Judge: Holly J. Fujie, Case: 25STCP00913, Date: 2025-04-08 Tentative Ruling

Case Number: 25STCP00913    Hearing Date: April 8, 2025    Dept: 56

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES - CENTRAL DISTRICT

MOVING PARTY:  Petitioner Chap and Kat LLC (“Petitioner”)

RESPONDING PARTY: None

            The Court has considered the moving papers. No opposition has been filed.

BACKGROUND

             On March 10, 2025, Petitioner filed a verified petition to reinstate Chap and Kat, LLC to active status. On March 12, 2025, Petitioner filed this motion (the “Motion”) to do the same.

DISCUSSION

            Government Code (“Gov. Code”) section 12261 subdivision (c) provides that, if a business entity is terminated in error, it may obtain reinstatement by filing a petition in the superior court. That same section expressly provides that the Secretary of State should not be made a party to the petition.

The Secretary of State shall reinstate an entity to active status when a court finds: (1) the factual representations by a shareholder, member, partner, or other person that are contained in the termination document are materially false; or (2) the submission of the termination document to the Secretary of State for filing is fraudulent.  (Gov. Code, § 12261, subd. (a).) 

            On December 27, 2023, Petitioner filed a Certificate of Cancellation with the Secretary of State indicating that the entity Chap and Kat, LLC was dissolved “by a vote of ALL of the members of the LLC.” (Mot., Ex. A.) Petitioner submits the declaration of Celia Katzir (“Katzir”), in which Katzir asserts that this representation was false. Katzir admits, in her sworn declaration, that: “The members of the company at the time were my father, Philip Chapirson, and myself. My father did not vote for dissolution. I had no authority to vote for him.” (Katzir Decl., ¶ 4.) Thus, the Court finds that the factual representations contained in the termination document are materially false.

The Court notes, however, that the Certificate of Cancellation was signed by ‘Carol Adams’ as a ‘Manager/Member’ of the LLC. (Mot., Ex. A.) Katzir also states that Philip Chapirson (“Chapirson”) was the other member of the LLC. (Katzir Decl., ¶ 4.) This suggests that Carol Adams and Philip Chapirson may have ownership or other interests in the LLC that could be affected by reinstatement. There is no evidence before the Court indicating that Carol Adams or Philip Chapirson are aware of these proceedings.