In re the Petition of Brooks Street Partners, LLC

The court will not post a tentative ruling on the merits of the petition, but rather will hear from all parties at the hearing on the petition. The court’s decision not to post a tentative does not necessarily mean the court will not proceed with a hearing on the merits of the petition. Indeed, the court reserves the ability to proceed with the petition and rule on its merits at the hearing. Whether to do so will be decided at the hearing.

14. In re the Before the court is the verified petition of petitioner Brooks Petition of Street Partners, LLC (Petitioner) for an order reinstating Brooks Street Petitioner to active status nunc pro tunc. As more fully set Partners, LLC forth below, the petition is GRANTED UPON CONDITION pursuant to Government Code section 12261.

Under section 12261, Petitioner has presented evidence establishing the factual representations set forth in the termination document that was submitted to the California Secretary of State on or about December 19, 2025, are materially false. Specifically, an employee of Petitioner’s counsel prepared the termination document as a draft only and did not have authorization to file or otherwise submit them to the Secretary of State. Nonetheless, the termination document was inadvertently submitted. The termination document includes materially false factual representations because none of Petitioner’s members or partners voted to terminate Petitioner, and Petitioner did not intend for the draft termination document to be filed with the Secretary of State. As such, Petitioner has made a showing sufficient to obtain relief under section 12261.

Petitioner’s reinstatement, however, must be “conditioned upon [Petitioner] concurrently submitting for filing an amendment to change its name to eliminate the conflict along with the certified copy of the order required by Section 12263.” (Gov. Code., § 12261, subd. (b)(2).) As Petitioner explains, on December 24, 2025, Petitioner filed new articles of organization with the Secretary of State creating a new entity with the same name as Petitioner. Pursuant to Corporations Code section 17701.08, subdivision (b), two limited liability companies cannot have the same name and therefore one of the names must be changed.

Further, the court notes no authority has been presented to authorize Petitioner’s reinstatement “nunc pro tunc.” To the contrary, Government Code section 12261, subdivision (b)(3), states, “That the business entity shall be reinstated effective from the date of the filing of the court order with the Secretary of State.”

Based on the foregoing, the petition is GRANTED ON THE CONDITION that, at the time Petitioner submits a certified copy of this court’s order granting the petition, Petitioner concurrently submit an amendment to change its name or the name of the new entity to eliminate the conflict under Corporations Code section 17701.08, subdivision (b).