Members Limited

Here are some more information for Members Limited:

Setting up a limited liability partnership (also known as an LLP) offers many advantages and a few disadvantages as well. Before you make a final decision, carefully weigh the pros and cons of this unique business arrangement. Keep in mind that a partnership joins two or more people together in a business relationship. Each partner in the business holds some liability for the debts of the business and also for its profits. Every partnership should be governed by a written agreement drawn up by an attorney so that all partnership members are protected in the event of an unforeseen circumstance.

Some of the primary advantages of a limited liability partnership are that new ideas are routinely shared among members of the LLP. The sharing of ideas likely will increase the company's earning potential and make it more successful and profitable in the long run. Another advantage is that the initial capital investment will likely be higher because more people are available to invest their money. Finally, an LLP removes a portion of each partner's personal liability, making it much different and more appealing than sole proprietorships and other types of partnerships.

Of course, there are also disadvantages of a limited liability partnership arrangement. New business strategies may be more difficult to implement if there is more than one person on the partnership team. And, it is possible that diverse opinions may surface, causing dissent amount LLP partners. Another disadvantage is that sometimes partners let their friendship with other partners get in the way of successfully getting the job done. Finally, it can be the end of the partnership if one of the partners leaves the business. This can be avoided, however, by making sure that a legal partnership agreement is drawn up when the LLP is formed.

Setting up a limited liability partnership is a relatively easy process. You will need to file some specific legal documents that can be obtained from your state's business office. You will also need to meet any mandates set by the state such as insurance and licensing requirements. You will need to supply the name of your partnership on the legal forms that you submit to the state. The name of your partnership must include the words "limited liability partnership" or LLP. Once you have completed the form, submit it to your state business office along with any required registration fees. Your partnership will be in effect once you have received notification and acknowledgment by the state.

Rachel writes more about Setting Up A Limited Liability Partnership (LLP) at http://www.limited-liability-advisor.com/

Avoid VEIL Piercing of Limited Liability Companies

Copyright (c) 2009 Jeffrey Matsen

One of the principal legal benefits for business owners and real estate investors in using LLCs to conduct their businesses and hold their real estate is the limited liability shield provided by LLC statutes to LLC members and managers. This shield protects the personal assets of these members and managers (e.g., their homes and savings) from being at risk for debts of the LLC and the business assets and real estate the LLC owns.

However, in certain circumstances the courts may "pierce the veil" of an LLC - that is, they may disregard this shield and may hold members and/or managers personally liability for claims against the LLC.

Thus, it is critically important for LLC managers ("manager" refers both to the managers of the manager-managed LLCs and to the members of member-managed LLCs) to take all reasonable measures to prevent LLC veil-piercing. The principal such measures are outlined below:

1. LLC Managers Should Not Use the LLC to Commit Fraud or Other Serious Misconduct.

The courts are unlikely to pierce LLC's veil unless the members or manager of the LLC use it to commit fraud or other serious misconduct and then seek to rely on their limited liability shield to avoid personal liability for this misconduct. Thus, to avoid veil-piercing (and, obviously, for many other strong legal and ethical reasons), LLC members and managers should avoid all such misconduct.

2. LLC Managers should Expressly Refer to Their LLC as an LLC.

In general, whenever LLC managers make mention about their LLC to third parties verbally or in writing, they should expressly refer to it as an LLC. This practice is an effective means of telling third parties that they are dealing with the LLC, not with the LLC's members and managers in their individual capacities, and that, accordingly, they may look only to the LLC and not to the members or managers for satisfaction of claims against the LLC.

Thus, for example, members and mangers generally should ensure that the initials "LLC" or the like appear after the names of the LLC in its stationery and invoices, on business cards of its managers and employees and on other printed material prepared by the LLC and communicated to third parties. In addition, LLC members and managers should generally refer to their company in conversations with clients, suppliers, and others as "my LLC" rather than merely as "my company" or the like.

However, LLC managers should feel free to depart from the above practices when marketing considerations or other common sense concerns dictate. For example, the initials "LLC" may sometimes appear odd and out-of-place on a street sign identifying a store that does business as an LLC or in a newspaper advertisement of the store.

3. LLC Managers should Maintain Seperate Books and Bank Accountsfor Themselves in their Individual Capacities and for the LLC.

A basic rationale for the limited liability shield that LLCs afford to their members and managers is the legal separateness of LLC's vis à vis their members and managers. Thus, to protect the shield, members and managers should take every reasonable means to implement and document this separateness. For example: 1. They should keep separate books and bank accounts for, on the one hand, the personal affairs of members and managers, and on the other, the business and affairs of the LLC. 2. They should not write checks from the LLC's account for personal use, nor should they deposit money in that account, without making and maintaining written records of these transactions that reflect arm's-length terms.

4. LLC Managers Should Ensure That at the Time of its Formation and Thereafter, the LLC is Adequately Capitalized.

Some courts may question the propriety of the conduct of an LLC and may pierce its veil if the LLC lacks adequate capitalization - that is, if its aggregate equity contributions, business assets, cash flow, insurance, and other financial resources are inadequate to pay its debts when due. Thus, LLC managers should ensure that their LLCs are adequately capitalized.

5. In Acting on Behalf of Their LLC, ManagersShopuld Avoid Any Action That May Imply to Third Parties That They are Acting on Their Own Behalf.

In acting on behalf of the LLC, managers should avoid any action that may imply to third parties that they are acting on their own behalf, and where appropriate, they should state explicitly that they are acting on behalf of the LLC. For example, LLC managers should sign LLC contracts and letters more or less as follows:

XYZ, LLC By _________________________________________ , Manager

6. LLC Managers Should Ensure That Their LLCs Follow All Applicable Formalities Imposed By The Relevant LLC Act.

Unlike corporate legislation, LLC legislation typically imposes few if any statutory formalities on LLCs. For example, LLC legislation generally does not require LLCs to hold annual meeting of members, and no LLC status requires LLCs to issue certificates of membership to their members.

However, to the extent that the LLC legislation under which an LLC is formed does impose formalities, members and managers should make sure that they comply with them and that they document this compliance.

For example, some LLC status contain provisions requiring LLCs to maintain specified types of records (e.g., tax returns and member lists) at a specified LLC office. Members and managers of LLCs formed under such status should ensure compliance with these provisions.

About the Author

Jeffrey R. Matsen Of Wealth Strategies Counsel helps his clients structure their business and personal assets in the best way possible to preserve, protect and transfer them in the most efficient and tax saving manner. For more information go to ==> http://www.wealthstrategiescounsel.com

Should Congress members be term limited ?

Some of these guys have been there forever. They are so old and feeble ( minded ) they can barely walk. I doubt if most of them are computer literate or really comprehend the problems we are facing.

YES, YES, YES.

We need an Amendment #28 to the Constitution to give our Congressional members real term limits.

Just like the President has, all Congressional members should be limited as to how long they can be in Congress.

Without this, Washington will NEVER change. Business will be conducted as usual.

We need younger people in Congress with new ideas.

Let's let Ted Kennedy be the last lion in Congress.

Question is: How do we get 2/3 of Congress to vote themselves out of office?

Cristo Rey High School announces new board chair and members
Cristo Rey High School Sacramento, a private college preparatory school where students help pay for their education through an innovative work-study program, has elected Roebbelen Construction President Terry Street as its new board chair

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