On March 23, Indiana’s governor signed House Enrolled Act 1336 which adds to the Indiana Business Flexibility Act to provide for series LLCs. In general, I think it’s a good thing that Indiana has joined the dozen or more other states (plus D.C. and Puerto Rico) with series limited liability companies. I…
[The last in a seve-part series. The other articles in the series are here: Part I, Part II, Part III, Part IV, Part V, Part VI.] With the bankruptcy courts’ inconsistent treatment of a debtor’s LLC membership rights, how should someone structure a limited liability company to maximize the possibility that, should the…
[The other articles in this seven-part series are here: Part I, Part II, Part III, Part IV, Part V, Part VII.] In the last installment of this series, we discussed a few of the bankruptcy cases in which the court, faced with a question of the trustee’s right to exercise the debtor’s…
[The other articles in this seven-part series are here: Part I, Part II, Part III, Part IV, Part VI, Part VII.] We are considering the nature of the economic and noneconomic rights of a member of a limited liability company and whether, if the member enters bankruptcy, the bankruptcy trustee acquires those rights. As…
[The other articles in this seven-part series are here: Part I, Part II, Part III, Part V, Part VI, Part VII.] Although a bankruptcy debtor’s contract rights are within the definition of property of the estate under Section 541 of the Bankruptcy Code, they are different than most other property of…
[The other articles in this seven-part series are here: Part I, Part II, Part IV, Part V, Part VI, Part VII.] The Indiana Business Flexibility Act creates two distinct categories of LLC rights: (1) interest, or “a member’s economic rights in the limited liability company, including the member’s share of the…
[The other articles in this seven-part series are here: Part I, Part III, Part IV, Part V, Part VI, Part VII.] In re Lee, 524 B.R. 798 (Bankr. S.D.Ind. 2015) involved an Indiana limited liability company with five members, one of whom, Lester Lee, held 51 of the 101 votes allocated…
[The other articles in this seven-part series are here: Part II, Part III, Part IV, Part V, Part VI, Part VII.] The law of limited liability companies is a blend of concepts taken from the law of corporations and the law of partnerships. One of the differences between corporations and…
Not just the questions, but also the answers! 1. I know that a limited liability company is created when articles of organization are filed with the Indiana Secretary of State. What information is in the articles of organization? Surprisingly little information is absolutely required. The bare minimum: The name…
This is the final installment in a series of articles dealing with Indiana’s new benefit corporation statute in general and its applicability to small businesses in particular, and we now arrive at the ultimate question: Is it a good idea for a small businesses to incorporate as (or to convert to)…