11.22 Limited Liability Companies

11.22.1

Domestic Limited Liability Companies: (Airline Drive L.C.; 1401 Jones Road, L.L.C.)

Description -

A limited liability company combines the advantage of the limited liability of shareholder in a corporation with the tax benefits of partners in partnerships. Additionally the limited liability company provides added flexibility in the management of the company and distribution of profits. A limited liability company is created by the Texas Limited Liability Company Act located in Texas Civil Statute 1528n - § 1.01 et seq.

Formation -

Any person may act as an organizer of a limited liability company by signing Articles of Organization and delivering the articles for filing to the Secretary of State. When all fees are paid, the Secretary of State will issue a certificate of organization. The articles of organization, sometimes called the operating agreement is the document agreed to by the Members (owners) which govern the management of the limited liability company in the conduct of its business and distribution of profits. This document must be in writing. The operating agreement is similar to the corporate charter and by-laws for a corporation or the partnership agreement for a partnership

Title Insurance Requirements -

We will require certified copies of the articles of organization or operating agreement to determine the authority of the person signing on behalf of a limited liability company.

 

See also Texas Bulletin TX2015004 – LEGISLATIVE UPDATE 2015 Relating to Registration requirements of Partnerships and Limited Liability Companies 

11.22.2

Foreign Limited Liability Company

Description -

A foreign limited liability company is one that has been organized outside of the state of Texas . (See Texas Civil Statute 1528n § 7.01 et seq.)

Formation -

To transact business in Texas , a foreign limited liability company must have received a certificate of authority to do so from the Texas Secretary of State.

Title Insurance Requirements -

We will require certified copies of the articles of organization or operating agreement to determine the authority of the person signing on behalf of a limited liability company.

11.22.3

Non-Imputation