You will by now have read all assigned materials pertaining to limited liability companies. Limited liability companies are not to be confused with limited liability partnerships or limited partnerships. These are three different things, and you need to know the difference.
You are practicing law in Baton Rouge. A client has just come to your office and told you he or she wishes to go into business manufacturing widgets.
When you asked the client whether there are to be any partners, the client told you that this is a one-person business. Assume you have discussed with your client the various forms of business organization. Assume that you and your client agree that a one-person limited liability company is just what your client needs.
Please prepare the necessary documents to have your client to sign, some of which you would in real life need to file with the secretary of state. These documents must include:
| 1. | Articles of organization, individually typed. You may use the secretary of state's downloadable forms as a guide, but your client will be most unimpressed if you just fill in the blanks on a printed form. You don't want your client thinking, "I could have done this myself and saved a lot of money." |
| 2. | An initial report. Here you may use the secretary of state's downloadable form. |
| 3. | A cover letter to the secretary of state, on your law-office letterhead and properly addressed, describing what is enclosed for filing, and stating that a check is enclosed in the amount of $________ (you decide the amount, but please get it right). |
| 4. | An operating agreement (this does not get filed with the secretary of state, but your client needs one). You may search form books and Westlaw for a short operating agreement suitable for a one-person LLC. The shorter the better. One individually typed page will suffice. |
You are to be the notary, so please so indicate on the documents. This will enable your professor to correct and assign a letter grade to what you turn in (which letter grade will be revealed to you, but which grade will be recorded by your professor only as a pass-fail for purposes of determining whether you have completed all required course work). If your work is deficient, you will be permitted and required to do it over. This assignment must, however, be completed to pass the course.
It is suggested you save your work on a diskette or hard drive so as to be able to make corrections in the event you are required to do so.
You are the attorney, and therefore you should be able to find everything you need to draft the necessary documents. A good place to start is on the secretary of state's web site. Go to the Commercial Division: http://www.sec.state.la.us.