Chapter 17: Limited Liability Business Forms: Formation of, and, essential elements of an LLC? What is an LLP, as contrasted to an LLC? Dissolution steps for LLCs, GPs and LLPs? Fiduciary duties as between and among LLC members, and, limited and general partners? What are winding up activities as to an LLC? How are LLCs managed? How are GPs managed? What do LLC "members" do? How does management work in an LLC and a GP? What are the advantages of LLCs and GPs? What is a buy-sell agreement? What is an operating agreement? What happens when an LLC member dies? Concept of winding up; concept of piercing the veil in an LLC?

The most common type of LLP is a professional business. Law firms and sometimes group medical practices use the LLP format when a founding partner or group of partners are in charge and run the firm, while other partners are silent and have bought in as they have earned partnership status. Because junior partners have no real say over the direction of the firm aside from their personal practice, the LLP protects them from any problems caused by management's decisions. Managing partners usually own a significantly larger share of the company than junior or silent partners.

Small businesses of all kinds use the LLC format. Many states require businesses with more than one owner to form as an LLC, so the form is ideal for small to mid-size businesses with multiple owners. Compared to simple partnerships, LLCs offer the benefit of a separation between personal and legal assets and liabilities. However, LLCs must report their revenues and earnings annually to the Internal Revenue Service in a Form 1065, which the IRS then uses to check against members' tax filings.

Unlike simple partnerships, LLCs must register with their state secretary of state. LLCs enjoy the same advantage as simple partnerships in being able to structure and run themselves in an way they see fit. All owners are protected from financial liability, regardless of whether they play an active role in the direction of the company.

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new york

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