Limited Liability Companies (LLCs)
Business Associations · Lesson 07
Limited Liability Companies (LLCs)
這一課問的是：LLC 之成立要件、管理結構、責任規則為何？
ActorActObjectStandardConsequence
Issue · what this lesson is really about
What are the formation requirements, management structure, and liability rules of LLCs?
這一課問的是：LLC 之成立要件、管理結構、責任規則為何？
Trigger words & phrases that should flag this issue:
LLCmembersmanager-managedoperating agreementpiercing
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
LLC
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Limited liability company.
有限責任公司。
members
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Owners of LLC.
成員。
operating agreement
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Internal governing document.
營運協議。
manager-managed
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Members appoint managers to run LLC.
經理管理。
member-managed
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Members directly manage.
成員管理。
default rules
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State LLC statutes provide defaults.
默認規則。
piercing
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Veil piercing applies to LLCs.
揭開面紗。
Rule Sentence · the workhorse
A limited liability company combines limited liability for members with pass-through taxation and flexible management structure; members generally are not personally liable for LLC obligations, and the LLC may be member-managed or manager-managed under the operating agreement.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人LLC members + managersLLC 成員與經理
Act 行為operating LLC運營
Object 對象LLC entityLLC 實體
Standard 法律標準operating agreement + state LLC act營運協議 + 州 LLC 法
Consequence 後果limited liability + flexibility有限責任 + 彈性
Casebook Snapshot · a real American case
Kaycee Land & Livestock v. Flahive
Holding. Courts may pierce the veil of an LLC under principles analogous to corporate veil piercing — when the LLC is the alter ego of its members and recognizing the entity would produce injustice. The protective shield of LLCs is not absolute.
Why it matters. Kaycee confirms LLCs aren't piercing-proof; equitable principles still apply.
Kaycee：LLC 面紗可依類似標準揭開。
Common Mistakes · what trips students
✗ LLC 成員無法限責任。
✓ Members generally have limited liability.
成員通常有限責任。
✗ LLC 不可揭開面紗。
✓ Piercing applies similarly to corporations.
可揭開。
Mini IRAC · build the Application
Issue. Are LLC members personally liable for a $500,000 debt the LLC cannot pay?
Rule. Members of an LLC are not personally liable for LLC obligations absent piercing of the LLC veil.
Application (model). The LLC has $200,000 in assets and owes $500,000; the creditor seeks to reach members' personal assets. Because LLC members are not personally liable for LLC debts absent grounds for piercing, the fact that the members ran the LLC properly with no fraud or commingling means there is no basis for personal liability.
Pick the right element for each blank:
g1.
g2.
Conclusion. Therefore, the members are not personally liable for the LLC's $300,000 deficit.
MBE Check · multiple choice
In a member-managed LLC, a member has authority to bind the LLC to:
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: