Term
| Limited Liability Company (LLC) |
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Definition
| An unincorporated business entity that combines the most favorable attributes of general partnerships, limited partnerships, and corporations |
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| LLC is taxed as a partnership unless it elects to be taxed as a corporation |
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| The formal documents that must be filed at the secretary of state's office of the state of organization of an LLC to form an LLC |
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| Amendments to the Articles of Organization |
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| An LLC that has no specified term of duration |
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| An LLC that has a specified term of duration |
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| A document that evidences a member's ownership interest in an LLC |
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| An agreement entered into among members that governs the affairs and business of the LLC and the relations among members, managers, and the LLC |
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| Agreement of Conversation |
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Definition
| A document that states the terms for converting an existing business to an LLC |
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| A member's ownership interest in an LLC that entitles the member to receive distributions of money and property from the LLC |
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| The liability of LLC members for the LLCs debts, obligations, and liabilities only to the extent of their capital contributions |
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| A person who intentionally or unintentionally (negligently) causes injury or death to another person. A person liable to persons he or she injures and to the heirs of persons who die because of his or her conduct. |
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| An LLC that has not designated it is a manger-managed LLC in its articles of organization and is managed by its members |
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| An LLC that has designated in its articles of organization it is a manager-managed LLC and whose nonmanager members give their management rights over to designated managers |
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Definition
| A duty owed by a member of a member-managed LLC and a manager of a manager-managed LLC to be honest in his or her dealings with the LLC and to not act adversely to the interests of the LLC |
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Definition
| A duty owed by a member or manager of an LLC not to engate in (1) a known violation of law, (2) intentional conduct, (3) reckless conduct, or (4) grossly negligent conduct that injures the LLC |
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Definition
| When a member withdraws from (1) a term LLC prior to the expiration of the term or (2) an at-will LLC when the operating agreement eliminates a member's power to withdraw |
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Term
| Statement of Disassociation |
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Definition
| A document filed with the secretary of state that gives constructive notice that a member has disassociated from an LLC |
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Term
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Definition
| The docs that are filed with the sec of state to end an LLC as of the date of filing or upon a later effective date specified in the articles |
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