Cal. Codes » Corporations Code / TITLE 2.6. CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT / ARTICLE 13. Miscellaneous Provisions
California Codes

Cal. Corporations Code § 17713.04 (2026)

Miscellaneous Provisions — California Revised Uniform Limited Liability Company Act

✓ leginfo export of Sept. 26, 2026 (applied Oct. 1, 2026)
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(a)Except as otherwise provided in subdivisions (b) and (c), this title shall apply to all domestic limited liability companies existing on or after January 1, 2014, to all foreign limited liability companies registered with the Secretary of State prior to January 1, 2014, whose registrations have not been canceled as of January 1, 2014, to all foreign limited liability companies registered with the Secretary of State on or after January 1, 2014, and to all actions taken by the managers or members of a limited liability company on or after that date.

(b)Except as otherwise specified in this title, this title applies only to the acts or transactions by a limited liability company or by the members or managers of the limited liability company occurring, or an operating agreement or other contracts entered into by the limited liability company or by the members or managers of the limited liability company, on or after January 1, 2014. The prior law governs all acts or transactions by a limited liability company or by the members or managers of the limited liability company occurring, and any operating agreement or other contracts entered into by the limited liability company or by the members or managers of the limited liability company, prior to January 1, 2014.

(c)Any vote or consent by the managers or members of a limited liability company prior to January 1, 2014, shall be governed by prior law. If a certificate or document is required to be filed in a public office of this state relating to a vote or consent by the managers or members of the limited liability company prior to January 1, 2014, it may be filed after that date pursuant to the filing requirements of this title, even though the vote or consent is governed by prior law.

(d)This title does not cancel or otherwise affect the status of, or create a new filing requirement with the Secretary of State or any other agency, board, commission, or department for, any domestic limited liability company in existence on December 31, 2013, or any foreign limited liability company registered to transact intrastate business in this state prior to January 1, 2014.

(e)For the purposes of this section, “prior law” means Title 2.5 (commencing with Section 17000) as it read on December 31, 2013.

Notes of Decisions
Cited in 3 cases, 2014–2016 · leading case: Am. Master Lease LLC v. Idanta Partners, Ltd., 225 Cal. App. 4th 1451 (Cal. Ct. App. 2014).
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Am. Master Lease LLC v. Idanta Partners, Ltd., 225 Cal. App. 4th 1451 (Cal. Ct. App. 2014). “” (Corp. Code, § 17713.04, subd. (b).) The new statute provides that members of a limited liability company owe fiduciary duties of loyalty and care to the limited liability company, including the duties to “refrain from dealing with a limited liability company in the conduct or…”
O'Brien v. AMBS Diagnostics, No. B260301 (Cal. Ct. App. Jan. 7, 2016). “Because the Legislature specifically declined to make these amendments retroactive to conduct occurring before January 1, 2014 (Corp. Code, § 17713.04, subd. (b)), this opinion deals with the pre-2014 statutes in effect at the time of the conduct at issue.”
Am. Master Lease v. Idanta Partners, No. B244689M (Cal. Ct. App. May 27, 2014). “” (Corp. Code, § 17713.04, subd. (b).) The new statute provides that members of a limited liability company owe fiduciary duties of loyalty and care to the limited liability company, including the duties to “refrain from dealing with a limited liability company in the conduct or…”
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