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Under this definition, a membership interest in an LLC is a security for California law purposes unless all of the members are actively engaged in management. Thus, interests in a manager-managed LLC where not all members are managers are securities under California law.
A membership interest represents an investor's (called a "member") ownership stake in an LLC. A person who holds a membership interest has a profit and voting interest in the LLC (although these may be amended by contract). Ownership in an LLC can be expressed by percentage ownership interest or membership units.
As a result, lenders desiring to secure their loans with an equity pledge (typically either in the borrower itself or its subsidiaries) are increasingly taking pledges of LLC membership interests as part of their collateral.
If the membership interests are securities, then you perfect by taking possession or control of the securities or both. If the membership interests are certificated, then you perfect by taking possession of the certificates and by taking control by having the security interest noted in the company's records.
Limited liability companies (LLCs) do not have stock, nor can they issue it. Despite this fact, LLCs may have advantages over corporations, depending on your particular business needs and goals.
Under Article 9, a security interest is created by a security agreement, under which the debtor grants a security interest in the debtor's property as collateral for a loan or other obligation.
But because interests in these kinds of entities are not listed within the definition of a security under the Securities Act, a partnership or LLC interest will only be considered a security if it constitutes an investment contract.
Under Division 8 of the California Commercial Code, an interest in an LLC is NOT a security unless: it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this division, or. it is an investment company security.
In California, shares of an LLC in which any member is not continuously actively involved in the management of the LLC would qualify as securities.
However, generally speaking, the primary ways for a secured party to perfect a security interest are:by filing a financing statement with the appropriate public office.by possessing the collateral.by "controlling" the collateral; or.it's done automatically upon attachment of the security interest.