Legal Question in Civil Litigation in California

Not necessarily, as the owner might not have had actual knowledge that the LLC was no longer registered. That does not mean that the contract might not still be voidable, as contracts can be invalid even if no fraud is involved.

You don't have enough information on this issue. Are you saying that you loaned money to an LLC on 2/28/11. However, the LLC had been cancelled two years earlier?

If so, there are several different issues. First, although you state that the LLC is "California based", is it possibly registered in a different state but merely does business or is headquartered in California? You need to find out that information.

Was the LLC "cancelled" or merely suspended? If cancelled that typically takes an affirmative act by the member(s) to cancel with the Secretary of State. The promissory note could possibly be entered on a fraudulent basis.

If it truly was cancelled there might be no limitation on liability and the person to whom you lent the money might be personally liable to pay on the promissory note. Additionally, all other members and possibly managers might also have personal liability to pay back the note.

Caleb

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