Beginning January 1, 2009, new LLCs will file certificates of organization, not articles of organization, to get things started. And the certificates live up to their names. The only information required in the certificates is the name of the LLC and the street and mailing addresses of the registered office and the registered agent.
It will be no longer necessary to state that the LLC has a perpetual existence; by law all LLCs will have a perpetual existence. The other key difference from current law is eliminating the necessity of relieving members and managers from liability to the limited liability company for monetary damages except for (1) breach of the duty of loyalty; (2) improper receipt of a financial benefit; (3) making an improper distribution to members; (4) intentional infliction of harm on the company or a member; and (5) an intentional criminal violation. This limitation of liability must be in the operating agreement,not the certificate, in order to be effective and bind the LLC.
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