Business Entities Flashcards
What do you file to form an LLC?
- Articles of organization
2. Initial report
What must be included in the articles of organization?
- Name of LLC
- Purpose for which LLC was formed
- Whether it is a low-profit LLC
What MAY be included in articles of organization?
- Limitations on authority to bind LLC
- Whether LLC is manager-managed
- latest date LLC is to be dissolved
- any provision not inconsistent with the law
What must be included in the initial report?
- Name and municipal address of LLC
- Name and municipal address of registered agents
- Name and municipal address of persons with power to manage LLC
- Notarized affidavit of acknowledgment and acceptance of registered agents
What must be included in LLC’s annual report?
- Municipal address of registered office
- Name and municipal address of registered agents
- Name and municipal address of managers (or members if none)
What happens if LLC fails to file annual report for 3 years?
Secretary of State will give 30 days notice for LLC to file before it revokes articles of organization.
LLC may be reinstated within 3 years if it files application and cures failure to file file.
What are the form requirements for a limited/commendam partnership?
- In writing
- Filed with Secretary of State
- Name must clearly reflect it is limited partnership and not suggest any limited partner is a general partner
- Describe contribution of limited partner, value, and time it will be made
What must be filed to form a corporation?
- Articles of incorporation
2. Affidavit of acceptance of corporation’s registered agent
What must be included in the articles of incorporation?
- Name of corporation
- Number of shares corporation is authorized to issue
- Street address of initial registered office (if different, also include initial principal office)
- Name and street address of initial registered agent
- Whether the corporation accepts, rejects, or limits limited liability for directors and officers
- Name and street address of each incorporator
When does a corporation come into existence?
When the articles of incorporation are filed
Exception: if filed within 5 days of signing, retroactively comes into existence as of date of signing
When does an LLC come into existence?
When the Secretary of State issues a certificate of organization (effective retroactively to date of filing articles of organization)
What are the form requirements for a partnership?
None. Just need intent to create relationship.
If a partnership agreement is written and filed with Secretary of State, what must be included?
- Name of partnership
- Address of partnership
- Name and address of each partner
How do you form a registered limited liability partnership?
File application with SOS.
Must be signed my majority in interest of partners.
Include:
- Name of partnership
- Address of principal office
- Number of partners
- Brief statement of business in which partnership engages
What must be included in a stock certificate?
- Name of corporation and that it is organized under Louisiana law
- Name of person to whom it is issued
- Number and class of shares, and designation of series, if any
