Limited Liability Company

Power to bind the LLC

(i) as an agent of the LLC; (ii) by grant of authority to do so under the articles or operating agreement; (iii) by grant of authority pursuant to a filed statement of authority (SoA); or (iv) by having status as an agent, an authority, or a power under the common law

Member action binds the LLC if:

Action apparently in the ordinary course of the LLC's activities, unless the member had no authority to act in the particular matter and the third party had knowledge or notice that the member lacked authority; or The member is authorized by the appropriate vote of the members

Operating Agreement (Cont)

May be implied and/or in a record (any information retrievable in perceivable form). Pre-formation agreements are not operating agreements

Manager-managed LLC

a manager is an agent of the LLC; manager actions are treated in same manner as the act of a member in a member-managed LLC

New members

admitted (i) as provided in the operating agreement; (ii) as the result of a merger, interest exchange conversion, or domestication; (iii) with the consent of all the members; or (iv) by consent of a transferee at the time of dissolution

Creation

by signing and delivering the articles of organization to the Department of State

Limited Liability Company (LLC)

combines the pass-through tax advantage of a partnership and the limited liability of a C

Member-managed LLC

each member is an agent of LLC

Member rights

include voting rights, distribution rights, appraisal rights, and right to bring derivative actions; may have voting or managerial rights without being entitled to receive distributions

Management

member-managed unless the articles or operating agreement provide otherwise

Operating agreement

members can adopt an operating agreement governing their affairs. Generally takes precedence over statute, but may not vary statutory provisions governing registered agents, dissolutions, mergers, indemnities, and the rights or obligations of members and managers

Membership

must have at least one member at formation

Articles of organization

must state the (i) proper name of the LLC; (ii) address of the principal office; and (iii) name, address, and written acceptance of the registered agent

Statement of authority (SoA)

the LLC may file a SoA regarding the status or position of a person in the LLC; may also delineate the limitations on each person's authority