Limited Liability Company

if an llc is member managed

- each member has equal rights & authority to participate in management, & -management decisions require action by a majority of members, unless otherwise provided in the Operating Agreement

Unless otherwise stated in Operating Agreement, unanimous consent of members is required for certain major actions, including

-amending the Operating Agreement; -admitting a person as a member; -selling substantially all the assets of the LLC; -approving a plan of merger; & -dissolving the LLC.

if an llc is manager managed

-each manager has equal rights & authority to participate in management of the LLC, & -management decisions require action by a majority of managers, unless otherwise provided in the Operating Agreement

how many owners are necessarry for an llc?

1 owner (member) but there may be more

Tax in LLc

LLC's are gen taxed like partnerships for income tax purposes (pass-through taxation).

strategic management

NC Business Court considered whether a member of a NC LLC who owns a majority interest in the company owes fiduciary duties to those who own minority interests. Court concluded that majority ownership alone is not enough to make a member subject to fiduciary duties in favor of the company's other members. -Cant convert intangible

timbercreek

The court concluded that a person with"permission to control and make decisions for [a limited liability company] and ... vested with discretion and independent judgment in managing and operating its business" is a "company official" under the North Carolina Limited Liability Company Act (the "LLC Act") and therefore owes fiduciary duties to the company.

liability in llc

all members of an llc are protected from personal liability for the obligations of the llc

managers of an llc have what types of duties?

fiduciary duties of loyalty and care cedision makers owe duties to whose who are reliant on those duties member managed llc= fid duties owed by memb to other memb manager managed llc- manager owed fid duties to members members that are not managers owe no duty

LLCmanagement

may be managed by members or managers (who may also be membs) two types of management structures: 1. member managed 2. manager managed

formation of llc

must file articles of organization with the secretary of state

relations between members are frequently controlled by

operating agreement

Many state's articles of org specify llc is member managed unless

operating agreement say otherwise