BLAW II - a The “rules of operations” – equivalent to...

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31, 32, 34, 35, 36, 37, 51 Chapter 37 I. LLCs a. Limited Liability Company b. Must operate “LLC”, “Limited Liability Company” c. Asset protection strategy i. See McFarland at p760 1. McFarland is a guy who works at a Nursing home and something happens that he thinks is wrong. He calls the Virginia Licensing company to complain. Whistleblower complains and company retaliates and fires him. 2. He sues the owners of the LLC. His position is very simple and he said they are part of the managing group. He is trying to sue each individual person. 3. Can these individuals who own membership interest can be kept in the lawsuit as defendants? No because LLC is used to protect the investors. LLC to protect personal liability. d. Certificate of Formation - $300 (required) e. Name – must be available f. FEIN – (required) II. Secretary of State Website a. b. See “Selecting a Business Structure” c. “Forms” i. See #205-Certificate of Formation III. Operating Agreement
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Unformatted text preview: a. The “rules of operations” – equivalent to corporate by –laws. (Required) b. Members own LLC – not shareholders c. Operating Agreement – key terms i. Registered office; registered agent; purpose; term ii. Management – 1. Manager-managed 2. Member-managed (all, by majority vote) iii. Authority-scope of authority IV. Management a. Meetings – no requirement as in company b. Member removal c. Buyout formula i. Right of first refusal offered to exiting members ii. Prevents disputes (“Net Assets Value”) V. Joint Venture a. See p 766 b. Combination of two or more persons/entities for a project(s) or transaction(s) c. Key – Sharing of profits/losses d. Risk sharing i. Enormous Department of Defense contracts ii. High tech projects VI. Characteristics a. Partnership last longer b. SWP Associates on p. 766 JV like a partnership c. Agent can bind entity like partner can bind a partnership VII. Other Entities a....
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BLAW II - a The “rules of operations” – equivalent to...

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