Incorporation Specialist Blog

  (c) for purposes of imposing liability on any member or manager of a limited liability company for the debts, obligations or other liabilities of the company, a court shall consider only the following factors no one (1) of which, except fraud, is sufficient to impose liability:     (i)    Fraud;     (ii)   Inadequate capitalization;     […]

Accordingly, the Certificate of Formation and Operating Agreement for this type of LLC will generally have a long list of restrictions on the company that are copied from loan documents. Significantly, CMBS lenders do not rely on having these provisions in the loan documents but require them in the company’s organizational documents, perhaps to emphasize […]

The following morning, I boarded an early flight to Puerto Rico to finish my last week of training and compete in the Puerto Rican qualifying regatta. After about 16 hours of travel (including a missed connection in Miami), I arrived in Puerto Rico. Although I now live in Philadelphia, I felt at home and back […]

Generally speaking, the sooner you incorporate, the better. The liability shield is not created until the company is incorporated. You may have what is called “promoter” liability (personal liability) for pre-incorporation obligations, even if those are ratified by the subsequently incorporated entity. With that said, end of the year incorporating is another issue. Should you […]