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80 Cards in this Set
- Front
- Back
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Articles of Organization DEFINITION |
Documents filed under R.S. 12:1304 for the purpose of forming a limited liability company and those documents as amended or restated |
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Business means: * |
Any trade, occupation, profession, or other commercial activity, including but not limited to professions licensed by a state or other governmental agency whether or not engaged in for profit |
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Capital Contribution means: |
Anything of value that a person contributes to the limited liability company as a prerequisite for, or in connection with, membership, including cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services. |
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Constituent entity means: |
Each limited liability company, partnership, partnership in commended, limited partnership, or corporation which is party to an agreement of merger or consolidation pursuant to R.S. 12:1358 |
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Corporation means |
a corporation formed under the laws of this state or a foreign corporation as defined in R.S. 12:1301(6) |
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Foreign corporation means: |
a corporation formed under the laws of any state other than this state or under the laws of any foreign country |
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Foreign limited liability company - DEFINITION |
a limited liability company formed under the laws of any state other than this state |
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Foreign limited partnership - DEFINITION |
a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country |
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Foreign Partnership means - DEFINITION |
a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country. |
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Foreign partnership means - DEFINITION |
a partnership formed under the laws of any state other than this state or any foreign country |
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Limited Liability company or Domestic Limited Liability Company * DEFINITION |
an entity that is an unincorporated association having one or more members that is organized and existing under this chapter. No limited liability company organized under this chapter shall be deemed, described as, or referred to as an incorporated entity, corporation, body corporate, body politic, joint stock company, or joint stock association |
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Limited Partnership - DEFINE |
a partnership in commended formed under the laws of this state or a foreign limited partnership or joint stock association |
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Limited Partnership - DEFINE |
A partnership in commendam formed under the laws of this state or a foreign limited partnership as defined in R.S. 12:1301(8) |
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Low-profit limited liability company or L3C - DEFINE |
A limited liability company organized for a limited business purpose and which at all times operated to satisfy each of the following requirements: a) The entity significantly furthers the accomplishment of one or more charitable or educational purposes and would not have been formed but for the entity's relationship to that purpose b) No significant purpose of the entity is the production of income or the appreciation of property (not conclusive of significant purpose); c) No political purpose
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Manager or managers - DEFINE |
A person or persons designated by the members of a limited liability company to manage the limited liability company as provided in its articles of organization
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Member - DEFINE |
means a person with a membership interest in a limited liability company with the rights and obligations specified under this chapter |
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Membership interest or interest - DEFINE |
means a member's rights in a limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management. |
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New Entity - DEFINE |
the entity into which constituent entities consolidate, as identified in the agreement or certificate of consolidation provided for in R.S. 12:1360 |
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Operating Agreement * - DEFINE |
Any agreement written or oral, of the members as to, or in the case of a limited liability company having a single member and the company memorializing the affairs of a limited liability company and the conduct of its business |
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Partnership - DEFINE |
A partnership formed under the laws of this state or a foreign partnership as defined in R.S. 12:1301(9) |
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Person means - DEFINE |
A natural person, corporation, partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust including a common law trust, business trust, statutory trust, voting trust, or any other form of trust, estate, or association |
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State means - DEFINE
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A state territory or possession of the US, the District of Columbia, or the commonwealth of Puerto Rico |
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Surviving entity - DEFINE |
means the constituent entity surviving a merger as identified in the agreement or certificate of merger provided for in R.S. 12:1360 |
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What are the 2 kinds of Partnerships?
