Page 184 - DMGT407Corporate and Business Laws

Unit 6: Partnership Act and Limited Liability Act

6.9 Formation of an LLC Notes

One or more persons may form an LLC by signing articles of formation in prescribed form and
filing them with the Registrar. The articles of formation must contain-

(a) The name of the LLC;
(b) The address of its first registered office and the name and address of its first registered
agent;

(c) If the LLC proposes to have a specific date of dissolution, the latest date on which the LLC
must dissolve;
(d) If the LLC will be formed on a date subsequent to the date of filing of the articles of
formation, that date; and
(e) Any other matters as the members may determine.
An LLC is formed on the date specified in the certificate of formation issued by the Registrar
under subsection (6). It is a separate legal entity, the existence of which as a separate legal entity
shall continue until it is dissolved. If he is satisfied that the requirements of this Act in respect of
formation have been complied with, the Registrar must, upon receipt of articles of formation,
register the articles in the Register and issue a certificate of formation. The certificate of formation
must specify the date of the formation of the LLC, which must be-
(a) The date of registration of the articles of formation; or
(b) If a later date for the formation of the LLC is specified in the articles of formation that date.

6.9.1 LLC Agreement

A written agreement concerning the affairs of an LLC and the conduct of its business may be
entered into by the members of the LLC either before, after or at the time of the signing of
articles of formation and the agreement shall take effect, whenever entered into, on the formation
of the LLC or upon such other date as may be provided in the agreement.
The articles of formation may be amended at any time and for any lawful purpose by filing
articles of amendment in prescribed form with the Registrar specifying-
1. The name of the LLC; and
2. The amendment to the articles.

6.9.2 Powers of Court

If a person required to sign a document under this Act fails or refuses to do so, any other person
who is adversely affected by the failure or refusal may apply to the Court to direct the signing
of the document. If, on an application made under subsection (1), the Court finds that any person
required to sign a document has failed or refused to do so, it-
(a) May order the person to sign the document; and
(b) May order the Registrar to register the document, whether or not the document has been
signed.

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