Deal Making In The Internet Age: An Interview with John J. Maalouf

There's a wonderful interview of Mr. Maalouf which the videovoice can be seen by clicking here.

Mr. Maalouf of the Maalouf Law Firm can be contacted through his website here. 

John J. Maalouf of Maalouf Law Firm Interview

John J. Maalouf represents Fortune 500 companies and small business regarding all aspects of corporate and finance law.  He is known as one of the best in attacking the issues that his clients’ face.

Interviewer:  Janice Marie – Close-Up On America’s Business on January 8, 2008

Janice:  In today’s heavily regulated and highly competitive world, corporations are facing greater scrutiny and larger challenges than ever before meeting those challenges successfully requires an attorney or team of attorneys with expertise in all aspects of corporate law to help you structure and protect your company so you can maximize your success.  With us today is one such attorney.  Hi, I am Janice Marie with Close-Up on America’s Business.  We are high above the trading floor at the American Stock Exchange in New York City and joining me today is a gentleman who is recently named one of the top ten attorneys of 2007 in the United States in the areas of international trade and finance.  His name is John Maalouf, he is with the Maalouf Law Firm.  John, welcome.  It is great to have you with us today.

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General Counsel Services / Flat Fee Pricing

Some of our clients who do not have an in-house legal department have expressed the need for a legal advisor whose expertise spans a range of issues. Our attorneys can handle and/or manage entire legal portfolio, including preparing policies, drafting agreements and handling regulatory issues.  We offer a flat-fee, retainer-based set of services defined and budgeted to meet each client's needs.

Why a Michigan Limited Liability Company (LLC)?

Why select a Michigan Limited Liability Company over a corporation or other business entity such as limited partnership or general partnership?  All good questions which deserve explanation and answer.  The following are some general observations concerning the benefits of forming a limited liability company (LLC) in Michigan and reasons why you may want to consider forming the Michigan LLC over other available types of entities for your business. Consider the following in deciding whether to form a Michigan limited liability company.

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Corporate Formation Issues For Internet Entrepreneurs

Anyone beginning a new business venture or is doing business as a sole proprietorship should consider forming a limited liability company (LLC). Business formation is an important decision. The limited liability company is a blend of the best characteristics of corporations, partnerships and sole proprietorships with liability protection for the owner or owners. Listen to Traverse Legal Attorney Mark Clark in this radio interview as he discusses the reasons entrepreneurs might consider creating a limited liability company and its benefits such as the simplicity of operation, tax advantages and personal protection that it provides to the small business owner in Michigan and nationwide.

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Common Limited Liability Terms & Definitions

Here is a good primer on common definitions for Limited Liability Companies in Indiana:

Indiana Civil & Business Lawyer: You Want to Start a Limited Liability Company?

Some terms you should know for LLC's:

1. "Operating agreement"
"Operating agreement" means any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business that is binding upon all the members. (IC 23-18-1-16)

2. "Limited liability company" or "domestic limited liability company"
"Limited liability company" or "domestic limited liability company" means an entity that is an unincorporated association organized under this article. (IC 23-18-1-15)

3. "Member"
Sec. 15. "Member" means a person admitted to membership in a limited liability company under IC 23-18-6-1 and as to whom an event of dissociation has not occurred.

4. IC 23-18-1-8
"Event of dissociation"
"Event of dissociation" means an event that causes a person to cease being a member of a limited liability company as provided by IC 23-18-6-5.

5. IC 23-18-1-3"Articles of organization"
"Articles of organization" means the articles of organization described by IC 23-18-2-4 and any amended or restated articles of organization.

Indiana does not require an operating agreement for an LLC. However, I think a well founded LLC has an operating agreement.

