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Cal. Corporations Code § 17708.01 (2026)

✓ current as of May 2026
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(a)The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following:

(1)The organization of the limited liability company, its internal affairs, and the authority of its members and managers.

(2)The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the limited liability company.

(b)A foreign limited liability company shall not be denied a certificate of registration by reason of any difference between the law of the jurisdiction under which the limited liability company is formed and the law of this state.

(c)A certificate of registration does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company shall not engage in or exercise in this state.

Notes of Decisions
Cited in 9 cases (8 in the last 5 years), 2015–2025 · leading case: Plyam v. Precision Dev., LLC (In Re Plyam), 530 B.R. 456 (9th Cir. BAP 2015).
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Plyam v. Precision Dev., LLC (In Re Plyam), 530 B.R. 456 (9th Cir. BAP 2015). “The new version, California Corporations Code § 17708.01, provides for the same.”
Greenlight Sys., LLC v. Breckenfelder (N.D. Cal. 2021). · cites it 2× “26 However, Greenlight is an Ohio limited liability company and Ohio law should apply because of 27 California Corporations Code section 17708.”
Gill v. Marsh USA, Inc. (N.D. Cal. 2024). · cites it 2× “4th 434, 442 (2003); Cal. Corp. Code § 17708.01 (a)(1) (“The law of 21 the state .”
Pro 49 Dev., LLC v. Ness Express 1, LLC (E.D. Cal. 2024). · cites it 2× “” Cal. Corp. Code § 17708.01 . This statutory language 14 “encompasses the determination of an LLC’s alter ego liability.”
JPV I L.People v. Koetting (Cal. Ct. App. 2023). “Opposing Parties’ Arguments and Evidence In opposition to the motion, the Koettings argued that Delaware law governed the alter ego inquiry because (1) the agreements expressly provided that they “will be interpreted and the rights and liabilities of the parties hereto…”
Skye Orthobiologics, LLC v. CTM Biomedical, LLC (C.D. Cal. 2024). “Cal. Corp. Code § 17708.01 ; see also Davis & Cox v.”
Pizana v. Sanmedica Int'l LLC (E.D. Cal. 2022). “7 Here, three of the proposed defendants are alleged to be Delaware limited liability 8 companies—Basic Research Holdings, LLC; Basic Research Intermediate, LLC; and BR Cos, 9 LLC (collectively, “Delaware defendants”)—whereas defendant SanMedica and the remaining 10 proposed…”
Leaser v. Prime Ascot, L.P. (E.D. Cal. 2025). “Under California Corporations Code § 17708.01, “[t]he 6 law of the state or other jurisdiction under which a foreign company is formed 7 governs.”
United Prods. & Tech. Ltd. v. Above Edge, LLC (9th Cir. 2025). “” Cal. Corp. Code § 17708.01 (a)(2). Because Above Edge is a New York limited liability company, § 17708.”
— Cal. Corporations Code § 17708.01(a) — 1 case
Gill v. Marsh USA, Inc. (N.D. Cal. 2024). “4th 434, 442 (2003); Cal. Corp. Code § 17708.01 (a)(1) (“The law of 21 the state .”
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