Limited Liability Companies and Special Business Forms

Which state became the first to pass legislation authorizing the creation of a Limited Liability Company (LLC) in 1977?

What significant ruling did the Internal Revenue Service (IRS) make in 1988 that encouraged the widespread adoption of Limited Liability Company (LLC) statutes across the United States?

What is the primary document that must be filed with a state agency, such as the secretary of state's office, to formally create a Limited Liability Company (LLC)?

A Limited Liability Company (LLC) formed in Nevada but doing business in California is referred to in California as what type of LLC?

According to the Uniform Limited Liability Company Act (ULLCA), if an LLC's operating agreement does not specify how profits will be divided, what is the default rule?

In the case Kuhn v. Tumminelli, Joseph Tumminelli was a 50 percent owner of an LLC and managed its day-to-day operations. What gave him the legal authority to endorse and cash checks payable to the LLC, even for fraudulent purposes?

What is the primary legal distinction between a joint venture and a partnership?

Which of the following special business forms is a hybrid of a partnership and a corporation, characterized by ownership represented by transferable shares of stock and management by directors and officers?

What happens to a member's rights and duties upon dissociation from a Limited Liability Company (LLC)?

In the case SPW Associates, LLP v. Anderson, what was the crucial fourth element the court looked for to determine if a joint venture existed, besides contribution, control, and a contract?

A business trust is created by a written trust agreement that sets forth the interests of the beneficiaries and the powers of the trustees. Who holds legal ownership and management of the trust's property?

An association organized to provide an economic service to its members, which may or may not be incorporated and often distributes profits based on members' transactions rather than capital contribution, is known as a:

In a manager-managed LLC, to whom do the managers owe fiduciary duties, including the duty of loyalty and the duty of care?

Under the Uniform Limited Liability Company Act (ULLCA), if a member's dissociation violates the LLC's operating agreement, what is the consequence for the dissociated member?

When an LLC is dissolved, what is the first priority for the distribution of the LLC's assets?

What is a key advantage of a Limited Liability Company (LLC) that allows it to continue beyond the illness or death of its members?

In the context of the McFarland v. Virginia Retirement Services of Chesterfield, L.L.C. case, what was Penny McFarland's official role at Magnolia's retirement community?

What is the term for a group of individuals or firms that get together to finance a particular project, such as building a shopping center or purchasing a professional basketball franchise?

For federal income tax purposes, how is a single-member LLC automatically taxed unless it elects to be treated otherwise?

What is a major disadvantage of the Limited Liability Company (LLC) form of business for companies that operate in multiple states?

In the case of SPW Associates, LLP v. Anderson, what was the nature of the business agreement between Murdo Cameron and Douglas Anderson?

Under the ULLCA, when a member dissociates from an LLC, within how many days must the LLC purchase the member's interest at 'fair' value?

In what way is a joint venture's authority different from that of a partnership?

Which of the special business forms listed below is a true hybrid that is formed by agreement like a partnership, has shareholders with personal liability, but is managed by directors and officers like a corporation?

In the case McFarland v. Virginia Retirement Services of Chesterfield, L.L.C., why was the executive director, Mary Dunmoyer, not dismissed from the lawsuit along with the other individual defendants?

What is the primary purpose of a cooperative business form?

What happens if an LLC's operating agreement is silent on an issue and the state's LLC statute also does not cover it?

When a member dissociates from an LLC, they lose the right to participate in management. What duty continues, but only with respect to events that occurred before the dissociation?

In the case of Kuhn v. Tumminelli, what was the stated purpose of the New Jersey Limited Liability Company Act enacted in 1994?

A key advantage of forming an LLC is the limited liability of its members. What does this mean for the members' risk of loss?

In a joint venture, how are profits and losses typically shared unless the parties agree otherwise?

What is the typical consequence for the continuity of a joint venture if one of the members dies?

Unlike a partnership, what is the usual effect on a joint venture when one of its members dies?

What are the owners of an LLC called?

In the reviewing case for Chapter 37 concerning Davidson Masonry, LLC, and Shana Lafayette, what kind of special business form was created by their agreement to work together on the bridge project?

In the reviewing case about Davidson Masonry, LLC, the agreement stated that overall profits would be split with 25 percent going to Lafayette and 75 percent going to Davidson Masonry. If Lafayette had entered into a contract to rent a warehouse without Davidson Masonry's knowledge, would a court likely hold Davidson Masonry bound by that contract?

What is the primary function of a business trust?

In the case of Kuhn v. Tumminelli, what was the percentage of ownership held by Joseph Tumminelli in the LLC?

What is required by a few states, in addition to filing the articles of organization, when forming an LLC?

If a member of an LLC has a dispute with other members over an issue not covered by the operating agreement or the state LLC statute, which body of law will courts generally apply to resolve the dispute?

What is the typical outcome for an unincorporated business with two or more members that does not specify its tax status on its IRS tax form?

According to the ULLCA, in a member-managed LLC, how are decisions on ordinary matters of business typically made?

What is a significant difference in the formation of a joint stock company compared to a corporation?

What type of court order can a member or group of members of an LLC seek if they believe the LLC should be dissolved due to illegal or oppressive conduct by other members?

Which of the following business forms has beneficiaries who are generally not personally responsible for the entity's debts or obligations?

In the case McFarland v. Virginia Retirement Services of Chesterfield, L.L.C., the court noted that the Virginia Limited Liability Company Act shields members from personal obligation for LLC liabilities that arise 'solely by reason of being a member, manager, organizer or agent.' What does this imply about liability?

In the reviewing case about Davidson Masonry, LLC, what percentage of the profits was Shana Lafayette to receive for her work on the bridge project?

Which of these special business forms is a group of individuals or firms that get together to finance a particular project?

Unlike a corporation, what is a common requirement for an LLC regarding its annual meetings?

What did the court in Kuhn v. Tumminelli emphasize about the New Jersey LLC Act regarding the structure and procedures of an LLC?