Difference between revisions of "Entities in Pennsylvania"
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| + | Unless the Operating Agreement provides otherwise, an LLC will dissolve 180 days after it ceases to have any Members, unless transferees owning the rights to receive a majority of distributions as transferees give consent to admit at least one Member.<ref>15 Pa.C.S. § 8871(a)(3). An individual is dissociated as a Member upon death, or under other listed circumstances. 15 Pa.C.S. § 8861.</ref> A dissolved LLC continues after dissolution only for the purpose of winding up, and may, but is not required to, file a certificate of dissolution.<ref>15 Pa.C.S. § 8872(a), (b).</ref> An LLC in the process of winding up may transfer the company's property.<ref>15 Pa.C.S. § 8872(b)(2)(iv).</ref> If the dissolved LLC has no members, the personal representative, guardian, or other person authorized to act on behalf of the last person to have been a member may wind up the LLC.<ref>15 Pa.C.S. § 8872(c).</ref> | ||
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==Underwriting LLCs== | ==Underwriting LLCs== | ||
'''Standard Requirement:'''<br> | '''Standard Requirement:'''<br> | ||
Latest revision as of 09:50, 4 October 2023
Contents
Corporations
Nature
Creation
Authority
Dissolution
Underwriting Corporations
Standard Requirement:
Limited Liability Companies (LLC)
LLCs are governed by the Pennsylvania Associations Code, and specifically Chapter 88.
Nature
An LLC is an entity distinct from its member or members, and has a perpetual duration.[1]
Creation
Authority
Dissolution
Unless the Operating Agreement provides otherwise, an LLC will dissolve 180 days after it ceases to have any Members, unless transferees owning the rights to receive a majority of distributions as transferees give consent to admit at least one Member.[2] A dissolved LLC continues after dissolution only for the purpose of winding up, and may, but is not required to, file a certificate of dissolution.[3] An LLC in the process of winding up may transfer the company's property.[4] If the dissolved LLC has no members, the personal representative, guardian, or other person authorized to act on behalf of the last person to have been a member may wind up the LLC.[5]
Underwriting LLCs
Standard Requirement:
(a) Certificate of Organization and all Amendments thereto filed with the Department of State of Pennsylvania.
(b) Operating Agreement and all Amendments thereto.
(c) Furnish proof that all the Consents and Requirements of the Operating Agreement have been met with respect to the authority of the members or managers to execute and deliver the title documentation on behalf of said LLC for this transaction.
(d) Settled taxes due the Commonwealth of Pennsylvania by said LLC.
(e) Furnish proof that said LLC is presently in good standing with the State of Pennsylvania or other state of formation, and that it has registered to do business in Pennsylvania.
Partnerships
General Partnerships
Limited Partnerships
Limited Liability Partnerships & Limited Liability Limited Partnerships
Unincorporated Associations
Business Trusts
Sole Proprietorships
Sole proprietorships, even when accompanied by a "doing business as" or fictitious name filing, are not separate entities from their owners, and do not offer any protections from liens or judgments against the owner or the business.
