Articles for August 2013

Business-Friendly Missouri Allows the Creation of “Series Limited Liabilty Companies”

    

Business-Friendly Missouri Allows the Creation of “Series Limited Liability Companies”On July 1, 2013, Missouri’s Governor Jay Nixon signed into law legislation allowing the creation of “series limited liability companies”. (SLLC).  Missouri is now one of very few states that allow business owners to create SLLCs.  In order to understand how an SLLC company generally operates, you should first understand the benefits of a standard limited liability company (LLC). 

     Generally, an LLC member’s personal assets are protected if the LLC is sued.  In other words, only those assets held by the LLC can be attached if a judgment is awarded against the LLC.  For example, if the assets owned by the LLC consist of rental property, then only those assets can be attached; not those of the individual LLC member. But in this example, the LLC’s assets can be attached, regardless of whether those assets consist of one parcel or twenty separate parcels of rental property.  However, if each separate parcel of rental property is owned by a separate LLC, then only the rental property of the individual LLC that has been sued can be attached.  Thus, not only are the LLC member’s personal assets protected, but so are the company assets in each of the other nineteen separate LLCs.  This technique of providing asset protection for each LLC, however, requires filing individual articles of organization for each one, accompanied by individual filing fees, and incurring the expenses attributable to the multiple and repetitive tasks associated with managing each LLC. 

     The SLLC, on the other hand, obviates the necessity of multiple filing fees and, to some extent, repetitive management tasks.  An SLLC consists of a parent LLC with two or more sub-LLCs, often call cells, under one umbrella.  The SLLC will have one name with each cell have the same name but distinguishing itself from the other cells.  For example, the cells under a parent-SLLC named Acme, LLC will be named Acme, LLC (Cell A), Acme, LLC (Cell B), and so forth.  Whereas a separate operating agreement is needed for each separate LLC, only one global operating agreement is needed for an SLLC provided, pursuant to Missouri’s new law, that each cell is identified therein.  Each cell has the power to conduct business as if it were a separate LLC, which includes conducting business with another cell under the same SLLC.

     Missouri’s new SLLC law emphasizes that while one or more cells may have separate business purposes or investment objectives from the other cells, those must be specified in the operating agreement.  The new law also sets out various other requirements that must be met and included in the operating agreement in order for a company to be part of an SLLC.  While the formation of a single LLC does not mandate the need for an operating agreement, the new law thus seemingly requires an operating agreement when forming an SLLC.  This means that the operating agreement for an SLLC must contain technical provisions not otherwise contained in a operating agreement designed for a single LLC.  Because of this, and the SLLC’s infancy in Missouri, legal advice should be sought when considering the formation of an SLLC. However, this new legislation provides reason for hope that Missouri is becoming more “business-friendly”.        

#LLC         #serieslimitedliabilitycompanies          #MissouriHB510

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The choice of a lawyer is an important decision and should not be based solely upon advertisements.

“We’re Sending You a Free Gift!”

More and more Americans use only their cell phones as their sole telephone number, both to avoid the expense of an unnecessary land line and to try to avoid the relentless robocalls and telemarketers who interrupt many an evening meal.   Since 2009 most robocalls have been prohibited by Federal law (15 U.S.C. 6101-6108We Are Going To Send You a Gift!), regardless of whether the phone number is listed on the ‘Do Not Call Registry’, unless the consumer has previously stated, in writing, that he or she wants to receive automated calls from the company in question. However, some robocalls remain legal, such as those from political organizations or charitable groups, which are considered “informational” and are not trying to sell you something (Federal law regulating telemarketing and robocalls also has a loop-hole for some prerecorded healthcare messages made by or on behalf of a covered entity, like the Social Security Administration, or their business associates).

Unfortunately, our cell phones are the next target of the telephone scammers, and at this point, the ‘Do Not Call Registry’ is not strong enough. Likewise, internet voice technology makes it easier for the crooks to beat the system to get around the ‘Do Not Call Registry’ and hide their identity. The harsh reality is that as technology advances, so do the scammers. 

For some consumers, the robocalls are more than a mere interruption or annoyance.  There has been a recent increase in robocalls specifically aimed at senior citizens.  Some calls even promise a free personal medical alert device that can be sent to them in the mail.  Typically, the robocall claims that the free device is gift from a loved one, physician, or provided under the Affordable Care Act. Once the consumer presses “1” to receive more information, they are connected to a sales representative to lure their personal information and sometimes con the senior into paying for the device and services.  Then the victim’s credit card is charged thousands for the service for the “free” medical alert device. Others have reported never receiving a phone call, but instead receive a “free” device in the mail.  Afterwards the victim receives threatening phone calls and invoices to pay for the device.

Both local and federal law enforcement agencies are scrambling to keep up with the technology and the scammers.  One by one, the illegal robocallers are shut down, but new ones pop up every day.  In 2012, the Federal Trade Commission held a summit to address the issue of rising illegal robocalls and to develop a solution to stop the rapid increase.  For now the best advice is to simply hang up.  No matter what the robocaller tells you, do not give your name, personal information, or press any buttons. Many robocalls purportedly offer a “opt out” feature, suggesting that calls will cease if you “press 2 to be removed from our list”, but the reality is that by doing so you simply confirm that the robocaller has reached a working number that will listen to messages.  Often consumers find that the number of robocalls actually increase after pressing a button to “opt out” of future calls.

Finally, if you do receive unordered merchandise or a “free gift” addressed to your home, you are under no legal obligation to return it or pay for it. If you are harassed for payment or return of the merchandise, call the police. 

To file a complaint, visit www.ftc.gov or call 1-877-FTC- HELP (1-877-382-4357).

Nothing posted on Evidentiary  Matters is to be considered legal advice or advertising.   
The choice of a lawyer is an important decision and should not be based solely upon advertisements.