Partnerships

Question 1

Formation

Answer 1

Articles must be filed

Question 2

Rights and Duties

Answer 2

• LLC members have fiduciary duties

- treated as agents of the LLC w/ actual + apparent authority to bind the LLC in ORDINARY affairs

Question 3

Dissociation

Answer 3

If a member leaves = dissociation of that member

does NOT lead to winding up or dissolution unless the other members unanimously agree to dissolve the LLC

Question 4

Liability

Answer 4

• Generally, individual members not liable for losses
• Liable only when court decides to pierce the LLC veil OR if proper procedures for dissolution and winding up haven’t been followed

Question 5

Creditors

Answer 5

may enforce claims against each of the LLC members —- total liability may not exceed total value of assets distributed to the member in dissolution