Corporations

Question 1

Limited Liability Company: Formation

Answer 1

by filing articles of organization with the state; the name must include “LLC” or words “limited liability company”

Question 2

Liability of LLC Members

Answer 2

members are generally not liable for LLC obligations

Question 3

LLC: Waiver of Duty of Loyalty

Answer 3

in LLC agreements, you CAN waive duty of loyalty so long as not manifestly unreasonable.

Question 4

Corporations

Duty of Loyalty:
Member-Managed LLC

Answer 4

1. must account to LLC for any profit or benefit
2. must refrain from dealing with the LLC on behalf of an adverse interest
3. must refrain from competiting with teh LLC

Question 5

Management: Member-Managed LLC

Answer 5

presumed by all members but can be centralized in one or more managers (who need not be members)

Question 6

Dissolution

Answer 6

• can occur if all members agree
• must pay off debts to creditors before distributing assets to members