[CCWG-ACCT] Concept of some form of "independent" member

[Greg Shatan]

A California unincorporated association does not have all the
characteristics of a "body corporate" -- it really only has the two you
mention: limited liability and legal personality, pursuant to the
California Corporations Code (which also sets out the law on partnerships,
so it's not just about corporations).

There are a number of ways in which a California UA differs from a
corporation: it doesn't need to reserve a name or file incorporation papers
or go through any process with the state to come into existence (it can
simply "register," but that is not a requirement), it doesn't need formal
articles of incorporation or bylaws, it has more limited recordkeeping and
reporting requirements, etc.

Greg

On Mon, Jul 20, 2015 at 12:17 PM, Nigel Roberts <nigel at channelisles.net>
wrote:

> Clearly so.
>
> But I'm failing to see what the distinction is between a corporation, and
> an unincorporated body having all the characteristics of a body corporate
> (i.e. limited liability and separate legal personality).
>
> But this is perhaps a debate for off-list.
>
> On 07/20/2015 04:54 PM, Burr, Becky wrote:
>
>> Nigel, US law on unincorporated bodies is very different from UK law.
>>
>>
>> J. Beckwith Burr
>> Neustar, Inc. / Deputy General Counsel and Chief Privacy Officer
>> 1775 Pennsylvania Avenue NW, Washington, DC 20006
>> Office: + 1.202.533.2932  Mobile:  +1.202.352.6367  /
>> becky.burr at neustar.biz / www.neustar.biz
>>
>>
>>
>>
>>
>>
>> On 7/17/15, 3:11 PM, "Nigel Roberts" <nigel at channelisles.net> wrote:
>>
>>  OK.. this is interesting.
>>>
>>> It has the limited liability you previously talked about, agreed. I've
>>> read the section.
>>>
>>> But if it has legal personality, it is then a body corporate, and is no
>>> longer "unincorporated", surely?
>>>
>>> I'd like you, please, to point me to the section in the statute that
>>> states these kind of associations have legal personality, and construe
>>> it for me, please, since I'm obvious being dim. (It's quite possible we
>>> have different understandings of the term "legal personality" here.)
>>>
>>>
>>>
>>> On 17/07/15 14:06, Greg Shatan wrote:
>>>
>>>> Nigel,
>>>>
>>>> Disagree in part.  A California UA does have legal personality and does
>>>> have limited liability.
>>>>
>>>> Greg
>>>>
>>>> On Fri, Jul 17, 2015 at 8:58 AM, Nigel Roberts <nigel at channelisles.net
>>>> <mailto:nigel at channelisles.net>> wrote:
>>>>
>>>>      Well, I've looked at the sections of California Law that we have
>>>>      been referred to.
>>>>
>>>>      I see nothin in the California law that contradicts what I wrote
>>>>      below, with the single exception that, as previously noted,
>>>>      California statute adds the gloss of a limited version of limited
>>>>      liability to the common-law concept of unincorporated associations.
>>>>
>>>>      Do you not agree that the reality is that a California UA does NOT
>>>>      have legal personality but DOES have a form of limited liability
>>>>      granted by statute?
>>>>
>>>>
>>>>
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