R8 Limited Liability Company Flashcards
Can a limited liability company be formed with limited liability for all members?
Yes, members of a limited liability company are not personally liable for obligations of the company
A member of a limited liability company has apparent authority to bind the company on contract apparently within the scope of the company’s business unless the company’s articles of organization provide otherwise. True or false?
True, generally unless the articles of organization provide otherwise, limited liability companies are member-managed and the members have apparent authority to bind the company on contracts apparently within the scope of the company’s business
Under the Uniform Limited Liability Company Act (ULLCA) if the articles of organization and operating agreement are silent, how are profits and losses divided in a limited liability company?
Under the ULLCA profits and losses are shared equally regardless of capital contributions
If it was under the old act it is based in their capital contributions
When does a member of an LLC have a right to a distribution?
A member if an LLC has a right to a distribution when the articles of organization, and operating agreement, or an agreement of the members so provides
Is a member of an LLC personally liable for the debts of the LLC? What if the member is also a manager of the LLC?
NO, a member of an LLC is like a limited partner or shareholder and is not personally liable for the LLC’s obligations, if a member is also a manager, the member is treated as an officer or director of a corporation rather than as a general partner of a limited partnership and is not personally liable for the obligations of the LLC
