Also known as: unincorporated associations · unincorporated assoc. · uninc. association
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
A group of persons joined for a common purpose without formal corporate status.
For purposes of diversity jurisdiction, such an entity takes the citizenship of each of its members rather than possessing its own independent citizenship.
A group of persons joined for a common purpose without formal corporate status.
Unity Underhill formed an unincorporated association of small-business owners to advocate on election issues. The group wanted to fund advertisements criticizing candidates. State officials threatened enforcement actions. The court recognized the association as a distinct speaker whose members' rights were at stake in the constitutional challenge.
For purposes of diversity jurisdiction, such an entity takes the citizenship of each of its members rather than possessing its own independent citizenship.
Select any source to read its text and confirm it supports the definition.
Each sense below has its own examples, sources, and questions.
Ulysses Ulrich and other lawyers formed an unincorporated association to provide legal services to civil-rights plaintiffs. The group challenged a state ban on solicitation. The court allowed the association to sue in its common name and treated its members as the real parties in interest for jurisdictional purposes.
Ugo Ucelli organized an unincorporated association of corporate executives to support a state referendum. The group sought to contribute to the campaign. State law restricted such spending. The court analyzed the association's speech rights by reference to the collective interests of its members.
Yes. Federal Rule of Civil Procedure 17(b)(3)(A) permits an unincorporated association to sue or be sued in its common name to enforce federal rights even if state law would not allow it. Derivative actions and class actions by members are also authorized under Rules 23.1 and 23.2.
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Model Penal Code section 2.07 permits conviction of an unincorporated association when an agent acting on its behalf commits the offense within the scope of authority. A defense of due diligence by high managerial agents is available for certain offenses.
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Ulysses Ulrich and Ugo Ucelli formed the National Performers Guild as an unincorporated association of television actors. The Guild sued StreamWave Inc., a State X corporation, in federal court for breach of contract. Thousands of Guild members live in State X. The court dismissed the action because the Guild shares State X citizenship with StreamWave through its members.
Ulf Ulfsson and Uri Underwood created Arkview Apartments LLP to own rental properties. The partnership sued MetroManage Corp. in federal court. Several partners live in State C, the same state where MetroManage maintains its principal place of business. The court granted the motion to dismiss because the LLP takes the citizenship of every partner.
Ulysses Usher organized the Affiliated Ute Citizens as an unincorporated association of mixed-blood Ute members. Several members sold shares in a related corporation and later claimed fraud. The association brought suit on their behalf. The court treated the group as an unincorporated association whose members' citizenship controlled any diversity analysis.
Federal courts treat an unincorporated association as a citizen of every state in which any of its members is a citizen. This rule applies to partnerships, LLCs, and member-based groups alike. Complete diversity fails if even one member shares citizenship with an opposing party.
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An LLC receives association-style citizenship. It is a citizen of every state where any member is a citizen. The entity does not receive separate citizenship based on its state of formation or principal place of business.
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…still lobby elected officials, although smaller corporations may not have the resources to do so. And wealthy individuals and unincorporated associations can spend unlimited amounts on independent expenditures. See, e.g., WRTL , 551 U. S., at 503–504 (opinion of Scalia, J.) (“In the 2004 election cycle, a mere 24 individuals contributed an…