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Alex Esquire
Alex Esquire, Attorney
Category: Business Law
Satisfied Customers: 16397
Experience:  Experienced Licensed Attorney
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If the LLC was canceled in 2008 can another corporation transfere

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If the LLC was canceled in 2008 can another corporation transfere real property to it in 2010. and then the cancelled LLC sale the property to a nother LLC?
Hello. My name is XXXXX XXXXX I will be happy to answer your question.

Was the LLC canceled by the state?

Can you provide me with more details please?
Customer: replied 3 years ago.

what do you want me to do or say

Dear XXXXX,

How and why was the LLC cancelled?
Customer: replied 3 years ago.


it was canceled by the members of the LLC because it was going to have a non-profit corporation be a member and the non-profit was going to transfer title to one of its properties to the for-profit LLC for no consideration, and none profit benefit corporation law does not alow the non-profit to do this. So it was cancelled.

Dear XXXXX,

If this LLC is cancelled, the LLC no longer legally exist and cannot conduct any business or own any assets in the LLC capacity, so such transfer of property would be legally invalid.

I wish you the best of luck and please let me know if you have any related follow up questions?
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Customer: replied 3 years ago.

can you cite any case law or other law that support your answer.

Dear XXXXX,

After filing a certificate of cancellation or certificate of dissolution, the LLC will lose all rights and privileges granted to businesses operating in California.
Once the Certificate of Cancellation for an LLC is issued, the LLC would no longer legally exist as a legal entity and thus any transfer of assets to the non-existing LLC would be invalid in the first place, thus the canceled LLC would not be able to subsequently conduct any transfers of assets.

Here is the link to the Certificate of Cancellation request for from California Secretary of state which clearly states the following:

"Upon the filing of the Certificate of Cancellation (Form LLC-4/7) or Short Form Certificate of Cancellation (Form LLC-4/8) by the Secretary of State, the Articles of Organization or Application for Registration of the LLC will be canceled and the powers, rights and privileges of the LLC will cease in California"

Here is the link to the form:

http://www.sos.ca.gov/business/llc/forms/llc-3_4-7_4-8.pdf


I wish you the best of luck!
Alex Esquire and other Business Law Specialists are ready to help you