Introduction to Limited Liability Companies

Introduction to Limited Liablity Companies DelCorp's® Introduction to Delaware Limited Liability Companies explains in everyday language, how to organize and operate a Delaware Limited Liability Company. The book contains more than 150 pages and explores all aspects of operating a LLC. Consider purchasing our LLC Forms book with this purchase.

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1. OVERVIEW

1.1.Overview of the Delaware Limited Liability Company Act.

In 1.1.1 and 1.1.2 we discuss the development of the LLC as a new form of business and exactly what is a LLC.

1.1.1. Development of the Limited Liability Company Acts

1.1.2. What is an LLC?

1.2. The LLC as a Legal Entity

This section discusses the LLC as a legal entity separate and legally distinct from its members.

1.3. Overview of Other Potential Business Entities

Sections 1.3.1-5 provide an overview of other choices of business entities and their relative advantages and disadvantages.

1.3.1. Limited Liability Partnerships:
1.3.2. General and Limited Partnerships:
1.3.3. General Corporations:
1.3.4. S Corporations:
1.3.5. Other Entities:
1.4. Tax Treatment of Limited Liability Companies

This section discusses the treatment of LLC under the Internal Revenue Code

1.5. Comparison With Other Entities.

This section provides a comparison of LLC’s and other business entities

1.6. Multi-State Operation.

This section discusses the use of a LLC formed in Delaware doing business in other jurisdictions.

1.7. Protection of Liability.

This section discusses how to protect your personal assets from the claims of the LLC's creditors and how to avoid having the "corporate veil" pierced

2. ORGANIZATION

Sections 2.1-9 walk you through the organization of your new LLC.

2.1. Pre-Formation
2.2. Form: Short Form Subscription Agreement
2.3. Name Reservation
2.4. Form: Name Reservation
2.5. Formation.
2.5.1. Certificate of Formation.
2.5.2. Name.
2.5.3. Registered Agent.
2.5.4. Filing.
2.5.5. Sui Juris.
2.5.6. Notice.
2.6. Form: Certificate of Formation
2.7. Notice to Registered Agent
2.8. Form: Notice of Appointment as Registered Agent
2.9. Term.
2.10. Nature of Business, Purpose.

This section discussed the "purpose clause" in the company agreement.

2.11. Certificate of Amendment.

It is at certain times necessary to file an amendment to the certificate of formation, this section discusses amendments and 2.12 is a form to change the name and the registered agent of the LLC

2.12. Form: Certificate of Amendment to Change Both Name and Registered Agent.
2.13. Restated Certificate.

This section and Forms 2.14-15 relate to filing a restated certificate.

2.14. Form: Amended and Restated Certificate of Formation
2.15. Form: Restated Certificate of Formation

3. OPERATION

Sections 3.1-3 provide forms of company agreement.

3.1. Limited Liability Company Agreement
3.2. Form: Single Member Limited Liability Company Agreement
3.3. Form: Manager Managed Limited Liability Company Agreement

4. CANCELLATION, CORRECTION AND EXECUTION BY JUDICIAL ORDER

When the LLC has competed its operations and dissolves, the final legal step is to cile a certificate of cancellation.

4.1. Certificate of Cancellation.
4.2. Form: Certificate of Cancellation
4.3. Form : Certificate of Correction

If a certificate is filed with the Secretary of State that is incorrect, the company is obligate to correct that incorrect filing, also when the company has filed a certificate of cancellation and then determines that additional actions need to be taken by the LLC, the cancellation is undone by the filing of a certificate of correction.

4.4. Form: Corrected Certificate Pursuant to §18-211(b)
4.5. Execution, Amendment or Cancellation by Judicial Order.

5. MERGER

Sections 5.1-4 discuss and step you through the merger process.

5.1. Merger Process.
5.2. Requirements for a Certificate of Merger or Consolidation.
5.3. Form: Certificate of Merger:
5.4. Form: Certificate of Termination and Merger
5.5. CONVERSION

Delaware permits "other business entities" to convert to a LLC and permits a LLC to convert to an "other business entity."

5.5.1. Process of Conversion.
5.6. Form: Certificate of Conversion of LLC to a Corporation

Pursuant to Section 265(c)(4) of the GCL*

5.7. Form: Certificate of Conversion of a Corporation to an LLC

Pursuant to §18-214 (a)*

5.8. Approval of the Conversion of a LLC to Another Entity.

6. COMPANY AGREEMENT

Sections 6.1-19 discuss the company agreement.

