Also known as: limited liability corporation · limited-liability corporations · limited liability corporations · LLC
Written by attorneys · grounded in primary & secondary sources — see below
A business entity formed under state law that shields its members from personal liability for the entity's debts and obligations. The entity's name must include the phrase limited liability company or limited company or an approved abbreviation such as LLC. For purposes of federal diversity jurisdiction the entity takes the citizenship of each of its members rather than possessing a separate state of incorporation or principal place of business.
Landon Long formed a new business to hold rental properties. He filed formation documents naming the entity Lone Peak Energy Partners. The secretary of state rejected the filing because the name lacked any required phrase or abbreviation indicating limited liability status. Long resubmitted the documents as Lone Peak Energy LLC and the filing was accepted.
Logan Lane, a citizen of State A, and Lila Lin, a citizen of State B, formed Lighthouse Shipping LLC to operate a cargo vessel. When the LLC sued a State C defendant in federal court, the court examined the citizenship of Lane and Lin to determine whether complete diversity existed. The LLC itself had no independent state of incorporation for diversity purposes.
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Lars Lindstrom owned Landmark Realty LLC, which leased office space to a tenant under a contract containing an arbitration clause. When a wage dispute arose, the LLC moved to compel arbitration. The court enforced the clause against the LLC because the agreement was signed on its behalf.
Lorenzo Lugo formed Linden Bank LLC to market financial software. When a competitor published false statements about the software, the LLC sued for false advertising. The court analyzed whether the LLC fell within the zone of interests protected by the statute before allowing the claim to proceed.
Lamar Lewis created Lone Peak Energy LLC to develop mineral rights. After a reporting agency published an allegedly inaccurate credit file about the LLC, Lewis sued on the entity's behalf. The court required the LLC to demonstrate a concrete and particularized injury traceable to the report before recognizing standing.
Logan Lane and Lila Lin formed Lighthouse Shipping LLC and later approved a merger that cashed out minority members at a low price. A minority member challenged the transaction. The court applied entire-fairness review because the controlling members stood on both sides of the deal.
No. An LLC takes the citizenship of each of its members for diversity purposes and does not receive a separate state of incorporation or principal place of business citizenship.
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The name must contain the phrase limited liability company or limited company or an approved abbreviation such as LLC, L.L.C., LC, or L.C.
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No. Abbreviations indicating entity type such as limited, Ltd., company, or Co. are disregarded when the secretary of state compares names for distinguishability.
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…should be treated as Daimler’s agent for jurisdictional purposes. MBUSA, an indirect subsidiary of Daimler, is a Delaware limited liability corporation.[^maj-3] MBUSA serves as Daimler’s exclusive importer and distributor in the United States, purchasing Mercedes-Benz automobiles from Daimler in Germany, then importing those vehicles, and…