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Category Archives: Business Law

Manager Managed

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 Partnership

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.

Limited Liability Company (L.L.C.)

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.

Franchise

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.

Fiduciary

A person who has the power and obligation to act for another under circumstances which require total trust, good faith and honesty.

Fictitious Name

A name under which a person conducts business other than his or her true or legal name. Missouri law requires any person or business entity who transacts business in the state under a name other than their own “true name” to register that business name with the Secretary of State. For a sole proprietorship, a business name is generally considered “fictitious” unless it contains the first and last name of the owner.

Doing Business As (d/b/a)

Abbreviated d/b/a or d.b.a., an alias: A name under which a business is conducted that is not the legal name of the person or persons who actually own and are responsible for it.

Director

A member of the governing board of a corporation or association elected by the shareholders or members.

Covenant Not to Compete

A provision in a contract in which one party agrees not to conduct a certain type of business for a specified time period in a certain geographic area. These provisions are common in employment agreements, franchise agreements and contracts for the sale of businesses.

Corporation

A body that is granted a charter recognizing it as a separate legal entity having its own rights, privileges, and liabilities distinct from those of its members.

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