RESULTS FOR POST TAG: LLC operating agreements
Apr. 16, 2012 – J. Marc Ward, Iowa LLC Blog
A recent Delaware Court of Chancery ruling suggests drafters of LLC operating agreements may want to consider establishing a process by which managers of LLCs can be deemed to act in good faith and avoid application of the implied duty of good faith.
Aug. 15, 2010 – J. Marc Ward, Iowa LLC Blog
An opinion from the Superior Court of Vermont indicates once again why LLC operating agreements need to be drafted with care. In Casella Waste Systems, Inc. v. GR Technology, Inc., the question before the court was whether it had subject matter jurisdiction to dissolve two LLCs organized under Delaware law.
Apr. 18, 2010 – J. Marc Ward, Iowa LLC Blog
Iowa’s version of the statute of frauds is found at Iowa Code Section 622.32. It provides that evidence of a contract that is not to be performed within one year of its making is not valid, unless the contract is in writing and signed by the party against whom the contract is to be enforced.
Apr. 1, 2010 – J. Marc Ward, Iowa LLC Blog
If an LLC operating agreement prohibits transfers of an interest without the consent of the manager or the other members and provides for distributions at the discretion of the manager, a gift of an interest in that LLC probably does not qualify for the gift tax exclusion.
Mar. 24, 2010 – J. Marc Ward, Iowa LLC Blog
Should LLCs issue ownership certificates? The answer is generally no. Like the corporate seal, certificates are fast becoming anachronisms whose only purpose is to be lost. Now, having said that, there is one instance where certificates may be necessary.