PHỤNG 38.1- HẾT 38.

1b

1. LIMITED LIABILITY COMPANY (LLC)

- A limited liability company (LLC) is a hybrid that combines the limited liability aspects of a
corporation and the tax advantages of a partnership
- The LLC has been available for only a few decades, but LLC has become the preferred structure
for many small businesses.
- LLCs have many characteristics the same as corporations.
- In corporations, LLCs must be formed and operated in compliance with state law

2. THE NATURE OF THE LIMITED LIABILITY COMPANY

- Like the shareholders of a corporation that I had mentioned, the owners of an LLC, who are
called members, enjoy limited liability.
- A member is a person who owns an interest in a limited liability company. Unless the articles of
organization provide otherwise, the members also manage the LLC.
- Members of an LLC can also bring derivative actions, which you will read about in regard to
corporations, on behalf of the LLC. As with a corporate shareholder’s derivative suit, any
damages recovered go to the LLC, not to the members personally.
 a. Limited Liability of Members : Members of LLCs are shielded from personal liability in most
situations.
In other words, the liability of members is normally limited to the amount of their investments.
b. When Liability May Be Imposed

The members of an LLC can lose their limited personal liability in certain circumstances.
For instance, when an individual guarantees payment of a business loan to the LLC, that
individual is personally liable for the business’s obligation.

The courts may hold the owners of a business liable for its debts or “pierce the corporate veil”
to achieve justice or hold its members personally liable in circumstances that are clearly
extraordinary.

c. Other Similarities to Corporations:

Another similarity between corporations and LLCs is that LLCs are legal entities apart from their
owners, such as

Separate legal entity from owners.

Can hold property separately.

“Foreign” designation if doing business in state other than the one where the LLC was formed.

3. THE FORMATION OF THE LIMITED LIABILITY COMPANY

articles of incorporation
Persons form an LLC by filing required documents with the appropriate state authority, usually
the secretary of state. Most states require the filing of Articles of Organization. These are
considered public documents and are similar to articles of incorporation, which establish a
corporation as a legal entity.
  Generally, it includes the name of the LLC, the name of the person organizing the LLC, the durati
on of the LLC, and the name of the LLC's registered agent. 

Some states require additional information, such as the LLC's business purpose and details about the LL
C's membership and management structure.

Preformation Contracts

Organizing a limited liability company (LLC) often requires more than simply preparing and filing articles
of organization.

Like any other corporate entity, an LLC frequently has to prepare itself to conduct business even before
the LLC is formally organized.

Enter the promoters - individuals who act on behalf of an LLC prior to its formal organization and conduct
necessary pre-organization work, which generally includes entering into various contracts.

Until recently, courts had not directly addressed the issue of whether an LLC may be held liable for the
actions of a promoter taken prior to the organization of the LLC.