Chapter 40 - Limited liability companies, limited partnerships, and limited liability limited partnerships. This chapter explain the attributes of a limited liability company and a member’s default rights and liabilities. This chapter also explain the attributes of a limited partnership and limited liability limited partnership and the default rights and liabilities of partners. | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 9 Introduction to Forms of Business and Formation of Partnerships Operation of Partnerships and Related Forms Partners’ Dissociation and Partnerships’ Dissolution and Winding Up Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships Partnerships P A R T Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships P A E T R H C 40 The man who occupies the first place seldom plays the principal part. Johann Wolfgang von Goethe Learning Objectives Explain the attributes of a limited liability company and a member’s default rights and liabilities Explain the attributes of a limited partnership and limited liability limited partnership and the default rights and liabilities of partners The limited liability company (LLC) combines advantages of the corporation with regard to protection from personal liability and favorable | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 9 Introduction to Forms of Business and Formation of Partnerships Operation of Partnerships and Related Forms Partners’ Dissociation and Partnerships’ Dissolution and Winding Up Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships Partnerships P A R T Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships P A E T R H C 40 The man who occupies the first place seldom plays the principal part. Johann Wolfgang von Goethe Learning Objectives Explain the attributes of a limited liability company and a member’s default rights and liabilities Explain the attributes of a limited partnership and limited liability limited partnership and the default rights and liabilities of partners The limited liability company (LLC) combines advantages of the corporation with regard to protection from personal liability and favorable tax status of the partnership The Uniform Limited Liability Company Act of 1996 (ULLCA) offers default rules similar to RUPA that govern an LLC in the absence of a contrary agreement of its owners Overview Hyperlink is to the Revised Uniform Limited Liability Company Act of 2006 at the website for the National Conference of Commissioners on Uniform State Laws. At least one person (organizer) must file the articles of organization with a secretary of state Articles must include LLC name, duration, and the name and address of its registered agent Owners of an LLC are members An individual, partnership, corporation, or another LLC may be a member of an LLC An LLC is an entity separate from its members Creation of the LLC An LLC member has no individual liability on LLC contracts, unless LLC contracts signed in a personal capacity (., as a surety) A member’s liability is usually limited to the member’s capital contributions A member is liable for .
