Phrase referring to a court’s refusal to grant immunity to corporate shareholder, officers or entities for their wrongful acts. Courts will do so when, among other instances, the corporation is engaged in fraud, or has not operated with the requisite corporate formalities (such as not commingling funds of the corporation and its shareholders, directors or officers).

A business enterprise entered into for profit which is owned by more than one individual, corporation or other entity under a verbal or written partnership agreement. The law does not recognize the partnership as a separate distinct entity; rather, it considers the partnership to be all of the partners acting together.

A contract among members of a limited liability company governing the membership, management, rights, duties, operation, capital contributions, voting rights, transfer of interest, dissolution and distribution of income of the company. All LLC’s should have an operating agreement, including single member LLCs, for the preservation of the corporate form and formalities.

A member’s rights or ownership in a limited liability company. This interest may include the member’s share of the profits and losses of the LLC, the right to receive distributions of the LLC’s assets, and rights to vote or participate in management or operation of the LLC.

A limited liability company (LLC) that is run by one, some or all of its owners/members (as opposed to being run by a manager). The Articles of Organization of the company must specify is the company is member managed or manager-managed.

A person who has membership or ownership interest in a limited liability corporation and who has signed an operating agreement. Similar to a shareholder of a corporation.

A limited liability company (LLC) that is run by appointed or elected managers (as opposed to the owner/members). The articles of organization must specify if the company is member managed or manager-managed. The choice of management structure may have legal ramifications concerning the liability of the members and/or managers. Managers are not required by law to be members of the limited liability company.

Limited partnerships must have at least one general partner who is responsible for all debts, liabilities and other obligations of the partnership and one or limited partners. The liability of the limited partners is usually limited to the amount that each partner has invested or agreed to invest in the partnership. A limited partner should not take an active role in the business. By taking an active role, a limited partner may become personally liable for the partnership debts and obligations.

A limited liability company (LLC) is not a corporation, partnership or trust; but has corporate-like liability protection for the owners and partnership-like flexibility in capital and management structure. Members of the company can be actively involved in the management and operation of the business, but they are personally shielded from company debts and liabilities. Limited liability companies are relatively easy to organize and maintain. In Missouri, a limited liability company can conduct any business activity. Business owners use this type of organization because it can combine the liability protection of corporations with the flexibility and tax advantages of partnerships.

A written or oral arrangement in which a person grants to another person a license to operate a business, use a trade name, trademark, service mark, or related characteristic for a definite or indefinite period.