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UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF TEXAS

SHERMAN DIVISION

GOLDEN GATE 

COMMUNICATIONS, LLC

v.

ALLIOS, INC.

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CIVIL NO. 4:23-CV-063-SDJ

ORDER

The Court’s jurisdiction over this case remains an open question because 

Plaintiff Golden Gate Communications, LLC (“Golden Gate”) has failed to adequately 

allege a basis for federal jurisdiction. Therefore, the Court ORDERS Golden Gate 

Communications, LLC to file an amended complaint alleging the facts required to 

establish federal jurisdiction.

Golden Gate alleges that the Court has subject-matter jurisdiction under 28 

U.S.C. § 1332 due to diversity in the parties’ citizenships. “To properly allege diversity 

jurisdiction under § 1332, the parties need to allege complete diversity.” MidCap 

Media Fin., L.L.C. v. Pathway Data, Inc., 929 F.3d 310, 313 (5th Cir. 2019) (quotation 

omitted). Complete diversity requires that “all persons on one side of the controversy 

[must] be citizens of different states than all persons on the other side.” Id. (quotation 

omitted). Citizenship of an entity depends on its form. A corporation is “a citizen of 

every State and foreign state by which it has been incorporated and of the State or 

foreign state where it has its principal place of business.” 28 U.S.C. § 1332(c)(1). A 

limited liability company is a citizen where each of its members is a citizen. E.g.,

Harvey v. Grey Wolf Drilling, Co., 542 F.3d 1077, 1080 (5th Cir. 2008). These 

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differences require different factual allegations to establish citizenship. Allegations 

regarding the citizenship of a limited liability company must allege the citizenship of 

each member. Settlement Funding, L.L.C. v. Rapid Settlements, Ltd., 851 F.3d 530, 

536 (5th Cir. 2017). A court cannot determine whether federal jurisdiction exists 

without these allegations. See MidCap, 929 F.3d at 313.

Golden Gate has failed to properly allege diversity of citizenship because it has 

failed to properly allege its own citizenship. Golden Gate states that it “is a citizen of 

California for purposes of diversity jurisdiction because it is incorporated in 

California, its members are citizens of California, and its principal place of business 

is in California.” (Dkt. #1 ¶ 9). However, as explained above, because Golden Gate 

represents that it is a limited liability company, its citizenship for diversity purposes 

is determined by the State(s) where its members are citizens. See MidCap, 929 F.3d 

at 313–14; Harvey, 542 F.3d at 1080. The citizenship of those members is likewise 

form dependent. Golden Gate’s allegations do not inform the Court whether its 

members are corporations, LLCs, partnerships, or other entities. Golden Gate must 

affirmatively allege what form of entity its members are and their respective 

citizenships, which, again, are form dependent. Golden Gate’s allegation that “its

members are citizens of California” is insufficient to invoke the Court’s jurisdiction.

For these reasons, the Court ORDERS that, by no later than April 20, 2023, 

Golden Gate must file an amended complaint that alleges facts sufficient to invoke 

this Court’s jurisdiction.

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