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Court Services Division Manual / Volume 6 - Civil Management Bureau (CMB) / Manual of Civil Procedure / 6-07/000.00 Summons and Complaint

6-07/520.00 Limited Liability Company


6-07/510.30 Joint Stock Company or Association
6-07/530.10 Properly Named Defendant

In 1995, the Legislature created a new legal entity, the limited liability company (LLC).  A limited liability company may sue or be sued in its own name.  The business must be designated in the caption as a partnership, limited liability company, or unincorporated association.  No award may be made against the firm unless it is named in the caption and designated in the body of the complaint as a party. (Hildebrand v. Stonecrest Corp., 174 CA 2d 158)  If a judgment is against both the individual members and the business, the members and the business must be separately named as defendants.  Thus, where the caption named defendants Meads, Doe, Cox, and Ray individually and as copartners under the name of Petaluma Transportation Company, it was held to be only against the members and not against the firm, i.e., the descriptive language as copartners did not make the partnership a defendant.  (Maclay Co. v. Meads, 14 CA 363)

Service on a limited liability company is effected by serving the person designated as its agent for service of process.  If its designated agent is a corporation, service must be made on the person listed as the corporation’s agent for service of process on its information return filed with the Secretary of State.  (CORP 17701.13 (c)  The designated agent may be served either by personal service (CCP 415.10), substitute service (CCP 415.20 (a)), or service by mail with acknowledgment of receipt (CCP 415.30 (a)).  A limited liability company, like a corporation, is required to annually designate an agent for service of process with the Secretary of State.  (CORP 17702.09 (c))  If an affidavit shows that the designated agent has resigned or cannot be located or that service cannot otherwise be effected, the court may order service on a limited liability company by delivery to the Secretary of State, together with a copy of the order authorizing such service.(CORP 1702 (a))

Before a summons against a limited liability company is assigned out for service, the “Notice to the Person Served” at the bottom of the summons shall be completed by (1) inserting the name of the defendant limited liability company after the words “on behalf of,” (2) checking the box “other” and inserting “CORP 17701.01 (limited liability company)” and, (3) when applicable, checking the box “as an individual defendant.”  This shall be done on the copy of the summons that is left with the defendant.  If the summons is served using the substitute method, both copies of the summons shall be completed in this manner.

 

When completing the Proof of Service, be sure to include all information regarding the person served and the manner of such service.   EXAMPLE:  “Serve Ace Distributing Company, LLC.”  The agent for service is listed as Tom Jones and instructions for service request service on Tom Jones, Authorized Agent for Service.  Contact is made with Tom Jones.  The Proof of Service should state the party served: Ace Distributing Company, LLC.   Tom Jones, Agent for Service of Ace Distributing Company, LLC.  The address of the service must appear on the Proof of Service.  You must indicate the manner of service as personal (CCP 415.10).

If the service is made by substitution (CCP 415.20), you must include the name and title or relationship.  The party must be informed of the general nature of the process.  The name of the responsible party per CCP 416.10 must still be indicated.  A copy of the Summons and Complaint must be mailed to the Party served.  Service by substitution must show attempts (diligence).  Dates and times of all previous attempts of service declaration of diligence must documented on the Proof of Service.  The declaration of diligence will be on an attached page.