Services / Limited Liability Companies

The vehicle of choice for closely-held enterprise.

The limited liability company has, in fifty years, become the dominant form of closely-held business enterprise in the common-law world — and now extends, with Wyoming's 2021 DAO supplement and the Marshall Islands DAO LLC Act of 2022, to entities whose governance runs on programmatic rather than human substrate. Members of our team have participated in drafting or amending LLC legislation in several jurisdictions.

Where the doctrine began.

Wyoming enacted the first U.S. limited liability company statute in 1977, and the form has since been adopted in every American state and a great many offshore centers. Members of our team have participated in drafting or amending LLC legislation in Delaware, Ohio, North Carolina, Wyoming, Nevis, Belize, and the Cook Islands — a lineage that informs every LLC we form today.

Why clients use the LLC.

Four features account for most of the LLC's utility:

Less corporate formality than the modern corporation — fewer required meetings, fewer mandated officer roles, fewer reporting obligations.
Liability protection: members are, under most LLC statutes, not personally responsible for the unpaid debts of the entity.
Flexibility of governance: managers need not be members, and members need not manage. Governance can be tailored to the relationship rather than imposed by template.
The charging-order limit on creditor remedies, in the jurisdictions whose statutes preserve it.

DAO LLCs — Wyoming and the Marshall Islands.

Two jurisdictions presently offer dedicated DAO LLC frameworks. Wyoming, in March 2021, supplemented its LLC Act to admit decentralized autonomous organizations as registered LLCs — the first U.S. domestic statute to do so. The Republic of the Marshall Islands followed in 2022 with a dedicated DAO LLC Act, providing an offshore complement under the same charging-order tradition. Members of a DAO LLC, in either jurisdiction, obtain the same liability protection and the same creditor remedy as members of a conventional LLC. We treat the DAO LLC, in our work, as another statute we operate within — not a category of its own — and we form them in whichever of the two jurisdictions the client's circumstances call for.

Where we form them.

The firm forms LLCs in Belize, Nevis, Wyoming, and the Marshall Islands as a function of our own offices and registry relationships. Where a client's structure requires an LLC in a different jurisdiction — Delaware, Florida, Nevada, the United Kingdom, Germany, Ireland — we extend through a network of long-standing service partners. The substantive judgment about which jurisdiction is correct for the matter is, in either case, ours to make.

The statutes that frame this work.

Wyoming Limited Liability Company Act

Wyo. Stat. § 17-29-101 et seq.

The successor to the 1977 Wyoming statute that originated the modern LLC.

§ 17-29-503: Charging order is the exclusive remedy of a creditor of a member, in single-member and multi-member LLCs alike.

Limited Liability Company Act (RMI)

RMI LLCA · 1996

The substantive Marshall Islands LLC framework. The basis on which DAO LLCs (under the 2022 Act) are registered as a class of LLC rather than a separate entity form.

Wyoming DAO Supplement

Wyo. Stat. § 17-31-101 et seq. · 2021

The 2021 supplement to Wyoming’s LLC Act admitting decentralized autonomous organizations as registered LLCs — the first U.S. domestic statute to recognize the form. Members obtain the same liability protection as a conventional Wyoming LLC.

Decentralized Autonomous Organization (DAO) LLC Act

RMI DAO LLCA · 2022

A dedicated DAO LLC statute, following Wyoming’s 2021 supplement and providing an offshore complement under the same charging-order tradition.

Available in

Belize · Nevis · Wyoming · Marshall Islands

Lighthouse Trust · Limited Liability Companies

Discuss limited liability company matters with the firm.

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