Technorati Tags: llc, limited liability company, operating agreement

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LLC Members Insulated From Liability

Louisiana Law Blog: Limited Liability of LLC Members Affirmed

The court in Petch v. Humble, 41,301 (La.App. 2 Cir. 8/23/06) 2006 WL 2422914, --So.2d-- considered the limited scope of liability for members of a limited liability company. The plaintiffs in that case, property owners, sued a limited liability company that owned neighboring property and three members of the limited liability company. Plaintiffs claimed defendants negligently failed to obtain a stormwater permit before beginning to develop a subdivision and in failing to employ a stormwater pollution prevention plan, which allegedly resulted in damage to plaintiffs' property.

Technorati Tags: llc, limited liability, corporations

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Changes to the Limited Liability Company Act

In December 2002, Michigan amended the Michigan Limited Liability Company Act. Key provisions of the amendments include: Articles may be signed by nonmenber organizers Domestic LLC's may admit members that have not made a contribution or incurred an obligation to make a future contribution. Definition of "operating agreement" amended to allow single members LLC's to have an operating agreement. Definition of "majority in interest" added and clarifies voting is by majority in interest rather majority in number. Definition of "manager" revised to clarify that a designation of management by managers must be made in the articles of organization. Authorized agents permitted to sign documents required or permitted to be filed under the Limited Liability Company Act. Good standing certificates may be issued for LLC's and LLC's that are delinquent for two years in filing annual statements lose their good standing status and their name becomes available for use by others. The Administrator is required to provide the LLC's and PLLC's with notice of delinquency. If the company does not file it's missing annual statements or annual reports within 60 days of the notice, the company is not in good standing. A Certificate of Restoration may be filed by a LLC or PLLC, along with the missing annual statements or annual reports, to be restored to good standing. The amendments clarify that professional limited liablity companies are required to file both the annual statement filed by all limited liability companies and an annual report listing it's members and managers and certifying to their licensure. The annual statement fee is changed to $25 per Act. The amendements provide that an interest in a LLC may be held by tenants by the entirety. If the articles of organization or the act establish that the manager or member in a member managed LLC, lacks authority to bind the LLC a third party dealing with the person has "actual knowledge" of the limitation and cannot rely on apparent authority of the person to act on behalf of the LLC. The Act and the legislative analysis of the bill are available on the Legislature's website.

Naming a Limited Liability Company

The proposed name of a limited liability company must be distinguishable from the name of other corporations, limited partnerships or limited liability companies. The name also may not contain a word or phrase indicating it is organized for a purpose other than is stated in the Articles of Organization. A limited liability company name may not include the words "corporation", "incorporated" or the abbreviations "corp." or "inc.".

If a limited liability company is to operate under one or more names other than the limited liabilty companies true name, a Certificate of Assumed Name (BCS/CD 541) must also be filed. The assumed name must be distinguishable from the names of active limited partnerships, corporations or limited liability companies.

Prospective members should wait until the articles are filed before ordering or purchasing items such as signs, business cards and stationery to avoid problems that may arise due to a conflict with another entity's name.

If more time is needed to organize the limited liablity company the name may be reserved for 180 days.

Michigan Limited Liability (LLC) Forms

Michigan Limited Liability Companies exist to protect you from personal liability.  It is important to hire attorneys who know how to correctly file LLC paperwork with the State of Michigan.  Traverse Legal specializes in corporate representation and formation issues. Contact one of our experienced corporate lawyers today for a free consultation.

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Michigan Limited Liability Act

Limited Liability Company

A limited liability company is a business formed by an organizer who may, but need not be a member. It is a business entity separate from its members and liability is limited to the financial contribution made by the member. The members are the owners of the company. The management of the company is carried out by its members, unless the Articles of Organization provide for management by managers. Governance is set forth by the Articles of Organization or operating agreement. A limited liability company is formed by filing the Articles of Organization (form BCS/CD-700) with the Bureau. Michigan Limited Liability Act

AN ACT to provide for the organization and regulation of limited liability companies; to prescribe their duties, rights, powers, immunities, and liabilities; to prescribe the powers and duties of certain state departments and agencies; and to provide for penalties and remedies.

Michigan Limited Liability Act - State Of Michigan Statute

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