Chapter 38 LLC's & JV's
Bee Hive Honey, LLC's members include Charlie and Donna. For purposes of suing and being sued, Bee Hive Honey is
A legal entity apart from it's members
Home Healthcare, LLC's owners are Inez and Jan. For purposes of entering into contracts, Home Healthcare is
A legal entity apart from its owners
Jeremy is considering forms of business organizations, including the limited liability company (LLC), for his concessions business—Kettle Popt-Korn. Most states require that an LLC have
At least one member
Michel is a citizen of France. With respect to a limited liability company in the United States, Michel can
Become a member
Rollo is a member of Smooth Operators LLC, a limousine service. Rollo's relationship to Smooth Operators ends, but the firm continues to do business. This is
Dissociation
Start-Ups, LLC, is a limited liability company without a written operating agreement. Among the members, a dispute arises concerning the division of profits. Under most LLC statutes, the profits will be
Divided equally among the members.
Western Rodeo LLC is a limited liability company (LLC). Like other LLCs, for federal jurisdictional purposes, Western Rodeo is most likely a citizen of
Every state of which its members are citizens.
Courts can never "pierce the corporate veil" of a limited liability company to expose shareholders to personal liability
False
Every limited liability company is a citizen of every state.
False
For federal income tax purposes, one-member limited liability companies are never taxed as corporations.
False
Foreign investors cannot participate in a limited liability company.
False
Generally, a dissociated member of a limited liability company (LLC) has the right to buy his or her interest in the LLC from the other members.
False
Generally, if a member dissociates from a limited liability company (LLC), the other members cannot continue to carry on the LLC's business.
False
If a dispute arises and the applicable limited liability company statute does not cover the issue, a court will most likely dismiss the case.
False
In a limited liability company, the management may consist of members or nonmembers, but not both.
False
In many states, an operating agreement is required for a limited liability company to exist.
False
In most states, a limited liability company can have only a limited number of members.
False
In most states, a limited liability company must have at least two members.
False
Like the shareholders of a corporation, the owners of a limited liability company are liable for the obligations of the firm to the full limit.
False
Limited liability companies (LLCs) are governed by federal LLC statutes.
False
Limited liability companies cannot enter into contracts or hold title to property.
False
Most states apply to a limited liability company (LLC) formed in another state the law of the state where the LLC currently does business.
False
Normally, a member who dissociates from a limited liability company (LLC) has the right to force the LLC to dissolve.
False
The members of a limited liability company have unlimited liability for any loss or injury caused by the wrongful acts or omissions of the firm.
False
To form a limited liability company, articles of organization must be filed with the federal Small Business Administration.
False
Under most limited liability company statutes, if the members do not specify how profits will be split, they are divided in proportion to the members' capital investment.
False
When a limited liability company is dissolved, any member, including those who wrongfully dissociated, may participate in the winding up process.
False
Tax Accounting, LLC, is a member-managed limited liability company. If the law in Tax Accounting's state is like the law in most states, unless the members have agreed otherwise, decisions are made according to
Majority vote
Data Analytics, LLC, is a limited liability company. Unless the articles of organization specify otherwise, it will most likely be assumed that the firm is
Member-Managed
Jeri and Knute are members of Lighthouse Tours LLC, a limited liability company. With respect to Lighthouse Tours's liabilities, as members, Jeri and Knute are shielded from
Personal liability
A limited liability company can be held liable for any loss or injury caused by the wrongful acts or omissions of its members in the course of business.
True
A limited liability company can be taxed as a corporation.
True
Limited liability companies are entities apart from their owners.
True
Limited liability company operating agreements can provide whether formal members' meetings will be held.
True
Members of a limited liability company (LLC) can stipulate in their operating agreement how managers will be chosen or removed.
True
Members of a limited liability company can stipulate in their operating agreement provisions relating to dissolution.
True
The courts have tended to regard a limited liability company as a citizen of every state of which its members are citizens.
True
Typically, the articles of organization of a limited liability company (LLC) include information on how the LLC will be managed.
True
Unless a limited liability company indicates otherwise, the Internal Revenue Service automatically taxes it as a partnership.
True
Custom Auto, LLC, is a limited liability company. Its members include Dennis and Emma. Like other LLCs with more than one member, unless indicated otherwise, the firm will automatically be taxed as
a partnership
Cliff is a member of Dental Clinic, LLC. Cliff can participate in the firm's management to
any extent
Beth and Carol want to form a limited liability company to manage their business, DoReMi Music. Their state has adopted the Uniform Limited Liability Company Act, which has been adopted in
less than one-fifth of the states.
Phone Apps, LLC, is a limited liability company. Among its members, a dispute arises that the operating agreement does not cover. The dispute is governed by
the applicable state LLC statute.
Dana is a member of Earthground Coffee, LLC, a limited liability company. Dana is liable for Earthground's debts
to the extent of her investment in the firm.