Legal Articles

General Partnerships, Death & Dissolution

General, common law partnerships are not as prevalent as corporations, limited liability companies, limited liability partnerships, or other statutory entities registered with the Missouri Secretary of State. A partnership may arise legally, however, if parties are not careful. Co-ownership and sharing of profits between one or more persons, without anything more formal (written or otherwise),…

LLC Derivative Lawsuits

Though the cases are not as nearly developed as with corporations, limited liability companies (LLCs) are subject to derivative lawsuits. A typical derivative lawsuit is one in which a member/owner of the company brings a claim on behalf of the LLC against a manager, director or third-party. Usually the manager/director is authorized to bring the…

LLC Manager Removal

Unlike with corporations, partnerships and other business entities, there are few statutory provisions addressing the procedures for removing a manager of a limited liability company in Missouri. If a LLC is manager-managed, then management is vested in the manager(s), who has the right and authority to manage the affairs of the LLC and make decisions…

Partnership Dissolution

A general partnership typically exists when two or more persons carry on a business as co-owners for profit. Stuart v. Overland Medical Center, 510 S.W.2d 494, 497 (Mo. Ct. App. 1974). It is more specifically defined as a “a contract of two or more competent persons to place their money, effects, labor and skill, or…

When you may be Personally Liable for LLC or Corporate Debt

One of the main benefits to forming a limited liability company or corporation is that the owners of the company are usually not personally responsible for the debts of the busness. There are exceptions to this general rule. First and foremost, if there is a personal guarantee for a business debt, then the personal guarantor…

Corporate Director/Officer, Limited Liability Company Manager Liability

Corporate officers and directors, as well as managers of limited liability companies (LLC), are generally protected from discretionary business decisions. Inevitably, when a suit is filed by a shareholder of a corporation or member of a LLC , the director, officer or manager will assert the business judgment rule as a defense to the lawsuit. …

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