Tuesday, December 29, 2015
Year-End Edition: LLCs Are Still Not Corporations, Even if They Try to Pass a Law
A quick break from grading for my year-end report on the use of "limited liability corporation" instead of the correct "limited liability company" when referring to LLCs. Hold on to your hats.
Since December 31, 2014, Westlaw reports the following using the term "limited liability corporation":
- Cases View all 381
- Trial Court Orders View all 93
- Administrative Decisions & Guidance View all 169
- Secondary Sources View all 1,071
For example, Massachusetts has the following proposed legislation from, Sen. Tarr, Bruce (R), with the following summary: " An Act relative to limited liability corporation filing fees." 2015 Massachusetts Senate Bill No. 238, Massachusetts One Hundred Eighty-Ninth General Court. Of course, the proposed change is to the state's Limited Liability Company Act, Mass. Gen. Laws Ann. ch. 156C, § 12 (West 2015).
And one proposed change to "limited liability corporations" is not sufficient for that state this year. Rep. Arciero, James (D), similarly proposed "An Act relative to limited liability corporations dealing with children." 2015 Massachusetts House Bill No. 304, Massachusetts One Hundred Eighty-Ninth General Court. The sponsors of these bills show that the "limited liability corporation" mistake is, at least, bipartisan.
Section 104(k)(1) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. 9604(k)(1)) is amended-
. . . .(3) by adding at the end the following:'(I) an organization described in section 501(c)(3) of the Internal Revenue Code of 1986 and exempt from taxation under section 501(a) of that Code;'(J) a limited liability corporation in which all managing members are organizations described in subparagraph (I) or limited liability corporations whose sole members are organizations described in subparagraph (I);'(K) a limited partnership in which all general partners are organizations described in subparagraph (I) or limited liability corporations whose sole members are organizations described in subparagraph (I); or'(L) a qualified community development entity (as defined in section 45D(c)(1) of the Internal Revenue Code of 1986).'.
Your title is reminiscent of the famous "Indiana Pi Bill" that attempted to legislatively square the circle. https://en.wikipedia.org/wiki/Indiana_Pi_Bill But while legislatures do not have the power to define mathematical truths, their power to muck up the law of business organizations has never been in doubt.
Posted by: Scott Killingsworth | Dec 30, 2015 7:36:24 AM