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41 Case W. Res. L. Rev. 387 (1990-1991)
Assessing the Limited Liability Company

handle is hein.journals/cwrlrv41 and id is 397 raw text is: ASSESSING THE LIMITED LIABILITY
COMPANY
Wayne M. Gazur* and Neil M. Goff**
The limited liability company is one of the newest forms of
business organization. This form combines the limited liability
of a corporation with the tax benefits normally associated with
a partnership. The authors examine various implications and
ramifications of this organizational form.
TABLE OF CONTENTS
INTRODUCTION        ..........................     389
I. STRUCTURE AND OPERATION ............                393
A. The Partnership Association -    Precursor to
the  LLC  ...............................      393
B. The LLC Statutory Schemes ..............        395
1.   Form ation  ............ : ............   396
2.   Stated Period of Duration ............    399
3.   Liability of Members ................     400
4.   Capital Contributions ................    404
5.   M anagement  .......................      405
6.   Operating Agreement and Members ...       408
7.   Books, Records, and Information ......    411
8.   Division of Profits, Losses, and Distribu-
tions  ..............................     4 11
* Associate Professor of Business and Law, University of Colorado. B.S., University
of Wyoming (1976); J.D., University of Colorado (1981); LL.M., University of Denver
(1984).
** Shareholder and Director, Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
B.B.A., Gonzaga University (1975); J.D., Gonzaga University (1978); LL.M., University
of Denver (1981). The authors gratefully acknowledge the research assistance of Tom
Magee and Rebecca Hall, law students at the University of Colorado, and the helpful
comments of Betty Jackson and Norton Steuben in reviewing an earlier draft of this
article.

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