Also known as: limited liability company · limited liability companies · LLC · LLCs
Written by attorneys · grounded in primary & secondary sources — see below
An unincorporated business organization formed under state law that shields its members from personal liability for the entity's debts while permitting flexible management structures and pass-through taxation.
Leo Lynch and Levi Lowe formed Lexicon Media LLC with members in Illinois and Indiana. When Lexicon Media sued a supplier in federal court, the defendant moved to dismiss for lack of diversity. The court looked to the citizenship of each member rather than treating the LLC as having its own state of formation or principal place of business.
After Lattice Systems LLC dissolved, it paid creditors and then distributed remaining surplus first to members for unreturned contributions and then proportionally to their transferable interests. Latoya Lane received her full contribution amount before any pro-rata share went to other members.
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Lunar Dynamics LLC, a Delaware entity with operations in California, faced a products liability suit in that state. The court examined whether the LLC's contacts were so continuous and systematic as to render it at home in California for general jurisdiction purposes.
Liberty Trust LLC purchased securities after an investment firm allegedly aided a scheme to inflate values. The court considered whether the LLC could pursue a private right of action against secondary actors who had no direct duty to disclose.
Lena Lawson, a member of an LLC targeted for acquisition, challenged the deal as unfair. The court applied the business judgment rule after finding that a fully informed vote of disinterested members approved the transaction.
Liam Larson invested in an LLC that later faced securities litigation. The court evaluated whether the fraud-on-the-market presumption applied to the LLC's publicly traded interests when proving reliance on alleged misstatements.
An LLC is treated as an unincorporated association. Its citizenship is determined by the citizenship of each of its members rather than by a state of incorporation or principal place of business.
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No. State statutes provide that failure to observe formalities relating to the exercise of powers or management is not a ground for imposing liability on a member for the company's debts.
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After paying creditors, surplus is first returned to persons for unreturned contributions reflected in transferable interests and then distributed proportionally among holders of transferable interests according to their rights immediately before dissolution.
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…the United States, where its subsidiary, Mercedes-Benz USA, LLC (MBUSA), distributes Daimler vehicles. MBUSA is a Delaware limited liability company and has its principal place of business in New Jersey. MBUSA’s marketing and sales efforts in California are undertaken by a regional office in Costa Mesa and a network of independent…