The document discusses the jurisdictional requirements and advantages and disadvantages of limited liability companies (LLCs). For jurisdictional purposes, the citizenship of an LLC is determined by the citizenship of its members. This differs from corporations, whose citizenship is based on the state of incorporation and principal place of business. LLCs provide limited liability for members as well as flexibility in taxation and management structure. However, their treatment can vary between states for companies operating in multiple locations.
The document discusses the jurisdictional requirements and advantages and disadvantages of limited liability companies (LLCs). For jurisdictional purposes, the citizenship of an LLC is determined by the citizenship of its members. This differs from corporations, whose citizenship is based on the state of incorporation and principal place of business. LLCs provide limited liability for members as well as flexibility in taxation and management structure. However, their treatment can vary between states for companies operating in multiple locations.
The document discusses the jurisdictional requirements and advantages and disadvantages of limited liability companies (LLCs). For jurisdictional purposes, the citizenship of an LLC is determined by the citizenship of its members. This differs from corporations, whose citizenship is based on the state of incorporation and principal place of business. LLCs provide limited liability for members as well as flexibility in taxation and management structure. However, their treatment can vary between states for companies operating in multiple locations.
- An LLC is a legal entity separate from its owners.
- Under the federal jurisdiction statute, a corporation is deemed to be a citizen of the state where it is incorporated and maintains its principal place of business. The statute does not mention the state citizenship of partnerships, LLCs, and other unincorporated associations => the LLC may be treated differently than a corporation. - Citizenship of an LLC is the citizenship of its members, which may live in multiple jurisdictions. - The state citizenship of an LLC may come into play when a party sues the LLC based on diversity of citizenship.
Advantages of the LLC:
+ Limited Liability: The LLC as an entity can be held liable for any loss or injury caused by its members' wrongful acts or omissions. Members are liable for the amount of investment. (In the case, "Hodge v. Strong Built International, LLC", a consumer died as a result of using an allegedly defective product made and sold by an LLC. The consumer’s children sought to hold the LLC’s sole member and manager personally liable for the firm’s actions.) khỏi đưa vào slide đoạn này ạ. + Flexibility in Taxation: Two or more members can choose to be taxed as a partnership or corporation. A one-member LLC is automatically taxed as a sole proprietorship unless the owner wishes to be taxed as a corporation. + Management and Foreign Investors: Another advantage of the LLC for businesspersons is its flexibility in terms of business operations and management, as will be discussed shortly. Foreign investors are allowed to become LLC members, so organizing as an LLC can enable a business to attract investors from other countries.
Disadvantages of the LLC:
+ The main disadvantage is the lack of uniformity with state laws. + Therefore, businesses that operate in multiple states may not receive consistent treatment.