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This Article documents the story behind the complex origins of the Limited Liability Company (LLC). Using unpublished letters, memoranda, and other documents, this Article shows the inside story of the interest group activity responsible for inventing the first LLC statute in 1977, the initial battle fought by the early LLC proponents to secure partnership classification from the Internal Revenue Service, and the organized efforts of LLC proponents in the 1990s lobbying the IRS for more favorable partnership classification rules, while encouraging the states to enact statutes. Professor Hamill offers a unique perspective on the story of the LLC through her experience as an attorney with the Chief Counsel's Office of the Internal Revenue Service (from 1990-1994) during many of the events described in the Article.

This Article also offers insights into the origins of the LLC by analyzing how certain business and tax dynamics came together, resulting in the LLC entering into the American landscape. Focusing on the historical evolution of corporations, this Article traces the LLC's earliest origins to the first few decades of the nineteenth century when state law power over the incorporation process cemented. Focusing on the twentieth century, this Article identifies first the modern income tax of 1913 as the LLC's modern origin, and then explores how the effective income tax burden of doing business in the corporate versus partnership forms and how the development of the markets for investments in independent oil and gas drilling ventures greatly affected the timing of the LLC's invention in the 1970s. An explanation of the LLC's rise to prominence in the 1990s concludes this Article.

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