LLC

Question 1

General

Answer 1

taxed like corp, members (shareholders);

Question 2

Formation-

Answer 2

filing articles- statement of status; name; address; registered agent; and members

Question 3

Management

Answer 3

presumed by all members (articles can limit this)

member management- majority vote to approve most decisions; members are agents; managers- duty of care and loyalty

Question 4

Liability of member

Answer 4

not personally liable

Question 5

Profits and losses

Answer 5

based on contribution

Question 6

Member actions

Answer 6

personally injured- can bring suit in a direct action against LLC

May also bring derivative action (must be a member at the time and member when conduct arose)

Question 7

Transfer of interest

Answer 7

can transfer right to receive profits and losses but not management unless consent of all members

Question 8

Dissolution

Answer 8

dissociation- death, retirement, resignation, bankruptcy, incompetence)