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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. Casesa. 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.

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.