Limited Liability Company

1. LLC formation
a. A L. L. C is effectively formed when two documents are filed with the
Office of Secretary of State.
b. The necessary documents to form a L.L.C. are Articles of Organization
and Initial Report.
c. The Articles of Organization must include name (including LLC
designation) and purpose of LLC
d. The Initial Report must include the location and municipal address of the
LLCs registered office, the name and municipal address of each of the
LLCs registered agents, and a notarized affidavit of acceptance executed
by each of the registered agents, and the names and municipal addresses of
the initial members or, if the LLC is to be manage-managed, the initial
mangers.
e. The Article of Organization must be filed must be acknowledged or
executed by authentic act
f. The Initial Report must be singed by the same person who signed the
article ( or a duly authorized agent)
2. Difference of Member managed and manger managed Limited Liability
Company.
a. Member managed is each member is mandatary of the LLC for all matters
in the ordinary course of the LLCs business, except for the dispositions
(alienation, lease or encumbrance) of the LLCs immovable property.
i. Voting Rights
1. each member receives one vote on matters brought before
the members. All matters, except for the admission of new
members of the compromise of a members contribution
obligation( which requires unanimity) maybe be decided
by a majority vote of the members.
b. Managed-managed Limited Liability Company is the manager rather than
the members hold all of the normal mandatary authority.
i. Except for the few decision that require unanimous approval by
members
1. Admission of new members
2. Compromise of contribution obligation.
ii. Except for the few decision that require majority approval
1. merger or an amendment to the articles or operating
agreement.
3. The liability protection afforded to a member of an LLC are not personally liable
for the obligation (for a debt, obligation, or liability of the limited liability
company) of the LLC, except in the case of members or managers how have
management authority and thereby a fiduciary duty to the company shall be liable
to the LLC for any damages it incurs as a result of the member/managers gross
negligence or intentional misconduct.

4. A creditor of a limited liability company who extends credit after a member signs
a writing which reflects the obligation and before any such election to forfeit the
membership interests is made may enforce the original obligation to the extent
that the limited liability company refuses or is unable to honor the extension of
credit.
5. The initial report and articles of organization must be made public. The member
contribution is not required to be made public.
6. An enforceable operation agreement of an LLC may be made oral (handshake
agreement) and writing.
7. When the LLC contains only the minimal organizational requirement for
formations and a member dies, the legal consequences on the continuation of the
LLC is the LLC continues; however, the member's membership ceases and the
member's executor, administrator, guardian, conservator, or other legal
representative shall be treated as an assignee of such member's interest in the
limited liability company.
Registered Limited Liability Partnership
1. The requirements and filing for a partnership to become registered LLP are
1. To become a registered limited liability partnership, a partnership shall file
with the secretary of state an application stating the name of the partnership,
the address of its principal office, the number of partners, and a brief
statement of the business in which the partnership engages.
2. The application shall be executed by a majority in interest of the partners or
by one or more partners authorized by a majority in interest of the partners.
3. The application shall be accompanied by a fee of one hundred dollars.
4. The secretary of state shall register or renew any partnership that submits a
completed application with the required fee.
5. Registration is effective for one year after the date the registration is filed,
unless voluntarily withdrawn by filing with the secretary of state a written
withdrawal notice executed by a majority in interest of the partners or by one
or more partners authorized by a majority in interest of the partners.
6. The secretary of state may provide forms for application for or renewal of
registration.
2. The liability protection afforded to a member of a LLP are that a partner is not
individually liable for the liabilities and obligations of the partnership arising
from tortious conduct committed in the course of the partnership business by
another partner or a representative of the partnership.
3. The liability protection afforded to a member of a LLC is not personally liable
for the obligation (for a debt, obligation, or liability of the limited liability
company) of the LLC.
4. The Partnership of Commendam is liable for the obligation of the partnership
only to the extent of the agreed contribution.

5. Cases
a. Advance
i. The certificate of organization shall be conclusive evidence of the
fact that the limited liability company has been duly organized
ii. A capital contribution does not have to be in the form of cash, and
that he made capital contributions to advanced via his past
experience, good will, services rendered and equipment he
contributed, which assisted this business in its infancy.
b. F&G Invmts
i. A member of an LLC is not personally liable (same protection as
corporation)
c. Rossi Article
i. The individual is tax and not the LLC.
ii.
d. Hamilton
i. Piercing LLC veil (limited exception)
1. Where the shareholders acting through the corporation
commit fraud or deceit on a third party
2. Where the shareholders have failed to conduct the business
on a corporate footing.
a. The shareholder disregard the corporate formalities
to such an extent that the shareholder and the
corporation became indistinguishable or
b. Such unity existed that separate individualities
cease and the corporation was operated as the alter
ego of the shareholder
ii. The determination of whether to allow piercing of the corporate
veil is made by considering the totality of the circumstance
1. failing to follow statutory formalities for incorporating and
transacting corporate affairs,
2. undercapitalization
3. failing to maintain separate bank accounts and
bookkeeping records
4. failing to hold regular shareholder and director meetings
iii. Have allowed a piercing of the c operate veil, there exists one
majority stockholder, either an individual or a corporation, which
is found to be operating the corporation as its alter ego or as an
instrumentality of the shareholder
e. Sage

i. Laws that are classified as interpretative or procedural, however,

can not be applied retroactively if so do so would run afoul foul
constitution prohibitions against, laws that impair the obligation of
contracts.