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Posts Tagged ‘Limited Liability Jurisprudence’

3rd July 2010

In an effort to provide information upon which individuals can make informed decisions the following is a brief overview of the concept of limited liability and its practical applications. The following is a direct quote from Wikipedia:

Limited liability is a concept whereby a person’s financial liability is limited to a fixed sum, most commonly the value of a person’s investment in a company or partnership with limited liability. In other words, if a company with limited liability is sued, then the plaintiffs are suing the company, not its owners or investors. A shareholder in a limited company is not personally liable for any of the debts of the company, other than for the value of his investment in that company. This usually takes the form of that person’s dividends in the company being zero, since the company has no profits to allocate. The same is true for the members of a limited liability partnership and the limited partners in a limited partnership.[1] By contrast, sole proprietors and partners in general partnerships are each liable for all the debts of the business (unlimited liability).

Although a shareholder’s liability for the company’s actions is limited, the shareholder may still be liable for its own acts. For example, the directors of small companies (who are frequently also shareholders) are often required to give personal guarantees of the company’s debts to those lending to the company. They will then be liable for those debts in the event that the company cannot pay, although the other shareholders will not be so liable. This is known as co-signing.

The legal structures used by individuals in an effort to enjoy limited liability have changed over the course of recent years. In the relatively distant past, many American jurisdictions required a great deal of formality when granting limited liability. In recent years, legislative measures have been taken in an effort to make conferment of limited liability more available to larger numbers of people and enterprises.

The creation of the Limited Liability Company (also known by its acronym LLC) was a watershed moment in American jurisprudence. To quote Wikipedia again:

A limited liability company (LLC), also known as a company with limited liability (WLL), is a flexible form of business enterprise that blends elements of partnership and corporate structures. It is a legal form of business company, in the law of the vast majority of United States jurisdictions, that provides limited liability to its owners. Often incorrectly called a “limited liability corporation” (instead of company), it is a hybrid business entity having certain characteristics of both a corporation and a partnership or sole proprietorship (depending on how many owners there are). An LLC, although a business entity, is a type of unincorporated association and is not a corporation. The primary characteristic an LLC shares with a corporation is limited liability, and the primary characteristic it shares with a partnership is the availability of pass-through income taxation. It is often more flexible than a corporation and it is well-suited for companies with a single owner.

It is important to understand that limited liability does not imply owners are always fully protected from personal liabilities. Courts can and do pierce the corporate veil of LLCs when some type of fraud or misrepresentation is involved, or under certain situations where the owner uses the company as an “alter ego.”

As can be inferred from the above quotation, Limited Liability Companies are an optimal tool for business in the global information age as they provide flexibility as well as mobility for an individual or small group of individuals seeking to provide goods and services to niche markets in the international arena. That said, there are certain legal issues that must be addressed when incorporating any venture and, as straightforward as a US LLC may first appear, there are formalities that must be adhered to when one wishes to organize an American LLC.

For related information please see: US Company Registration.

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