Petition for order reinstating to active status
The court will not post a a tentative ruling ruling on the merits merits of the petition, petition, but rather will hear from from all parties at the hearing on the hearing petition. The court’s the petition. court’s decision decision not to post a tentative tentative does not necessarily mean the court will will not proceed with proceed with a hearing hearing on the merits of thethe petition. petition. Indeed, the court reserves Indeed, reserves the the ability to proceed proceed with with the petition and petition and rule on on its merits at the hearing. Whether to the hearing. to will be decided do so will decided at the hearing. the hearing.
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14. In re the In re the Before the Before the court is the verified petition the verified petition of petitioner Brooks Petition of Petition of Partners, LLC (Petitioner) for an order reinstating Street Partners, reinstating Brooks Street Brooks Street Petitioner to active status nunc pro tunc. tunc. As more fully set Partners, LLC Partners, below, the forth below, petition is GRANTED UPON the petition UPON CONDITION CONDITION pursuant to section 12261. to Government Code section 12261.
section 12261, Under section 12261, Petitioner has presented presented evidence establishing the establishing the factual factual representations representations set set forth forth in in the the termination document that termination document that was was submitted submitted to to the the California California Secretary of State on on or about December 19, 19, 2025, 2025, are false. Specifically, materially false. materially Specifically, an employee employee of Petitioner’s Petitioner’s counsel prepared counsel prepared the termination document the termination document as as aa draft draft only only and did not have authorization to file or otherwise submit and did not have authorization to file or otherwise submit them them to the Secretary of State.
State. Nonetheless, Nonetheless, the termination document was termination document was inadvertently inadvertently submitted. submitted. The The termination document includes termination document includes materially materially false false factual factual representations representations because none of Petitioner’s Petitioner’s members or voted to terminate Petitioner, partners voted Petitioner, and and Petitioner diddid not intend not intend for for the draft termination the draft termination document document to to be be filed filed State.
As such, with the Secretary of State. such, Petitioner has made a a showing sufficient showing sufficient to obtain relief to obtain relief under under section section 12261. 12261.
Petitioner’s Petitioner’s reinstatement, reinstatement, however, however, must be “conditioned “conditioned upon [Petitioner] upon [Petitioner] concurrently concurrently submitting submitting for filing filing an an amendment to amendment to change change itsits name name to to eliminate eliminate the the conflict conflict along with along with the certified copy the certified copy ofof the the order order required required by by Section 12263.” Section 12263.” (Gov. (Gov. Code., Code., §§ 12261, 12261, subd. subd. (b)(2).) (b)(2).)
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AsAs explains, on December 24, Petitioner explains, 24, 2025, Petitioner filed new articles new articles of of organization organization with with the the Secretary Secretary ofof State State creating a creating a new new entity entity with with the same name the same name as as Petitioner. Petitioner. Pursuant to Corporations Code section section 17701.08, 17701.08, subdivision (b), subdivision (b), two limited liability companies cannot have the same name the same name and and therefore therefore one one ofof the the names names must must bebe changed. changed.
Further, the Further, court notes the court notes no no authority authority has has been been presented presented to to authorize Petitioner’s Petitioner’s reinstatement “ “nunc nunc pro tunc.” tunc.” To the contrary, contrary, Government Code section section 12261, 12261, subdivision (b)(3), subdivision states, “That (b)(3), states, “That the the business business entity entity shall shall be be reinstated effective reinstated effective from from the the date date of of the the filing filing of of the the court court with the order with State.” the Secretary of State.”
Based on Based on the foregoing, the petition the foregoing, petition is GRANTED ON THE CONDITION that, at the time Petitioner submits a CONDITION a certified copy of this court’s court’s order granting the petition, Petitioner concurrently submit an concurrently an amendment to change its name or the name of the new entity to eliminate the conflict under section 17701.08, Corporations Code section 17701.08, subdivision subdivision (b). (b).
Petitioner’s Petitioner’s counsel is directed directed to submit a proposed order with the requirements of Government Code consistent with section 12261, subdivision section subdivision (b). (b).
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