Читать книгу Ultimate LLC Compliance Guide - Michael Spadaccini - Страница 19

For what purposes can an LLC be formed? A purpose is a statement of why the LLC was formed. Once formed, what powers may an LLC exercise? Powers tell us what an LLC can do to carry out its purpose. Because LLCs are creatures of statute, the answers to these questions are found in the state LLC acts.

Under the ULLCA and state statutes, an LLC is presumed to be formed to engage in any lawful purpose unless a more limited purpose is stated in the articles. You could state in your articles that the LLC is formed to operate a retail clothing store and for no other purpose; however, it would be foolish to limit your purposes. Without any limitation in the articles, the LLC may engage in any lawful act, subject, of course, to any other statutes or laws that might impact the LLC’s activities or business. Nearly every model articles of organization provided by secretary of state’s offices offers purpose language that is as broad as possible.

With respect to LLC powers, the ULLCA and other limited liability company acts include the powers for an LLC:

• To sue and be sued in the LLC name

• To make and amend its operating agreement

• To acquire and own real or personal property, whether by lease, purchase, or otherwise, and to use or improve that property

• To sell, mortgage, lease, or otherwise dispose of all or any part of its property

• To acquire stocks, bonds, or notes of other LLCs, partnerships, or other businesses

• To make contracts and guarantees; borrow money; issue notes, bonds, and other obligations; and secure any of its obligations by mortgage of any of its property

• To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment

• To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity

• To conduct its business anywhere, subject, of course, to the foreign LLC statutes of other states

• To elect managers and appoint officers, employees, and agents, define their duties, fix their compensation, and lend them money and credit

• To establish benefit plans

• To make donations for the public welfare or for charitable, scientific, or educational purposes

• To transact any lawful business

• To do anything else that is not illegal and that furthers the business and affairs of the LLC