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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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- Spring '11
- Business Law, Corporation, Limited Liability Company