responsible for his failure to collect mail from the site."

Left Coast Wrestling, LLC v. Dearborn Int'l LLC, 2019 U.S. Dist. LEXIS 35255.

The court did not mention Corporations Code Section 17702.07(c) that provides that an individual who signs a record authorized or required to be filed under the California Revised Uniform Limited Liability Company Act "affirms under penalty of perjury that the information stated in the record is accurate".  Interestingly, the Secretary of State's form of articles of organization fails to warn LLC organizers that they are signing under penalty of perjury.

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...