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