CH 38- Limited liability companies
Nature of LLC
state law
owners called members
limited liability members
liability
tortious conduct
when liability may be imposed
guarantees
comingling
corporate formalities
similarities to corporation
Forming an LLC
articles of organization
where to file
what it includes
Performing contracts
when
novation
Jurisdictional requirements
corporate headquarters
members location
Advantages of LLC
limited liability
flexible taxation
foreign investors
Disadvantages
not uniform between states
Management of an LLC
Member managed
manager managed
fiduciary duties
Care and loyalty
LLC operation agreement
how to operate
not required
includes:
management
profits
transfer membership
lost members
member meetings
voting rights
no agreement → statue
Forming an LLC
articles of organization
where to file
what it includes
performing contracts
When
novation
Jurisdictional requirements
corporate headquarters
members location
advantages
limited liability
flexible taxation
foreign investors
disadvantages
not uniform between states
Management of an LLC
member managed
manager managed
fiduciary duties
care and loyalty
LLC Operating Agreement
how to operate
not required
includes:
management
profits
transfer membership
lost members
voting rights
no agreement → statute
Dissociating and dissolution of an LLC
members can
voluntary
expulsion
court order
incompetence
BK
death
dissociate → other members continue
effect of dissociation on a member
right to participate
no agent
loyalty
buyout
liability
winding up an LLC
collect assets and liquidate
optimize value
debts to creditors
member capital contribution
return balance to members