【正文】 An LLC is a treated as an entity distinct from its members. It may hold property in its own name, sue or be sued, etc.An LLC is taxdriven entity designed to provide its members with two main features:(1) Limited Liability of a CorporationThe limited liability that shareholders of a corporation enjoy (., owners are not personally liable for obligations of the business entity) is provided to members of an LLC. (2) Taxation as a PartnershipAn LLC has the ability to be taxed like a partnership (., profits and losses flow through the entity and are treated as the owners39。 Under the statutory provisions that govern LLCs in most states, members may not sell their ownership interest in the LLC without the consent of the other members.s property不參與實際的經(jīng)營管理的，UPS拿車走RightPartnership Mgmt?Right to participate in partnership managementRight to participate in partnership managementNo management except can look at the books and voteNo management except can look at the books and voteAgents?Partner is agent to the PartnershipPartner is agent to the PartnershipNot automatically agent 不可以和第三方簽訂協(xié)議的，不可以BINDING，如果像GP做的話會承擔(dān)無限責(zé)任的Not automatically agent（shareholder不可以簽GP 的變更需要所有的GP和LP 的同意，而LP的變更需要所有的GP和LP的同意。 Partners normally are not liable for crimes mitted by other partners.RUPA requires creditors to first attempt collection from partnership before partners unless partnership is bankrupt.H. Termination of a partnershipDissolution means that the partnership must liquidate all assets and cease business. The partner doesn’t terminate on dissolution, but continues until the winding up of the partnership is plete.Generally, a partnership is dissolved and its business must be wound up when any of the following occur:(1) A partner in a partnership at will (., a partnership without a specified duration) gives notice of intent to withdraw。 Not within the business scope of the partnership business Partnership participation (management rightsvote/make contracts/debts)Each partner has a right to participate equally in the management of the business, and act as an agent for the partnership. The partners also has right to inspect books and make contracts and vote on partnership actions. This right is not transferable. D. Fiduciary duties of partnersEach partner owes a fiduciary duty to each other and must act in best interest of others. So the partner owes (1) the duty of loyalty, and (2) duty of care (not be grossly negligent, intentional misconduct or knowingly violate the law). The partner refrains from peting with the partnership and the partners must also act in good faith and fair dealing in the discharge of all their duties.E. Relationship with Third Party (Agency authority rules applies)If you recall the agency law discussed in the REG, the following are the authority an agent has: Limited duration: By default a partnership will terminate upon the death, disability, or even withdrawal of any one partner. 有目的而存在的 Taking all profitsA sole proprietor one takes all the profits of the business and a sole proprietor usually has a quick decision process and doesn39。 Corporation C和SSole Proprietorships (For the exam, it is lightly tested0A sole proprietorship is the simplest form of business ownership. A sole proprietorship is a business owned by one person. The owner may operate on his or her own or may employ others. 1) Advantages: Module 38 Business Structure (About 20% of the BEC exam) Informality 無限責(zé)任，債權(quán)人有權(quán)向我個人的資產(chǎn)追溯Nothing need be filed with the state in which the business operates (unless the state or city requires a business license). If a fictitious business name is used, then many states require publishing the true name of the business owner.t have any opposition when making a decision as he or she has total control of his or her business. All profits and losses accrue to the owner.2) DisadvantagesA business organized as a sole trader will likely have a hard time raising capital since it has to make up for all the business39。 Transfer of ownership requires agreement: Unless otherwise provided in the partnership agreement, no one can bee a member of the partnership without the consent of all partners, though a partner may assign his share of the profits and losses and right to receive distributions (transferable interest).允許新的合伙人你要現(xiàn)在的同意 Actual authority: The principal give the agent the power to contract(1) Express Principal explicitly states