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6 Cards in this Set
- Front
- Back
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Opening Argument
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A Limited Liability Company (LLC) has elements in common with both corporations and partnerships, but is neither. Members of an LLC have limited liability like the shareholders of a corporation and pass through taxation like partners in a partnership.
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Personal liability of LLC members
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• The members of an LLC have personal liability only up to the value of contribution provided that a proper certificate of formation is filed with the Secretary of State.
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Failure to file LLC certificate
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• Failure to properly file an LLC certificate will result in general partnership status with unlimited member liability.
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Management authority
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• An LLC is member-managed in which all members participate in the management unless the certificate of formation vests management power in a designated person (manager-managed).
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Tort liability
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• LLC members and managers are not personally liable to third parties for tortious damages unless the member or manager participated in the tortious act.
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Dissociation
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• A dissociation of an LLC member is caused by the member’s death, expulsion, withdrawal, or incapacity.
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