Also known as: unincorporated nonprofit association · unincorporated non-profit association · unincorporated non-profit associations · unincorporated associations
Written by attorneys · grounded in primary & secondary sources — see below
An aggregate of persons organized for a common nonprofit purpose without formal incorporation whose citizenship for diversity jurisdiction is determined by the citizenship of each member.
Umar Underwood and Uliana Ustinova formed an unincorporated nonprofit association with members domiciled in States A and B. The association sued a corporation incorporated and headquartered in State B. Because the association takes the citizenship of every member, complete diversity failed and the federal court lacked jurisdiction.
Umeko Uchida and Uriel Urban created an LLC with members in States X and Y. The LLC sued a defendant citizen of State Y. The court treated the LLC as an unincorporated association and traced citizenship through all members, destroying complete diversity.
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Una Ueda organized an unincorporated nonprofit association with members domiciled in States A and B. The association sued a defendant citizen of State B. Because the association takes the citizenship of every member, complete diversity failed and the federal court lacked jurisdiction.
Umar Usmani formed an unincorporated nonprofit association with members domiciled in States X and Y. The association sued a defendant citizen of State Y. The court treated the association as an unincorporated entity and traced citizenship through all members, destroying complete diversity.
Uliana Ustinova led an unincorporated nonprofit association with members domiciled in States A and B. The association sued a defendant citizen of State B. Because the association takes the citizenship of every member, complete diversity failed and the federal court lacked jurisdiction.
The citizenship of every member counts. The association is treated as a citizen of each state in which any member is a citizen.
An LLC receives the member-citizenship rule. It is treated as an unincorporated association rather than a corporation with its own state of incorporation and principal place of business.
Yes. Every member counts regardless of voting rights. Attendance at meetings and payment of dues establish membership status for jurisdictional purposes.
Citizenship must be traced through every tier. The citizenship of the ultimate individual or entity members is attributed to the plaintiff LLC.
…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…