Forming Limited Liability Companies

As a business entity, a limited liability company (LLC) usually has the following advantages:

  1. It has limited liability like a corporation.
  2. It is taxed like a partnership (thereby avoiding the double taxation inherent in a C corporation).
  3. It is easy to manage because it resembles a partnership.
  4. It has more flexibility in the management of ownership interests than a partnership or corporation.

Therefore, in many cases, an LLC may be the best vehicle for establishing a new business. Lanier Ford’s attorneys carefully analyze a client’s business position, resources, and many other factors to determine the best choice of entity for a new business.

If the client decides that an LLC is the best approach, Lanier Ford’s business attorneys prepare and file the articles of formation and draft the operating agreement. Among the many issues they address are—

  • Management (by members or managers).
  • Capitalization.
  • Allocation of profits and losses.
  • Distributions.
  • Transferability of ownership interests.
  • Withdrawal rights.
  • Mergers, conversions, and dissolution.
  • Meetings of members, voting, records, and access to information.

Lanier Ford is experienced in forming single-member LLCs and professional LLCs.

Lanier Ford’s business attorneys also advise LLCs and their members about typical issues that may arise during day-to-day operations, including such things as—

  • Standard of care and fiduciary obligations of members and managers.
  • Liability of members and managers to third parties.
  • Remedies for breach of operating agreement, including derivative actions.
  • Indemnification.
  • Interstate transactions.
  • Taxation.
  • Securities law issues.
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