Inner Checklist for Limited Liability Company

Question 1

Nature of Limited Liability Company

Answer 1

1. Defined
2. Types
3. Formation

Question 2

Liability of Members and Managers for LLC Obligations

Answer 2

1. Manager-Managed LLC
   
   • Members do not have the power to bind LLC but managers do
   • A member is not personally liable for the LLC’s obligations but is a liable for own torts.
   • No member is personally liable to the LLC for either contributions or any indemnification of a manager.
2. Member-Managed LLC
   
   • Each member manager is an agent of the LLC and has the power to bind the LLC by acts apparently for carrying on the business of the LLC.
   • A member manager is not personally liable for the LLC’s obligations but is liable for own torts.
3. Piercing the Corporate Veil.