Limited Liability Company

1. LLC formationa. 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 LLCd. The Initial Report must include the location and municipal address of the

LLC’s registered office, the name and municipal address of each of the LLC’s 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 LLC’s business, except for the dispositions (alienation, lease or encumbrance) of the LLC’s immovable property.

i. Voting Rights1. 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 member’s 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 members2. Compromise of contribution obligation.

ii. Except for the few decision that require majority approval1. 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/manager’s 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.