There is no such thing as a Limited Liability Corporation. Sure, corporations to an extent enjoy limited liability, but that does not make them limited liability corporations — corporations are just corporations. The LLC designation actually stands for limited liability company, i.e. the LLC, and confusing company with corporation is legally incorrect. This may seem rather self-evident, but I get alerts from Google Scholar every time a judicial opinion, or order, uses the words “limited liability corporation,” and I am alerted nearly every single day with multiple examples.
In fairness to the court, however, most of the time (but not always!) it is the attorneys who incorrectly caption the case, but it is just more fun when we see the court make an error. Take this example from December 22, 2018, brought to us by the Southern District of Florida (emphasis mine):
Moreover, there are no facts alleging that Centerline [LLC] has suffered substantial emotional distress; the Court notes, without deciding, that it is highly questionable whether a limited liability corporation could suffer emotional distress. Count IV should be dismissed for failure to state a claim upon which relief can be granted.
Well, I would say it is beyond questionable: limited liability corporations do not exist! It could be that the court tracked the language in the briefs written by the attorneys; I do not know. Either way, conflating the corporate form with the limited liability company form — whether by mistake or not — is not legally correct. Sure, courts sometimes interpret limited liability company law by drawing analogies to corporate law, but it must be underscored that even in those cases, LLCs are strikingly different than corporations. But attorneys and judges are not the only ones to make this mistake.
Sunbiz.org, the official website of the Division of Corporations, State of Florida, fell victim to the limited liability conundrum corporation. For those unaware, Sunbiz.org is in charge of processing the filings of business entities throughout Florida. In 2017, the most recent filings statistic available, Sunbiz.org received 263,545 limited liability company filings, which quashes the 101,115 corporation filings. You would think they would know the difference (and they do, as you will soon find out), but to my surprise:
No! An LLC is not a limited liability corporation. Those do not exist! As an aside, I do wonder for how long these “Florida Limited Liability Corporation Filing Payment” pre-approval notices were on the website. Did anybody question this? Anyway, I figured I would phone in to let them know of the error. The supervisor I spoke with knew right away that LLCs are not corporations, and especially knew that the designation limited liability corporation does not exist, and that this error was probably some techies fault. After sending her proof (see above picture) — she was just as shocked as I was and had to see it! — IT quickly resolved the problem:
So the next time you find yourself engaged in conversation about the limited liability company, please remember this fun fact (or remind others): there is no such thing as the limited liability corporation. While I did not delve into the legal repercussions of conflating the corporation with the LLC — there are many, so stay tuned — I though it prudent to start my analysis by focusing on a much simpler matter, that being, and I repeat, limited liability corporations do not exist.
Ronald Iacone is the managing and founding partner of Iacone Law. He focuses his practice on asset protection representation, business and international law, and appeals to the interrelatedness of the three to best discuss your issue and solution.