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General and limited |
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What can a LLC NOT be formed for? |
Insurance OR anything unlawful or for any purpose that the LLC limits itself to in it's articles of organization
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T or F LLC's have the same powers, rights, and privileges as corporations organized under the business corporation law and a partnership. |
True |
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LLC's exist perpetually unless: |
a limited period of duration is stated in the articles of organization |
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When does an LLC come into existence? |
As of the time of filing of the articles f organization with the secretary of state. |
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When is an LLC "duly organized"? |
Upon the issuance of the certificate of organization. |
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The articles of organization shall set forth the following: |
1) The name of the LLC 2) The purposes for which the limited liability company is formed or that its purpose is to engage in any lawful activity for which limited liability companies may be formed 3) Whether the company is a low-profit LLC |
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The name of an LLC shall be/have what |
1) LLC or some form of that behind it 2) if low profit - L3C or some form behind it 3) No unlawful name or "doing business as or the abbreviation d/b/a 4) be distinguishable from others unless that company is about to change its name or go out of biz |
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Each LLC shall continuously maintain |
1) A registered office in this state 2) At least one registered agent |
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How can a LLC change it's registered agent or office after organization |
By filing for record with the secretary of state a statement authorizing the designation or change signed by a manager of the LLC or at least one member. |
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Any change of registered agent shall be accomplished how: |
By a notarized affidavit acknowledgment and acceptance signed by the registered agent |
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A LLC may change the address of its registered agent how: |
By filing for record with the secretary of state a statement of the change signed by a manager or member of the LLC |
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A change of a registered office or registered agent or address of the registered agent for a LLC shall become effective when: |
The secretary of state accepts the statement for record |
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A registered Agent may change his address in this state by: |
filing for record with the secretary of state a statement of the change signed by him or on his behalf |
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A registered Agent may resign but such resignation shall be effective only by: |
providing notice to the LLC and the secretary of state |
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If a registered agent resigns, what happens |
A successor agent shall be appointed and the agent's address shall be filed within 30 days of the resignation |
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If a successor agent has not filed his address within 30 days of resignation |
The Secretary of State may thereafter be treated as the registered office by any person other than the LLC itself and the registered office shall be considered the domicile of the LLC for all purposes |
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When do you file the annual report for an LLC and what must it include |
1) On or before the anniversary date of the organization. 2) the municipal address (not a po box) 3) the name and address of the llc's reg agents 4) the name and address of each manager or members depending on type of llc |
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What are the 2 primary attributes of an LLC |
1) No liability for debts 2) Tax Benefits - Its income will not be subject to Federal or Louisiana Income tax at the entity level |
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What is an LLC's legal status |
It is a legal "entity", capable of suing and being sued, owning property etc. It's not a person |
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Is a profit motive required for an LLC? |
No |
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Does an LLC have to keep stated capital and surplus accounts? |
No |
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What are the minimal operation formalities for an LLC |
There are non. No member meeting requirements or any of that nonsense that Corporations have to have |
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An LLC's name must be _______- include ______ and not include _______ |
1) Distinguishable from the name of every other foreign or domestic corporation and LLC registered to do business in the state 2) Except for Low profit LLC the name must include LLC or some variation for low profit L3C or some variation 3) Contain any word or phrase which indicates that its purpose is something which is not lawful for an LLC or that is contrary to its articles, or which falsely suggest a charitable or nonprofit nature |
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What can an LLC's purpose not be |
Insurance underwriting |
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An LLC's articles of Organization must be in ______ and must be signed by _____ |
In english and at least one person who may or may not be a member or manager |
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The articles of Organization must include |
1) The name of the LLC 2) The purpose for which the LLC is formed or that its purpose is to engage in any lawful activity for which LLCs may be formed 3) Whether the company is a low profit limited liability company |
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The articles May but are not required to state the following: |
1) Limitations on the authority of the members and managers 2) The latest date, if any, on which the LLC is to dissolve 3) Any other provision not inconsistent with the law that the members choose to include |
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Where do you file the Articles of Organization? |
With the Secretary of state |
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The LLC's legal existence begins upon: but it is effective retroactively to: |
1) The issuance of the certificate of organization by the Secretary of State, 2) the date the articles were filed (or to the date of notarization of the articles if that was within 5 days of filing) |
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What happens if immovable property is acquired in the name of an LLC that has not at the time been issued a certificate of organization? |
The LLC's existence will be deemed to be retroactive to the date of the acquisition of the immovable property. Such an action will not prejudice the rights of any third party that validity acquire rights in that property between the date of acquisition of the property and the issuance of the certificate of organization |
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The annual report shall be _________ and shall state: |
