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27 Cards in this Set
- Front
- Back
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Limited liability company (LLC) |
An unincorporated business entity that combines the most favorable attributes of general partnerships, limited partnerships, and corporations. |
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Member |
An owner of an LLC. Some states refer to members as shareholders. |
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Uniform Limited Liability Company Act (ULLCA) |
A model act that provides comprehensive and uniform laws for the formation, operation, and dissolution of LLCs. |
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Revised Uniform Limited Liability Company Act (RULLCA) |
A revision of the ULLCA that provide comprehensive and uniform laws for the formation, operation, and dissolution of LLCs. |
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Articles of organization |
The formal documents that must be filed at the Secretary of state's office of the state of organization of an LLC in order to form the LLC. |
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Operating agreement |
A agreement entered into among members that governs the affairs and business of the LLC and the relationships among members, managers, and the LLC. |
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Certificate of interest |
A document that evidences a member's ownership interest in an LLC. |
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Distributional interest |
A member's ownership interest in an LLC that entitles the member to receive distributions of money and property from the LLC. |
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Limited liability of members of LLCs |
The liability of LLC members for the LLCs debts, obligations, and liabilities, which is limited to the extent of their capital contributions. Members of LLCs are not personally liable for the LLC's debts, obligations, and liabilities. |
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Tortfeasor |
A person who intentionally or unintentionally (negligently) caused injury our death to another person. They are liable to persons he or she injures and to the heirs of persons who die because of his or her conduct. |
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Member-managed LLC |
An LLC that has not designated that it is a manager-managed LLC in its articles of organization and that is managed by its members. |
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Manager-managed LLC |
An LLC that has designated in its articles of organization that it is not a member-managed LLC, and its nonmanager members give their management rights over to designated managers. |
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Duty of loyalty |
A duty owed by a member of a member-managed LLC and a manager of a manager-managed LLC to be honest in his or her dealings with the LLC and to not act adversely to the interests of the LLC. |
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Limited liability partnership (LLP) |
A special form of partnership in which all partners are limited partners, and there are no general partners. |
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Articles of limited liability partnership |
The formal documents that must be filed at the secretary of state's office of the state of organization of an LLP in order to form the LLP. |
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Limited liability of partners of LLPs |
The liability of LLP partners for the LLP's debts, obligations, and liabilities, which is limited to the extent of their capital contributions. Partners of LLPs are not personally liable for the LLP's debts, obligations, and liabilities. |
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Franchise |
An arrangement that is established when one party (the franchisor) licenses another party (the franchisee) to use the franchisor's trade name, trademarks, commercial symbols, patents, copyrights, and other property in the distribution and selling of goods and services. |
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Franchisor (licensor) |
The party who grants a franchise and license to a franchisee in a franchise arrangement. |
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Franchisee (licensee) |
The party who is granted a franchise and license by a franchisor in a franchise arrangement. |
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Distributorship franchise |
A franchise in which the franchisor manufactures a product and licenses a franchisee to distribute the product to the public. |
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Processing plant franchise |
A franchise in which the franchisor provides a secret formula or process to the franchisee, and the franchisee manufactures the product and distributes it to retail dealers. |
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Chain-style franchise |
A franchise in which the franchisor licenses a franchisee to make and sell its products or distribute its services to the public from a retail outlet serving an exclusive territory. |
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Area franchise |
A franchise in which the franchisor authorizes a franchisee to negotiate and sell franchises on its behalf in designated areas. The area franchisee is called a subfranchisor. |
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Franchise agreement |
An agreement that a franchisor and franchisee enter into that sets forth the terms and conditions of a franchise. |
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License |
A business arrangement that occurs when the owner of intellectual property (the licensor) contracts to permit another party (the licensee) to use the intellectual property. |
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Licensor |
The party who grants a license. |
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Licensee |
The party to whom the license is granted. |
