Essay 50 Point 3 -- LLC Dissolution

Question 1

What type of entity is LLC legally?

Answer 1

A hybrid entity that shares feature of parntership and corporation

Question 2

What model does ULLC generally follow in regards to dissollution?

Answer 2

Corporate model.

Question 3

What does the corporate model of ULLCA dissolution not provide?

Answer 3

1) Shareholders the right to withdraw from the corp.
2) Or have corp buy out their shares

Question 4

Generally, what may an llc member who no longer wishes to be a part of the LLC do?

Answer 4

Generally, they may withdraw.

Question 5

What does an LLC member’s withdrawal not create a right to do?

Answer 5

1) receive payment for their llc interest
2) cause LLC to dissolve

Question 6

What does an LLC member’s withdrawal do?

Answer 6

1) Terminates the withdrawing member’s
2) rights and duties manage company

Question 7

Under Uniform Limited Liability Company Act of 2006, what is not synonymous?

Answer 7

Dissolution and dissociation

Question 8

In the context of ULLCA, when and how may a LLC member dissociate from an LLC?

Answer 8

1) at any time
2) by expressing their will to dissacoiate

Question 9

What does a member’s dissociation do?

Answer 9

1) terminates the member’s
2) “right to participate as a member in the management
3) and conduct of the limited liability
company’s activities.”

Question 10

What does a member’s dissociation not do?

Answer 10

Disolve the llc
2) create a right to a buy out

Question 11

When does a withdrawing member from an LLC have buy out rights?

Answer 11

They don’t, unless provided for in the operating agreement.

Question 12

What does dissolution to an LLC do?

Answer 12

Winding up of business
2) liquidation of assets
3) a final distribution to LLC members

Question 13

When will dissoulution of an LLC occur?

Answer 13

1) when it is called for in the operating agreement

OR

2) all members consent

OR

3) LLC is left without members

OR

4) Court enters dissolution ofer.

Question 14

What did adela’s text to ben do?

Answer 14

Provide notice of her withdrawal

Question 15

What did adela’s text to ben not do?

Answer 15

1) trigger dissolution of LLC
or
2)a buyout right

Question 16

How could adela’s withdrawal lead to dissolution of the LLC?

Answer 16

1)If ben agreed to disolve
2) or have LLC honor buyout request

Question 17

If Ben does not agree to disolve the LLC, or buy out Adela, in response to her notice of disassociation, what position is she in?

Answer 17

1) a member of the LLC
2) w/ financial rights to payment of distributions equal to ben
3) but w/o management duties