Business Law - Chapter 38
Most state LLC statutes and the ULLCA provide that unless the articles of organization specify otherwise, an LLC is assumed to be ___ -managed.
member
LLC members have two options for managing the firm: it can be either a "____" LLC or a "____" LLC.
member-managed, manager-managed
The owners of an LLC are called ___.
members
The members of an LLC can decide how to operate the various aspects of the business by forming an __.
operating agreement
A joint venture is taxed like a ___.
partnership
An LLC that has only one member cannot be taxed as a ___.
partnership
If a dispute arises and the state's LLC statute does not cover the issue, courts sometimes apply the principles of ___ law.
partnership
Unless an LLC indicates that it wishes to be taxed as a corporation, the IRS automatically taxes it as a ___
partnership
Cooperatives that are not incorporated are often treated like ___.
partnerships
A joint stock company can have a ___ existence.
perpetual
Persons who are forming a corporation may enter into contracts during the process of incorporation but before the corporation becomes a legal entity. These contracts are referred to as ____ contracts.
preincorporation
Once the corporation is formed and adopts the ___, it can enforce the contract terms.
preincorporation contracts
An LLC will be bound by the ___ of its members during the winding up process.
reasonable acts
___ are formed to control the market and thereby enable members to sell their goods at higher prices.
seller marketing co-ops
In a joint stock company, property usually is held in the names of the owners, who are called ___, and they have ___ liability.
shareholders, personal
LLCs are governed by ___ statutes.
state
In a ___, or investment group, several individuals or firms join together to finance a particular project, such as the construction of a shopping center or the purchase of a professional basketball franchise.
syndicate
Members of incorporated cooperatives have ___ liability.
limited
A ___ is a hybrid that combines the limited liability aspects of a corporation and the tax advantages of a partnership.
limited liability company
For national trademark protection, the business must be the first to register the trademark with the U.S. ___.
Patent and Trademark Office
Even if the trademark is not registered the __ symbol can be used.
TM
ULLCA stands for __.
Uniform Limited Liability Company Act
In a joint stock company, shareholders are not considered to be ___ of each other, as they would be in a true partnership.
agents
A joint stock company is formed by ___, not statute.
agreement
Sometimes, when a corporation is deemed to be merely an "____" of the shareholder-owner, a court will pierce the corporate veil and hold the shareholder-owner responsible.
alter-ego
A court may apply the ___ when a shareholder commingles personal and corporate funds or fails to observe required corporate formalities.
alter-ego theory
To form an LLC, ___ must be filed with a central state agency.
articles of organization
In a business trust the profits are distributed to the __.
beneficiaries
A ___ is created by a written trust agreement that sets forth the interests of the beneficiaries and the obligations and powers of the trustees.
business trust
Trade secrets are protected under the ___ law.
common
___ are formed to obtain lower prices through quantity discounts.
consumer purchasing co-ops
A ___ is an association that is organized to provide an economic service to its members.
cooperative
A syndicate may be organized as either a ___ or a ___.
corporation, partnership
For federal income tax purposes, one-member LLCs are automatically taxed as sole proprietorships unless they indicate that they wish to be taxed as ___.
corporations
___ is a cooperative activity in which people network and pool funds and other resources via the Internet to assist a cause or invest in a venture.
crowdfunding
Regardless of whether a member's dissociation was wrongful or rightful, normally the dissociated member has no right to force the LLC to ___.
dissolve
In states that have adopted the ULLCA, the LLC must purchase the interest of a dissociated partner at ___ within ___ days after the dissociation.
fair value, 120
The symbol (R) may be use if the trademark is ___ registered.
federally
Under the ULLCA, managers in a manager-managed LLC owe ___ duties to the LLC and its members.
fiduciary
Joint venturers owe each other the same ___ duties, including the duty of ___, that partners owe each other.
fiduciary, loyalty
An LLC formed in one state but doing business in another state it is referred to in the second state as a ___.
foreign LLC
The members of a joint venture have less __ and ___ authority than the partners in a partnership.
implied, apparent
The members of a cooperative have ___ for the cooperative's acts.
joint liability
A ____ company is a true hybrid of a partnership and a corporation.
joint stock company
In a ___, two or more persons or business entities combine their efforts or their property for a single transaction or project or a related series of transactions or projects.
joint venture
Another similarity between corporations and LLCs is that LLCs are ___ apart from their owners.
legal entitites
If a member's dissociation violates the LLC's operating agreement, it is considered ___, and the dissociated member can be held liable for damages caused by the dissociation.
legally wrongful
Ownership of a joint stock company is represented by ____.
transferable shares of stock
In a business trust legal ownership and management of the trust's property stay with one or more of the __.
trustees
An LLC that has ___ or more members can choose to be taxed as either a partnership or a corporation.
two
The main disadvantage of the LLC is that state LLC statutes are not ___.
uniform
___, often organized into major firms, seek out promising enterprises and fund them in exchange for equity stakes.
venture capitalists