Chapter 18
Limited Liability Business Forms
N.B.: TYPE indicates that a question is new, modified, or unchanged, as follows.
N A question new to this edition of the Test Bank.
+ A question modified from the previous edition of the Test Bank.
= A question included in the previous edition of the Test Bank.
true/false questions
1. A limited liability company is a citizen of every state of which their members are citizens.
ANSWER: T PAGES: Section 1 TYPE: + BUSPROG: Analytic AICPA: BB-Legal
2. Members of limited liability companies are shielded from personal liability in many situations.
answer: T PAGES: Section 1 TYPE: N BUSPROG: Analytic AICPA: BB-Legal
3. The alter-ego theory can be applied to a corporation, but not
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b. at least one member.
c. at least two members.
d. at least three members, including one general partner.
ANSWER: B PAGES: Section 1 TYPE: N BUSPROG: Reflective AICPA: BB-Legal
2. Bee Hive Honey, LLC’s members include Chad, Dolores, and others. For purposes of suing and being sued, Bee Hive Honey is
a. an aggregate of Chad, Dolores, and the other members.
b. a natural person in the members’ “family.”
c. a legal entity apart from the owners.
d. a non-participating third party.
ANSWER: C PAGES: Section 1 TYPE: = BUSPROG: Reflective AICPA: BB-Legal
3. Otto is considering forms of business organization for Pro Tree Service, his landscaping firm. Like most states, Otto’s state requires that to form a limited liability company, he must file with a central state agency
a. articles of certification.
b. articles of formation.
c. articles of organization.
d. no specific documents.
ANSWER: C PAGES: Section 1 TYPE: = BUSPROG: Reflective AICPA: BB-Legal
4. Custom Auto Body & Detailing, LLC, is a limited liability company. Unless indicated otherwise on the Custom Auto’s federal tax form, the firm will be taxed as
a. a cooperative.
b. a corporation.
c. a joint venture.
d. a partnership.
ANSWER: D PAGES: Section 1 TYPE: = BUSPROG: Reflective AICPA: BB-Legal
5. Business Enterprise Company agrees to sell a commercial office building and parking garage to City Investments, Inc., which assigns the rights to the realty to Downtown Properties, LLC.
As a hybrid of partnerships and corporations, LLC’s provide limited liability for debts and flexibility to be taxed as a partnership or corporation (Staring and Naming a Business Presentation, 2012, Slide 5). Some specific advantages include being empowered authorities in the management of the business, diversity of members, limited liability, pass-through taxation, and less paperwork (appreciated by many). A drawback of this business structure is the need for a tailored operating agreement that specifies the specific needs of the
Limited company is an organisation in which allow you set up and run your business. Any profits which are made within a limited company stays within the company after it has paid corporation tax, which then allows the company to share its profits.
Limited liability means it does not exceed the amount invested in a partnership or limited liability company. The limited liability feature is one of the biggest advantages of investing in publicly listed companies. While a shareholder can participate wholly in the growth of a company, his or her liability is restricted to the
Ingmar asks Jessie to contract with Jessie’s high school classmates to babysit Ingmar’s new baby. Jessie orally agrees to do so. This is
1) joint-stock company: Joint-stock companies were groups of people, where every member put up a
A limited liability company protects each partner from personal liability for certain obligations of the company. An important difference from other partnerships is that each partner is liable for the debts and obligations of the partners. With limited liability Company, each state has its own laws governing partners for these vessels. Some states allow only certain professions, such as lawyers and accountants to form LLP. Some states only provide protection from liability for negligence claims, leaving personally responsible for other types of requests partner. For tax purposes, profits are divided equally between the partners and the partnership is not taxed separately.
A limited liability company consists of a single owner, or sometimes more than one owner, and are not taxed as separate business entities. All profits and losses pass through the business to those who own the company. Owners must report profits and losses on their personal tax return filing as a corporation, partnership, or sole proprietorship. If the LLC is ran by a single owner, they file a 1040 Schedule C form as a sole proprietor. Partners file a 1065 form consisting of a partnership, and a form 1120 is filed if the LLC is filing as a corporation. The LLC must be registered such as the State Corporation Commission, Department of Commerce and Consumer Affairs, Department of Consumer and Regulatory Affairs, or the Division of Corporations and Commercial Code. The great thing about an LLC is that the owner has freedom in management. The owner is able to run the organization as they see fit not answering to anyone,
| If all members of a new foreign entity have limited liability, the entity is classified as an association taxed as a corporation.
Production sharing is intended to create U.S. jobs by encouraging the use of U.S.-made components when assembly of a product takes place in a foreign country.
The last of the four types includes the limited liability company, also known as a LLC. An LLC is an unincorporated form of business that carries characteristics of all of the other three forms of business. An LLC can choose to be taxed as a partnership, the owners can manage the business, and the owners have limited liability for debts and obligations of the partnership. LLC’s are
Licensees of IPRs are generally eager to operate under specific marketing quotas requested by the licensor.
The Bee Movie is a film that shows the never ending struggle between good and evil. After Barry Benson leaves the hive and begins to talk to humans, he sees that the humans have been harvesting and eating honey without the bees’ knowledge. He finds out that bee farms exist and their only purpose is to make bees work and to take the honey from them; from Barry’s eyes humans are grossly mistreating the bees. When he first gets to the farm, Barry overhears two beekeepers talking: “They make the honey and we make the money” (Hickner, Bee Movie). The bees work extremely hard to make honey, so Barry is appalled that humans are greedily taking their entire life’s work. Because of this, Barry decides to file a lawsuit against all humans. The case is set up in a way that presents the humans as bullies and the bees as defenseless, harmless creatures. As Barry explains in his opening statement, the honey companies are “exploiting tiny helpless bees,” and back in the hive bee news anchors tell the public that humans are “packing [honey] and profiting from it illegally” (Hickner, Bee Movie). It becomes very clear that humans are evil and bees are inherently good. Also, during the trial, Ray Liotta suggests that “someone just step on [Barry] and [the people involved in the lawsuit] could all go home,” proving that humans do not care about bees (Hickner, Bee Movie). The theme of good versus evil is supported through the fact that the bees use honey, one of the movies motifs, for everything. They use it as antenna gel, soap, toothpaste, food, and they even fill pools with it; honey is an integral part of their daily life. It is everything they know and humans are taking it without their consent. As soon as bees are eligible, they start to make honey and they work until they die. Honey is literally their life’s work and the bees want a say in who gets to use it.
This case is about whether the seller of beehives, Curtis Wilhelm, has a responsibility to warn a buyer’s employees about the dangers of working with beehives. The case was heard by the Texas Court and the Texas Court of Appeals. It was appealed to the Texas Supreme Court. Both the Court and Court of Appeals ruled that the seller, Wilhelm, did have a responsibility to warn the buyer and his employees. The Texas Supreme Court overturned the ruling.
Limited liability Company (LLC): Business’ owners are only subject to limited liability for company’s debts and actions. Owners will be only liable for their own mistakes or negligence that they may show in occasions.
The advantages to a LLC are: 1) Reduction of personal liability. A sole proprietor has unlimited liability, which can include the potential loss of all personal assets. 2) Taxes. Forming an LLC may mean that more expenses can be considered business expenses and be deducted from the company’s income. 3) Improved credibility. The business may have increased credibility in the business world compared to a sole proprietorship. 4) Ability to attract investment. Corporations, even LLCs, can raise capital through the sale of equity. 5) Continuous life. Sole proprietorships have a limited life,