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Flashcards in Limited liability Companies Deck (9)
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1

What is a limited liability company "LLC"?

  • where the operating of a LLC is silent, it will be governed by the default rules in the NY statute
  • owners are called members

2

How is the management & ownership pf an LLC handled?

  • members entitled to equal participation in management unless the operating agreement desgnates itself as managed by managers
    • MANAGER MANAGED
      • Members are treated as limited partners & have no say in management
    • MEMBER MANAGED

3

What are the liabilities of the mebers of an LLC?

  • there is no vicarious liablity

EXAMPLE:

Z is a member of XYZ, LLC. If Z commits a tort to C, then C can sue Z and XYZ, but could not sue X or Y because they had no personal misconduct to justify this suit.

4

How is an lLC formed?

  • with only one member
  • can be formed for any lawful purpose: profit or non-profit
  • filing of  Articles of Organization with the SOS
    • include name & location of the organization
    • agent for service of process

5

Recap: 1. When does a partner have a right to a formal accounting as to partnership affairs?

6

Recap: 2. When a person is admitted as a new partner into an existing partnership, describe the new partner’s liability with regards to partnership obligations incurred before he/she joined and the new partner’s liability for partnership obligations incurred after he/she joined:

7

Recap: 3. What is the dissolution of the partnership? 

8

4. What factors lead to the dissolution of a partnership?

9

5. When a partnership winds up, the partnership liabilities shall be paid in what order?