SUPPLEMENT UPDATE: California Limited Liability Company: Forms and Practice Manual (Special Chapter on Nevada) (1.31)

Gerald V. Niesar, Esq., is a partner in the Business Group of the San Francisco firm Niesar & Vestal LLP, where his practice centers on general representation of emerging public and private companies in the industries of high technology, service, manufacturing, distribution, and retail. Mr. Niesar received his B.S. from the University of Pennsylvania, Wharton School of Finance and Commerce and his LL.B. (cum laude), from the University of Pennsylvania Law School.

Benjamin Berk, Esq., is a transactional partner in the Tax Group of Arnold & Porter Kay Scholer LLP.  Mr. Berk regularly advises clients on partnership, corporate and international tax matters, focusing on private equity, real estate, and hedge funds.

Carolina Aricu is an associate attorney in the Business Group of the San Francisco firm of Niesar & Vestal LLP. She has extensive experience in general business matters and in the drafting and negotiation of complex commercial contracts and business agreements, including LLC operating agreements, shareholders’ agreements, offering documentation, license and distribution agreements, non-disclosure agreements, and service agreements.

Important features of this year's supplement include:

• A new Section regarding non-compete agreements. With a Federal Rule proposed but on hold, and recent amendments to the California law on non-compete agreements, we are adding a brief summary of the law applicable to this area of business law.
• Extensive materials have been revised to help attorneys advise their clients regarding compliance with the Corporate Transparency Act (“CTA”) reporting obligations, effective January 1, 2024. Highlights are:

• • Rewrite and update of Section 1.19 discussing CTA and its ramifications, requirements, etc.;
  • Update of Appendix I with a form letter with instructions to company clients, a CTA client alert, a CTA client alert, including client instructions, a Guide for Company CTA Reporting Officer, in addition to the existing CTA provisions to the Operating Agreement.
  • Update of Forms (Appendix D10, 11 and 12) that impose on subscribers or new members of LLCs, the requirement to provide personal information to the CTA Reporting Officer, where applicable.

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