Limited Liability Companies

Question 0

Formation of an LLC

Answer 0

File Articles of Organization
Articles contain the following:
1. Name with LLC or Limited Liability Company in name
2. Location of the principal place of business
3. date of the LLC’s dissolution and winding up - no dates are specified in statute but particular events may be specified
4. Agent for service of process - generally secretary of company

Question 1

Limited Liability Company - Generally

Answer 1

Unincorporated organization of one or more persons
have limited liability for contractual obligations and other liabilities of the business.
Taxable income flows through to the shareholders.
unlike an S-Corp. not limited to number of shareholders or types of stock

Question 2

Management and Ownership of LLC

Answer 2

Members spell out structure in the articles of incorporation.

Question 3

Liability of Members of an LLC

Answer 3

Members and managers are not obligated on liabilities of partnership.

Question 4

Transferring Membership Interest in an LLC

Answer 4

Management interest - vote or written consent of majority in interest

Members obligated to perform a promise, contribute cash, property or other services to the LLC

Distribution of assets allocated according operating agreement.
If not provide for, on the basis of value of contributions made.

Members have right to distributions from the LLC before withdrawal, dissolution, or winding up per the operating agreement

Question 5

Events causing Dissolution of an LLC

Answer 5

1. Date provided in the articles of organization.
2. Events specified in the Operating Agreement
3. Vote or written consent of a majority in interest of the members or,

If more than one class of members, then a majority of each class.

Subject to requirements in operating agreement requiring approval by a specific percentage in interest of the members.

4. At any time when there are no members
5. Entry of a decree of judicial dissolution

Question 6

Professional Service LLC

Answer 6

Comprised of one or more professionals authorized to provide services for profit. PSLLC

Articles of organization required to be filed
Names and address of shareholders, managers, directors, officers and partners of the PSLLC included.
Attached certificates of licensing authorities authorizing members to practice in their profession
Must be filed with the licensing authority

Question 7

Liability of Members in a PSLLC

Answer 7

All members, managers, or employees
personally liable for negligent or wrongful acts or misconduct committed by such member, or any person under direct supervision and control.