Section 39 Limited Liability Companies and Limited Liability Partnerships .


35 views
Uploaded on:
Category: Travel / Places
Description
Chapter 39 Limited Liability Companies and Limited Liability Partnerships. Limited Liability Companies. An unincorporated business entity that combines the most favorable attributes of general partnerships, limited partnerships, and corporations. An LLC may elect to be taxed as a partnership.
Transcripts
Slide 1

Section 39 Limited Liability Companies and Limited Liability Partnerships © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 2

Limited Liability Companies A unincorporated business element that consolidates the most ideal characteristics of general organizations, constrained associations, and partnerships. A LLC may choose to be exhausted as an association. The proprietors can deal with the business. The proprietors have constrained obligation. © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 3

Limited Liability Company (LLC) Limited risk organizations are animals of state law, not government law. Restricted obligation organizations must be made according to the laws of the state in which the LLC is being sorted out. Restricted obligation organization codes direct the arrangement, operation, and disintegration of LLCs. © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 4

Limited Liability Company (LLC) (proceeded) Legal Entity – A LLC is a different legitimate substance (a manufactured individual) that can: Own property Sue and be sued Enter into and implement contracts Be discovered commonly and criminally at risk for infringement of law © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 5

The Uniform Limited Liability Company Act A model demonstration that gives complete and uniform laws to the arrangement, operation, and disintegration of LLCs. The ULLCA is not law unless a state receives it as its LLC statute. Many states have received all or some portion of the ULLCA as their restricted risk organization law. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 6

Taxation of LLCs are exhausted as associations unless it chooses to be burdened as an enterprise. Charges course through to individual\'s government forms. No tax assessment at the element level © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 7

Powers of a LLC A LLC has an indistinguishable forces from an individual It can claim, home loan, and exchange land. It can claim and exchange individual property. It can go into contracts and make ensures. The LLC may acquire cash, and issue notes and bonds. A LLC can be sued and can sue. © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 8

Member\'s Limited Liability Member – a proprietor of a LLC. Individuals have constrained risk. Individuals are at risk for the LLC\'s obligations, commitments, and liabilities just to the degree of their capital commitments. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 9

Limited Liability Company (LLC) Debt or commitment owed Limited Liability Company (LLC) Third Party Capital venture Member Liability restricted to capital commitment No individual risk for organization\'s obligations and commitments © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 10

Liability of a LLC is at risk for misfortune or damage brought about by wrongful act or exclusion or part, director, worker, or specialist in course of customary business. Chiefs are not by and by at risk for obligations, commitments, and liabilities of LLC. Tortfeasors are still actually subject for wounds they cause. © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 11

Formation of a LLC A LLC might be composed to work organizations and land improvements. May not be sure expert gatherings. A LLC can be sorted out in just a single state despite the fact that it can direct business in every other state. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 12

Articles of Organization A LLC is framed by conveying articles of association to the workplace of the secretary of condition of the condition of association for recording. The presence starts when the articles of association are recorded. Articles incorporate name, address of office, name and address of operator and coordinators, sort of LLC. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 13

Duration Term LLC A LLC that has a predefined term of length At-Will LLC A LLC that has no predetermined term of span © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 14

Capital Contribution Money, substantial or impalpable property, administrations performed or guaranteed to be performed, promissory notes, or different understandings to give money or property Not pardoned by death or handicap © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 15

Certificate of Interest Document that confirmations a part\'s possession enthusiasm for a LLC. Acts the same as a stock authentication issued by an enterprise. © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 16

Operating Agreement went into among part that oversees the issues and business of the LLC and the relations among individuals, administrators, and the LLC. May be changed by the endorsement of the considerable number of individuals unless generally gave in the understanding. © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 17

Conversion of an Existing Business to a LLC Some current organizations might need to change over to a LLC. To get the tax cuts and constrained risk shield of a LLC. Law allows such changes. Assention of change puts forward terms. Articles of association must be documented with the secretary of state. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 18

Dividing a LLC\'s Profits and Losses ULLCA commands that every part has ideal to equivalent share of benefits and misfortunes. Working assention may have different arrangements. © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 19

Distributional Interest A part\'s possession enthusiasm for a LLC that qualifies the part for get appropriations of cash and property from the LLC. A transferee of a distributional enthusiasm for a LLC gets the privilege to get benefit and different dispersions of the LLC. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 20

Member-Managed LLC In a part oversaw LLC, all individuals can tie the LLC to approved contracts. Every part has break even with rights in the administration of the business independent of the span of his or her capital commitment. Any matter identifying with the matter of the LLC is chosen by a lion\'s share vote of the individuals. © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 21

Manager-Managed LLC In a director oversaw LLC, just the chiefs can tie the LLC to approved contracts. The individuals and non-individuals who are assigned supervisors control the administration of the LLC. The individuals who are not supervisors have no rights to deal with the LLC unless generally accommodated in the working understanding. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 22

Compensation and Reimbursement A non-administrator part is not qualified for compensation. With the exception of twisting up the LLC. Administrators of a LLC are paid remuneration and advantages. Determined in their business understandings. A LLC is committed to repay individuals and chiefs for installments made in the interest of the LLC. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 23

Agency Authority to Bind a LLC to Contracts All individuals in part oversaw LLC may tough situation LLC. Just chiefs have expert to tie LLC in administrator oversaw LLC. Individuals can\'t tie LLC unless they are additionally a director. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 24

Fiduciary Duties to the LLC Duty of Loyalty Duty of Care © 2007 Prentice Hall, Business Law, 6th version, Henry R. Cheeseman

Slide 25

Duty of Loyalty Duty owed by an individual from a part oversaw LLC and an administrator of a supervisor oversaw LLC. Must be straightforward in dealings with the LLC and not act unfavorably to the interests of the LLC. Breaks of the obligation of faithfulness by a secured part or director include: Usurping a LLC opportunity Making mystery benefits Secretly managing the LLC Secretly rivaling the LLC Representing any intrigue unfriendly to that of the LLC © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 26

Limited Duty of Care An obligation owed by an individual from an individual from a part oversaw LLC and a supervisor of a director oversaw LLC to not participate in lead that harms the LLC: A known infringement of law Intentional lead Reckless direct Grossly careless direct © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 27

Duty of Care (proceeded with) A part or chief of a LLC is not obligated to the LLC for wounds brought on to the LLC by his or her standard carelessness . The customarily careless part or administrator, and the LLC for whose benefit the part or supervisor was acting when the careless demonstration happened, are subject to the harmed outsider . © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 28

No Fiduciary Duty Owed by a Nonmanager Member A nonmanager individual from an administrator oversaw LLC owes no guardian obligations of faithfulness, care, or great confidence and reasonable managing to the LLC or its individuals. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 29

Dissolution The ULLCA gives an individual from a LLC the ability to disassociate from the LLC. Wrongful disassociation Occurs when a part pulls back from a term LLC before the termination of the term or from a freely LLC when the working understanding wipes out a part\'s energy to pull back. This could bring about the disintegration of the LLC. © 2007 Prentice Hall, Business Law, 6th release, Henry R. Cheeseman

Slide 30

Payment of Distributional Interest If no wrongful disassociation, LLC must buy the disassociated part\'s distributional intrigue . Cost and terms might be settled in working assention, generally, must pay fai

Recommended
View more...