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Even though the Limited Liability Company (LLC) has been in existence for over a decade, it is still a mysterious entity for many creditors. From a tax perspective, the LLC is more like a partnership, in that, except for an annual minimum tax, the business' earnings are not taxed. The easiest way to identify an LLC is to have a section on your credit application/financial statement that inquires whether the business entity executing the document is in fact an LLC. If the LLC threatens to take their business elsewhere if you do insist on a personal guaranty, then see that for the red flag that it is; there are choppy waters ahead for this relationship.
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Bankruptcy of a Member. A. Policy Considerations. B. Case Law Concerning the Bankruptcy of an LLC Member. C. Fifth Circuit Precedent. II. Expulsion; sale of a Member's Entire Economic Interest. III. Voluntary Withdrawal. IV. Death, Interdiction, Dissolution, or Termination of a Member. A. The Problem Under the Louisiana LLC Law. B. Section 12:1333 and Estate Planners. V. Conclusion.
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In a stressed economy, creditors facing challenges collecting bad debts often want to reach into the deeper pockets of their customers' shareholders and owners. Collecting from people involved in limited liability companies can be frustrating because these entities limit the amount the owners and investors can lose; if the company hits hard times, the law protects these individuals from being held personally liable for their organization's debts and obligations. It essentially places a veil of protection over them. "Piercing the veil" is a metaphor for the judicial doctrine that permits a plaintiff to hold otherwise immune corporate shareholders personally liable for the debts owed by that corporation. The goal isn't to undermine protection from liability; piercing the veil requires tha...
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The combination of corporate and partnership forms in a limited liability company (LLC) has appealed to many entrepreneurs and has caused the LLC form not only to emerge as an alternative business governance structure, but also to explode as a favored corporate regime. This Note will explore an unsettled area of law for LLCs -- the possibility of judicial dissolution. Part II of this Note will discuss the purposes behind the provisions of the Delaware Limited Liability Company Act and introduce the focus of this Note, the contentious case of Haley v. Talcott. Part III will discuss the corporate deadlock problem faced by the parties in Haley and try to explain the basis for the court's decision. Part IV will discuss what the case suggests for future Delaware LLCs and Delaware courts faci...
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Background
Since the 1990s, individuals who wish to form businesses have seen a significant increase in the types of business entities that ...
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This essay: (i) puts into perspective the past 20 years of developments in the U.S. law of limited liability companies (LLCs), limited liability partnerships (LLPs), and limited liability limited partnerships (LLLPs); (ii) explains how a movement toward tax rationalization has been transformed into a palace coup aimed at fiduciary duty (a fundamental tenet of the U.S. law of closely held businesses); and (iii) criticizes both conceptually and pragmatically efforts to "kill Cardozo" and worship "freedom of contract.
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The Limited Liability Company (LLC), a hybrid of the partnership and the corporation, has become a popular legal alternative for business owne...
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The Research and Development Limited Partnership model of organization and management was developed by the Technology Office in the US Department of Commerce, during the Reagan Administration. Since then, the Limited Liability Partnership model, modified to the Limited Liability Corp (LLC) has proliferated rapidly, becoming the organizational entity of choice for many new organizations. In this model, operating control is provided by the General Partnership, which is responsible for identifying and contracting with the Limited Partners who may be needed. The model protects the non-profit status of universities and other such organizations, which can license basic discoveries to a private sector LLC, in return for future royalties and equity ownership. The Limited Partnership model of or...