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When a company has been inactive for over 12 months and there are no remaining assets, it can be legally dissolved.
The indemnity clause provided that the LLC's manager ?shall not be liable for and shall be indemnified and held harmless ? from any loss or damage incurred ? in connection with the business of the Company, including costs and attorneys' fees ?
To form an LLC, articles of organization must be filed with a central state agency - usually the secretary of states office. Typically, the articles must include the name of the business, it's principal address, the name of the address of a registered agent, the members names, and how the LLC will be managed.
Exceptions to Limited Liability An owner of an LLC can lose their protections and be found personally liable if they: Personally guarantee a business debt or bank loan on which the LLC defaults.
Both corporations and LLCs authorize, and sometimes mandate, indemnification of agents but allow the entity to craft the indemnification terms. Indemnification encourages people to take on the responsibilities and risks of serving as decision makers for an entity.
The owner of a business can lose limited liability protection in several different circumstances. Misuse of Funds. Conflict of Interest. Fraud and Other Criminal Acts. Personal Guarantees. Avoid Risky Situations. Keep Excellent Records. Don't Mix Business and Personal. Record Business Owner Transactions.
If business owners use their personal bank account to deposit company funds or pay company expenses, they risk losing their limited liability protection. To avoid commingling, it is essential to maintain separate bank accounts for personal and business finances.
Understanding an LLC's limited liability protection. ... Obtain LLC insurance. ... Maintain your LLC as an independent entity. ... Establish LLC Credit. ... Keep 'just enough' money in the company. ... Explore strategies to protect assets from personal creditors.