A California unincorporated association does not have all the characteristics of a "body corporate" -- it really only has the two you mention: limited liability and legal personality, pursuant to the California Corporations Code (which also sets out the law on partnerships, so it's not just about corporations). 

There are a number of ways in which a California UA differs from a corporation: it doesn't need to reserve a name or file incorporation papers or go through any process with the state to come into existence (it can simply "register," but that is not a requirement), it doesn't need formal articles of incorporation or bylaws, it has more limited recordkeeping and reporting requirements, etc.

Greg

On Mon, Jul 20, 2015 at 12:17 PM, Nigel Roberts <nigel@channelisles.net> wrote:
Clearly so.

But I'm failing to see what the distinction is between a corporation, and an unincorporated body having all the characteristics of a body corporate (i.e. limited liability and separate legal personality).

But this is perhaps a debate for off-list.

On 07/20/2015 04:54 PM, Burr, Becky wrote:
Nigel, US law on unincorporated bodies is very different from UK law.


J. Beckwith Burr
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1775 Pennsylvania Avenue NW, Washington, DC 20006
 Office: + 1.202.533.2932  Mobile:  +1.202.352.6367  /
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On 7/17/15, 3:11 PM, "Nigel Roberts" <nigel@channelisles.net> wrote:

OK.. this is interesting.

It has the limited liability you previously talked about, agreed. I've
read the section.

But if it has legal personality, it is then a body corporate, and is no
longer "unincorporated", surely?

I'd like you, please, to point me to the section in the statute that
states these kind of associations have legal personality, and construe
it for me, please, since I'm obvious being dim. (It's quite possible we
have different understandings of the term "legal personality" here.)



On 17/07/15 14:06, Greg Shatan wrote:
Nigel,

Disagree in part.  A California UA does have legal personality and does
have limited liability.

Greg

 On Fri, Jul 17, 2015 at 8:58 AM, Nigel Roberts <nigel@channelisles.net
 <mailto:nigel@channelisles.net>> wrote:

     Well, I've looked at the sections of California Law that we have
     been referred to.

     I see nothin in the California law that contradicts what I wrote
     below, with the single exception that, as previously noted,
     California statute adds the gloss of a limited version of limited
     liability to the common-law concept of unincorporated associations.

     Do you not agree that the reality is that a California UA does NOT
     have legal personality but DOES have a form of limited liability
     granted by statute?



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