Limited Liability Companies

News & Analysis as of

EU Commission Proposes Further Harmonisation of Single-Member Companies

The proposed directive seeks to coordinate national requirements concerning the formation, registration, and operation of single-member companies. On 9 April, the European Commission published a provisional draft of a...more

Before This LLC Was Formed, These Members Knew It

The new California Revised Uniform Limited Liability Company Act contains some weird inversions of time and logical order. For example, it allows for the formation of an operating agreement even before an LLC is formed. In...more

North Carolina’s New LLC Statute: Do We Need to Revise Our Operating Agreement?

North Carolina updated its Limited Liability Act effective January 1, 2014. One of the benefits of the limited liability company has been its flexibility. It is a creature of contract, allowing much more flexibility than the...more

Significant Changes to the North Carolina Limited Liability Act

On January 1, 2014, the North Carolina Limited Liability Act was significantly overhauled. Existing Chapter 57C was repealed and 57D was passed in its place. Many of the substantive changes are highlighted below....more

Legislature Shuts The Barn Door After The Horse Has Bolted And Then Burns Down The Barn

Not many people use horses as a means of transportation in the U.S. anymore, but numerous horse related expressions and aphorisms persist in everyday speech, including...more

New Measures Under California’s Uniform Limited Liability Company Act May Complicate Contracts For Real Estate Companies

On January 1, 2014, The California Revised Uniform Limited Liability Company Act (popularly known as RULLCA; Cal. Corp. Code §§17701.01-17713.13) went into effect. RULLCA, a modified version of the Revised Uniform Limited...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Florida’s New LLC Act from the Lender’s Perspective

Last year, Florida Governor Rick Scott signed the Florida Revised Limited Liability Company Act (the New Act) into law. The New Act, which is codified in new Chapter 605 of the Florida Statutes, is a complete rewrite of the...more

How Does Bankruptcy Affect Your Business?

Jeff Field & Associates focuses primarily on personal bankruptcy, but there can be some overlap between personal and business bankruptcy. If your business is established as a limited liability company under Georgia...more

Revised Florida LLC Act Takes Effect January 1, 2014 For Newly-Formed LLCs

New Florida LLC Act Does Not Apply To Existing LLCs until January 1, 2015, Unless Prior Application is Elected - Effective January 1, 2014, the Florida Revised Limited Liability Company Act (the “New Florida LLC Act”),...more

California's Revised LLC Statute Could Have Profound Effects on Entertainment Industry Limited Liability Companies

The use of limited liability companies, or LLCs, is pervasive in the entertainment industry. Writers, actors, directors and other “talent” often render their creative services through single-member “loan-out” LLCs. Providers...more

Contract Found To Exist Despite Revocation Of The LLC’s Charter Five Years Before The Contract Was Signed

Nevada’s LLC Act requires LLCs to file annually a list of managers or managing members. NRS 86.263. If an LLC fails to do so, the Nevada Secretary of State may revoke the LLC’s charter and it will forfeit the right to...more

California Court of Appeal Makes It Easier to Add Business Owners to a Judgment

Individuals form limited partnerships, limited liability companies and corporations to limit their personal liability. These legal structures encourage entrepreneurs to take risks. The California Court of Appeal, Second...more

The Florida Revised Limited Liability Act is Now Effective - What You Need to Know Starting Today

During the 2013 legislative session, the Florida Legislature adopted a complete re-write of Florida's limited liability company statute. The new limited liability company act (the New Act), which is called the Florida Revised...more

Some Valuation Observations Relating To LLC Interests

A recent Tax Court case addressed some interesting issues relating to the estate tax value of an LLC interest. Below is a summary of these issues....more

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