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ОглавлениеCHAPTER 1
LLCs and Limited Liability Company Acts
The limited liability company (LLC) is America’s newest form of business organization. There is little or no historical precedent for LLCs; they are essentially creations of the state legislatures. Some commentators trace the origin of the LLC to a 19th-century form of business organization called the partnership association or limited partnership association. The great bulk of laws authorizing LLCs in the United States were passed in the 1980s and 1990s. Wyoming passed the first law authorizing the LLC in 1977. Florida followed in 1982. The watershed event in the rise of the LLC was a 1988 Internal Revenue Service ruling that recognized partnership tax treatment for LLCs. Within six years, 46 states authorized LLCs as a business form. By 1996, the last state to recognize LLCs, Vermont, had an LLC statute in place.
The LLC is often described as a hybrid business form. It combines the liability protection of a corporation with the tax treatment and ease of administration of a partnership. The limited liability company, as the name suggests, offers liability protection to its owners for company debts and liabilities.