Law 3220 Chapter 14

The protections from personal liability provided by a limited liability partnership ____________ the same in each state.

Are not

A partnership agreement may include procedures for collecting additional contributions from partners as necessary, a process known as a _____________ call.

Capital

Debt and the sale of equity ownership are the primary ways an LLC is ________________.

Capitalized

A business entity that shares characteristics of both partnerships and corporations is a LLC, or limited liability ________.

Company

A limited liability company (LLC) offers its principals the same amount of liability protection afforded to principals of a(n) ____________.

Corporation

LLCs may select between being taxed as a partnership or as a(n):

Corporation

One party may ask a court to clarify what the law says, i.e., what the various parties' rights and obligations are, by seeking a __________ judgement from the court, before proceeding with further legal action.

Declaratory

An LLC operating agreement will often include provisions for day-to-day operations, as well as what will happen on the __________________ or end of the LLC.

Dissolution

____________ of an LLC is a liquidation or termination process that will close the business.

Dissolution

If LLC members have engaged in fraud or other bad conduct, a court may rely on ___________ as the rationale to require members to compensate damaged parties.

Fairness

Managers of an LLC owe the members the __________ duties of care and loyalty.

Fiduciary

State laws that govern LLCs include provisions for both initial _______ of the LLCs and the default rules in case the owners do not set their own standards of operation.

Formation

Before lending an LLC money, a lender may require the owners to provide a personal __________ so that the owner will still be liable for the company's debt.

Guarantee

IF an LLC has total assets less than the sum of its liabilities and it cannot pay its debts in the ordinary course of business, the LLC is considered ___________ under the RULLCA.

Insolvent

Articles or certificates of organization are filed with the state to create a(n) ___________

LLC

The business form that provides some liability protection for partners in a general partnership is a ________.

Limited Liability Partnership (LLP)

Owners of an LLC owe each other the fiduciary duties of care and ___________.

Loyalty

Two options for the management of an LLC are to be __________-managed or __________-managed.

Member, Manager

Basic information required by the state to create an LLC typically includes the ________ of the business, its principal location, and the names of its members.

Name

The members of an LLC agree on how to operate the business in a(n) ____________ agreement.

Operating

The ____________ agreement of the LLP often controls the amount and methods of capitalizing the business.

Partnership

Partners in a limited liability partnership (LLP) may establish rules to run the business, establish governing bodies, and plan for capital calls in the _________.

Partnership Agreement

LLPs obtain capital through debt or through selling __________ ______________ for ownership in the LLP itself.

Partnership equity

The "limited" in LLC refers to the idea that LLC members are protected from ____________ liability for any business debt or liability if the venture fails.

Personal

Partners in a general partnership may wish to convert to an LLP in order to avoid the _________ liability they could otherwise incur for each other's mistakes, or for the partnership debts.

Potential

What form should a general partnership file in order to become a limited liability partnership (LLP)?

Statement of Qualification

The ULCCA is the model statute used by most _________ to govern LLCs.

States

If an LLC has no operating agreement, it will be governed by the default rules set out by the state's LLC ____________.

Statute

LLCs and LLPs were created to allow business principals to avoid double _________ while still providing limited liability.

Taxation