Substantive Law Study Support

The Law of Corporations and Other Business Organizations

Chapter Glossary

articles of organization

A document required to be filed with the proper state authority to form a limited liability company.

 

articles of termination

A document filed with the secretary of state or other appropriate state authority to dissolve a limited liability company; same as articles of dissolution.

 

board of managers

A group of individuals elected by the members of a limited liability company to manage the limited liability company; similar to a corporation’s board of directors.

 

certificate of authority

A certificate issued by the secretary of state, or other appropriate state official, to a foreign business entity to allow that entity to transact business in that state.

 

entity at will

An entity that may be dissolved at the wish of one or more members or owners.

 

foreign limited liability company

A limited liability company that is transacting business in any state other than the state of its organization.

 

investment contract

Under federal law, any agreement that involves an investment of money pooled with others’ money to gain profits solely from the efforts of others.

 

limited liability company

A cross between a partnership and a corporation owned by members who may manage the company directly or delegate to officers or managers who are similar to a corporation’s directors. Governing documents are usually publicly filed articles of organization and a private operating agreement. Members are not usually liable for company debts, and company income and losses are usually divided among and taxed to the members individually according to share.

 

low-profit limited liability company

A subcategory of limited liability company that may be formed in a few states by certain entities that have a charitable or educational purpose.

 

manager-managed limited liability company

A limited liability company in which the members have agreed to have the company’s affairs managed by one or more managers.

 

member

An owner of a limited liability company.

 

member-managed limited liability company

A limited liability company in which the members have elected to share the managing of the company’s affairs.

 

operating agreement

A document that governs the limited liability company; similar to a corporation’s bylaws.

 

Revised Uniform Limited Liability Company Act

Uniform act adopted by the National Conference of Commissioners on Uniform State Laws in 2006 to address numerous questions that had arisen concerning limited liability company law.

 

Securities Act of 1933

A federal securities act requiring the registration of securities that are to be sold to the public and the disclosure of complete information to potential buyers.

 

Securities Exchange Act of 1934

A federal securities act regulating stock exchanges and over-the-counter stock sales.

 

security

A share of stock, a bond, a note, or one of many different kinds of documents showing a share in a company or a debt owed by a company or a government. The U.S. Supreme Court has defined a security as any investment in a common enterprise from which the investor is “led to expect profits solely from the efforts of a promoter or a third party.”

 

transferee

A person to whom a transfer is made.

 

Uniform Limited Liability Company Act

Uniform act adopted by the National Conference of Commissioners on Uniform State Laws in 1994 and amended in 1995 to give states guidance when drafting limited liability company statutes.