1) Signed by a manager and 2) A) The municipal address of the registered office B) The name and municipal address of each registered agent C) The name and municipal address of each manager (or member if the LLC is member-managed) |
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The LLC must continuously maintain a ____ and at least _____ in the state in order to maintain operation within this state |
1) A registered Office 2) One Registered Agent |
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Any member or manager entrusted with managing the business shall stand in a _______ to the LLC and shall act: |
1) Fiduciary Relationship 2) in good faith, with the diligence, care, judgment and skill which an ordinary prudent person in a like position would exercise" and in the manner he reasonably believes to be in the best interest of the the LLC |
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Each Manager/member is a _______ of the LLC for all matters in the ordinary course of its business except _______ |
1) Mandatary 2) Alienation, lease or encumbrance of the LLC's immovable property |
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Unless the articles r operating agreement provide otherwise each manager/member is entitled to a ________ vote and all decisions shall be made by ________ vote |
single; majority |
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Unless the articles or a written operating agreement provides otherwise, a majority vote of the members (only) shall be required to approve the following matters, even if management is vested in managers or less than all of the members |
1) Dissolution and winding up of the LLC 2) Disposal or encumbrance of all or substantially all of the LLC's assets 3) A merger or consolidation 4) Incurrence of debt other than in the ordinary course of business 5) Alienation, lease, or encumbrance of any immovables 6) An amendment to the articles or operating agreement |
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A transaction voted on by a manager/member having a financial interest in the transaction is not void or voidable solely because she participated in the meeting or created a quorum provided either: |
1) The interested manager/member's interest was disclosed to the other voters and a disinterested majority approved the transaction; or 2) The transaction was fair the to the LLC at the time it was approved |
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In an LLC, profits and losses are allocated how ____ unless __ ________ |
1) Equally among the members 2) unless the articles or a written operating agreement provides otherwise |
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Contributions may be in the form of: |
1) Cash
2) Property 3) Services Rendered or a 4) Promissory note or 5) other binding obligation to contribute cash or property or to perform services |
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Contributions are unenforceable when: |
1) if not in a writing signed by the member Or 2) If the member is unable to perform because of "death, disability, or there reason" unless the articles or a written operating agreement provides otherwise |
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A valid promise to contribute cannot be compromised except with: Unless: |
1) The unanimous consent of the other members 2) Unless - The articles or a written operating agreement provides otherwise. However a 3rd party creditor of the LLC may still enforce a compromised promise if it relied on it |
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No distribution to a member is allowed if, after it is paid, either: (3) |
1) The LLC would be unable to pay its debts as they come due; or 2) The LLC's total assets are less than total liabilities plus any preferential rights of members upon dissolution superior to the dissolution rights of the recipient(s) of the distribution (unless the articles or a written operating agreement subordinate those rights); or 3) The distribution violates a provision in the articles or a written operating agreement |
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All managers/members who knowingly or without exercising reasonable care and inquiry vote for a wrongful distribution are ___________ to the LLC for the _______. |
1) Jointly and Severally liable 2) Amount the distribution exceeded what was proper |
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Any liable member/manager for a wrongful distribution who pays more than her proportionate share is entitled to: |
A contribution from the others who are also liable |
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How long is the prescriptive period for dissolution? |
2 years |
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A membership interest is what kind of property? |
An incorporeal movable |
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A membership interest is assignable in whole or part, but that only entitles the assignee to receive: |
distributions the assignor would have been entitled to receive |
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When is an assignee of a membership interest in an LLC entitled to exercise any rights or powers of a member in the LLC? |
If or when the other members approve her for such, unanimously in writing |
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If a member dies and his shares are inherited but you you don't want the dead heir as a member, what happens: |
The members have to buy the heirs shares for the fair market value |
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If the LLC is constituted for a term, a member may only withdraw if either: |
1) She gets the consent of the other members, or 2) there is "just cause" for withdrawal arising out of another member's failure to perform (a material) obligation." |
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If the LLC is not constituted for a set term, a member may withdraw either |
1) immediately upon the occurrence of an event specified in a written operating agreement, or 2) for any reason if the withdrawing member gives the LLC and the other members 30 days written notice. |
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1) A member who withdraws is entitled to continue to what? 2)until the LLC pays her the fair market value of her membership interests as of the date of withdrawal, which is required to be done when? |
1) receive her share of the profits 2) until the LLC pays her the fair market value of her membership interest as of the date of withdrawal 3) within a reasonable time |
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Unless the articles or a written operating agreement provides otherwise, an LLC is dissolved and its affairs wound up upon the first to occur of the following: |
1) An event specified in the articles or an operating agreement 2) The consent of a majority of the membership 3) Entry of a judicial decree of dissolution upon application of a member when it is no longer reasonably practicable to carry on the business of the LLC |
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When is an LLC "wound up" |
Upon giving the notice of the authorization of dissolution and filing the articles f dissolution with the Secretary of state |
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The assets of a dissolved LLC will be distributed in the following priory order |
1) All creditors of the LLC 2) Members owed already approved distributions 3) Members for return of their capital contributions; and finally to 4) Members in the proportion they share in distributions |
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LAST CARD |
DONT WORRY |
