Single-Member Limited Liability Companies Under Attack
August 31st, 2010
The Olmstead case recently decided by the Florida Supreme Court is cause for concern about liability protection afforded by single-member limited liability companies (LLC). In a very surprising decision, the Court ruled that a judgment creditor could take over the debtor’s interest in a single-member LLC to satisfy an outstanding judgment. This decision is contrary to the long-standing legal concept that LLCs provide liability protection for their owners.
In a strongly worded dissent, the minority justices expressed concern that this decision could impact multi-member LLCs as well. Since it appears that Courts would have a much more difficult time stretching this reasoning to a multi-member LLC, the possibility of adding an additional member and then limiting their right to participate in the operating agreement may be a good precautionary measure.
To our knowledge, there have been no Michigan cases reported on this subject. Also, keep in mind that this case does not change the “piercing of the company veil” concept which protects the personal assets of the member of the LLC against judgments obtained against the LLC, which in most cases is the bigger concern. Olmstead, in effect, is a reverse piercing of the veil where the creditor obtains a judgment against the member and then satisfies the judgment with assets from the LLC. We will keep you advised regarding any new developments in this area, particularly in Michigan.
Curtis & Curtis, P.C. is a full service law firm located in Jackson, Michigan providing superior legal services and advice to individuals, families and businesses throughout mid-Michigan since 1901.
This publication is provided for general informational purposes only and does not constitute formal legal or other professional advice. No attorney-client relationship is created with you when you read this information. The above information may be changed without notice and is not guaranteed to be complete, correct or up-to-date, and may not reflect the most current legal developments. If you have any questions or need assistance, please contact Curtis & Curtis, P.C.
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