Liability Risks in Unincorporated Associations: Limitations of Form and Unintended Consequences

Individual Liability; Limitations on Property Ownership; Jurisdiction Complexities; Limited Rights to Sue

A live 90-minute CLE webinar with interactive Q&A

Tuesday, September 24, 2019 (in 6 days)

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926

This CLE webinar will alert counsel to the significant risks involved in forming, operating, and participating in unincorporated associations. Awareness of this well-developed body of law can save counsel and client considerable trouble and expense.


Too often participants in unincorporated business associations, whether they be owners or their legal counsel, are taken by surprise. Planning without a full understanding of the law has resulted in over 3,000 appellate opinions in the last 10 years. Because these entities can be formed on purpose or unintentionally (as in the case of informal partnerships and unincorporated non-profit associations), counsel must know how to avoid unintended consequences.

The law of unincorporated business associations differs from state to state and then within the individual states. Participants in these ventures may find that, as contrasted with the law of business corporations, they have different rights as to (i) fiduciary duties, (ii) voluntary withdrawal from the venture, (iii) the possibility of expulsion from the venture, (iv) risks of phantom income and other negative tax consequences, (v) liquidating distributions upon death, (vi) transfer of ownership interests upon death, and (vii) the possible modification of the terms of the venture.

Listen as this panel of practitioners from a broad swath of legal disciplines explains and demystifies this important and oft-ignored area of the law. Gain valuable insight as to how to guide clients to make safer choices in entity planning.



  1. Identification of possible unincorporated association issues
    1. Organizations intended to be unincorporated
    2. Unintended unincorporated associations
  2. Rights of unincorporated associations
    1. Ownership of property
    2. Participation in lawsuits
  3. Liability relating to an unincorporated association
    1. Fiduciary duties to members
    2. Exposure of individual assets
    3. Class actions
  4. Variations in the law
    1. State vs. state
    2. State vs. federal
    3. Profit vs. nonprofit
  5. Client guidance
    1. Whether to pursue the unincorporated model at all
    2. Avoidance of unintentional association
    3. Rules for operating unincorporated associations


This panel will review these and other relevant matters:

  • Different types of unincorporated associations
  • Limitations on association rights
  • Liability relating to unincorporated associations
  • Differences in governing law
  • Client guidance steps


John F. (Johnny) Lyle, III
John F. (Johnny) Lyle, III
Lyle Johnson

Mr. Lyle practices law in the areas of corporate, partnership and limited liability company planning, estate planning,...  |  Read More

Rutledge, Thomas
Thomas E. Rutledge

Stoll Keenon Ogden

Mr. Rutledge devotes his practice to business and securities law with a specialized focus on the law of business...  |  Read More

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