Limited liability companies are citizens of every state of which any member is a citizen.
Plaintiff filed an action, alleging it was incorporated in Missouri, with its principal place of business in Missouri. It alleged defendant, a limited liability company, was incorporated in Delaware with its principal place of business in Illinois. Defendant agreed to these facts and filed a counterclaim. The trial court ruled in favor of plaintiff, and defendant appealed. On appeal, it was discovered that plaintiff was incorporated in Illinois, not Missouri as it had alleged. Several of defendant's members were citizens of Illinois. The appellate court vacated the judgment and remanded the case to be dismissed for lack of subject matter jurisdiction.
Is citizenship of a limited liability company determined by its principal place of business?
Citizenship of an LLC is defined by the citizenship of every general and limited partner. Counsel for both parties and the trial court judge made mistakes by not fact checking these points. The federal courts did not have subject matter jurisdiction in this case, because there was no diversity of citizenship, as parties from both sides were citizens of Illinois.