The
formation of a Limited
Liability Company is
accomplished by filing
Articles of Organization
with the appropriate
secretary of state and
publishing a notice of
organization.
In
most cases, the Articles
of Organization contain
the following:
The
name of the Limited
Liability Company.
Included in the name
is an indication that
it is, in fact, a limited
liability company.
This is done by using
such titles as "Limited Liability Company"; or abbreviations such as "Limited Liability Co.", "Ltd. Liability Co."; or the initials "L.L.C." or "LLC."
Location
of the company. This
is in the county in
which the office is
to be located
The
date of a dissolution.
The Limited Liability
Company should have
a specific date of
a dissolution in addition
to the events of a
dissolution set forth
in the statute
A
designation of the
secretary of state
as agent for service
of process. In addition
to the secretary of
state, a registered
agent should be designated
as well.
A
statement indicating
whether the Limited
Liability Company will
be managed by one or
more members or a class
or classes of members,
or by one or more managers
or by a class or classes
of managers. If there
isn't any such statement
made in the Articles
of Organization to
the contrary, then
management is vested
in the members.
If
members, or specified
members, are to be
liable in their capacity
as members for all
or specified liabilities
of the Limited Liability
Company, it must be
stated in the Articles
of Organization. If
not, then the liability
of members is limited.
The
members may elect to
include other provisions,
not inconsistent with
the statute, such as:
The
Limited Liability Companies
business purpose
A
statement which indicates
any limitations on
the authority of members
or managers
Any
provisions required
or permitted to be
included in the Operating
Agreement.
Termination
Statement. This document
states that the company
terminates when certain
events occur. These
events include death,
resignation, expulsion,
bankruptcy, or withdrawal
of a member within
a ertain number of
years after creation.
The right of the members
to reform after a termination
event must be stated
in the Articles.
If
you would like more
information regarding
asset protection, trusts,
family limited partnerships
or the subject of this
article please call
or email our office.