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Chapter 3 Limited Liability Company

作者 lawyer_qiu on 星期六, 09/07/2013 - 11:49

Chapter 3 Limited Liability Company

  1. Introduction

The limited liability company (" LLC" )was the product of innovative professionals creating solutions when the current legal system failed to meet client needs.

The LLC offers for the first time a domestic entity that combines the tax advantages of a partnership with limited liability protection for all members,an advantage commonly associated with corporations.

By combining the best of both worlds, partnership taxation and limited liability, the LLC revolution can be characterized as tax driven. Nevertheless, some commentators believe that it is the LLC’s superior business provisions that will cause LLCs to continue to rise in popularity.

" The LLC is not simply an entity that provides its members with limited liability, but one that is non - corporate in nature, [ An important aspect of this structure is that] LLCs generally are not subject to restrictions as to finance and management that historically have bound corpo­


rations. In particular, there is no need to create special surplus’ accounts for dividend and no special requirement for management by a board of directors or equivalent body. " ®

As noted above, the purpose of forming a limited liability company is to create an entity that offers investors the protections of limited liability and the flow - through tax status of part­nerships.

  1. Definitions
  1. A Limited Liability Company is an entity that is an unincorporated association. It is distinguished from a Foreign Limited Liability Company which is an entity that is an unincorpo­rated association formed under the laws of another state or foreign county, affords its members limited liability for the activities of the LLC and is not a foreign limited partnership or foreign business trust.
  2. A Member is a person (which can be an individual, corporation, general or limited partnership, association, limited liability company, foreign limited liability company, business trust or other legal of commercial entity) who has been admitted to membership in the LLC and to whom an event of dissolution has not occurred.
  3. If the Articles of Organization provide for a manager or managers, the Manager is the person or group of persons designated to manage the business or affairs of the LLC. Interest is the member’s economic rights in the LLC, including the member’s share of profits and losses of the LLC and the right to receive distributions from the LLC. Articles of Organization are the document filed with the Secretary of State to form an LLC.
  4. Operating Agreement is the written or oral agreement between the members relating to the affairs of the LLC and the conduct of its business.
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