tailieunhanh - Lecture Business law: The ethical, global, and e-commerce environment (13/e): Chapter 40 - Mallor, Barnes, Bowers, Langvardt

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. | Partnerships 9 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Introduction to Forms of Business and Formation of Partnerships Operation of Partnerships Dissolution & Winding Up Limited Liability Companies & Limited Partnerships Limited Liability Companies & Limited Partnerships P A E T R H C 40 “As work becomes more complex and collaborative, companies where people work together best have a competitive edge.” Daniel Goleman, Working With Emotional Intelligence (1998) Learning Objectives Limited Liability Companies Limited Partnerships and Limited Liability Limited Partnerships Creation of Limited Partnerships Right and liabilities of members and partners Dissociation and dissolution 40 - The limited liability company (LLC) combines advantages of corporation’s protection from personal liability and the favorable tax status of partnership The Uniform Limited Liability Company Act of 1996 (ULLCA) offers default rules similar to RUPA . | Partnerships 9 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Introduction to Forms of Business and Formation of Partnerships Operation of Partnerships Dissolution & Winding Up Limited Liability Companies & Limited Partnerships Limited Liability Companies & Limited Partnerships P A E T R H C 40 “As work becomes more complex and collaborative, companies where people work together best have a competitive edge.” Daniel Goleman, Working With Emotional Intelligence (1998) Learning Objectives Limited Liability Companies Limited Partnerships and Limited Liability Limited Partnerships Creation of Limited Partnerships Right and liabilities of members and partners Dissociation and dissolution 40 - The limited liability company (LLC) combines advantages of corporation’s protection from personal liability and the favorable tax status of 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 40 - An LLC may elect to be taxed like a partnership or a corporation for federal income tax purposes Election as partnership more common Therefore, the LLC pays no federal income tax and all income and losses of the LLC are reported by the LLC’s owner-members on their individual income tax returns At least one person (organizer) files articles of organization with secretary of state Must state whether LLC is member-managed or manager-managed Owners of an LLC are members Operating agreement covers how members will share profits, manage the LLC, and withdraw from the LLC LLC Creation 40 - Articles must include LLC name, duration, and name and address of its registered agent An individual, partnership, corporation, or another LLC may be a member of an LLC An LLC is an entity separate from its members If manager-managed, initial managers must be named A member’s ownership