6.1. Background.
6.2. Indemnification.
6.3. Contractual Appraisal Rights.
6.4. Members and Managers Not Responsible for Company Debts.
6.5. Admission of Members.
6.6. Assignee of a Member's Interest.
6.7. Members Have No Interest in Company Property.
6.8. Form: Joinder Agreement:
6.9. Form: Amendment to Admit Non-Member:
6.10. Repurchase of Interests.
6.11. Death of Members.
6.12. Resignation of Members.
6.13. Remedies for Breach of a Company Agreement by a Member.
6.14. Series of Members, Managers or Company Interests.
6.15. Classes and Voting.
6.16. Disputes Among Members, Managers.
6.17. Bankruptcy of a Member.
6.18. Access to and Confidentiality of Information; Records.
6.19. Fiduciary Duties.

7. REGISTERED AGENT

Sections 7.1-4 explain the function of the registered agent.

7.1. Registered Agent.
7.2. Service of Process.
7.3. Registered Office.
7.4. Responsibility of the Registered Agent

8. MANAGERS

Sections 8.1-5 explain the function of the manager in a manager managed company.

8.1. Management of the Company.
8.2. Admission and Resignation of Managers.
8.3. Classes or Groups of Managers.
8.4. Reliance Upon Company Records.
8.5. Delegation of Rights and Powers to Manage.

9. FINANCES

Sections 9.1-6 discuss the capital contributions and the distributions of income and expense to the members.

9.1. Form of Contribution.
9.2. Liability for Contribution.
9.3. Allocation of Profits and Loss, and Distributions.
9.4. Distributions on Resignation.
9.5. Creditor Status Following Unpaid Distributions.
9.6. Limitation on Distribution.

10. COMPANY INTERESTS

Company interests, often described as membership interests, are discussed in 10.1-4

10.1. Nature of Interest.
10.2. Assignees. (§18-702)
10.3. Right of Assignee to Become a Member.
10.4. Charging Orders.

11. DISSOLUTION

When the company's business comes to an end, the company dissolves. This is discussed in 11.1-4.

11.1. Dissolution.
11.2. Judicial Dissolution.
11.3. Winding Up.
11.4. Distribution of Assets.

12. FOREIGN LIMITED LIABILITY COMPANIES

Any company not formed under the laws of the jurisdiction in which it is to do business is called a “foreign” company. Sections 12.1-6 discuss this under Delaware law.

12.1. Law Governing.
12.2. Registration of a Foreign Limited Liability Company.
12.3. Issuance of Registration.
12.4. Name, Registered Office, Registered Agent.
12.5. Doing Business in Delaware Without Registration.
12.6. Service of Process Upon Registered and Unregistered

Foreign Limited Liability Companies.

13. DERIVATIVE ACTIONS

Derivative actions are actions brought against a company, its member or managers in the name of that company to recover money or property.

13.1. Right to Bring Action.

14. MISCELLANEOUS

Sections 14.1-4 discuss important legal issues not covered under one of the previous sections.

14.1. Construction and Application of Chapter and Limited

Liability Company Agreement.

14.2. Conflicts with the UCC.
14.3. Cases Not Provided For In This Chapter.
14.4. Cancellation of Certificate of Formation for Failure to Pay

Taxes and Revival of Domestic Limited Liability Company.

OUR PUBLICATIONS

Introduction to Limited Liability Companies explains on more than 150 pages, using everyday language, how to organize and operate a Delaware Limited Liability Company.

Delaware LLC Forms contains 18 forms on more than 300 pages. Every Delaware LLC needs a company agreement and our book includes 6 separate types of LLC company agreements with optional terms. Our book gives you the basic forms you need to organize and operate your LLC including 6 limited liability company agreement forms. The book includes all of the forms in Word® format on a convenient CD.

Introduction to Delaware Corporations explains the basics of Delaware corporate law in easy to understand language on more than 190 pages. The book also contains all of the Corporate Forms contains 68 forms you will need to organize and operate your corporation plus 20 sub forms. Along with your book you will receive all of the forms in Word® format on a convenient CD.