DD Hair Lounge, LLC v. State Farm Gen. Ins. Co.

*1241 This case involves the retroactive effect of a 2016 amendment to Corporations Code section 17707.06, 1 part of the California Revised Uniform Limited Liability Company Act (the Revised Act), which substantially revised the law of limited liability companies (LLC's) in California effective January 1, 2014. (Stats. 2012, ch. 419, § 20; § 17701.01 et seq.) The Revised Act provides that upon filing a certificate of cancellation, an LLC's "powers, rights, and privileges shall cease." (Stats. 2012, ch. 419, § 20; § 17707.08, subd. (c).) Effective January 1, 2016, however, section 17707.06 was amended to provide that an LLC could file a certificate of cancellation, yet retain its powers of "prosecuting and defending actions by or against it in order to collect and discharge obligations." (Stats. 2015, ch. 775, § 15; § 17707.06, subd. (a).)

The question we face is whether the 2016 amendment to section 17707.06 applied to a certificate of cancellation filed by plaintiff DD Hair Lounge, LLC (DD Hair), in 2014. As purely a question of statutory construction, we think it does. However, DD Hair concealed the certificate of cancellation and then unsuccessfully challenged its…