Your Limited Liability Company: An Operating Manual
288
Your Limited Liability Company: An Operating Manual
288Paperback(Tenth Edition)
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Overview
A limited liability company can give your small business both tax benefits and protection from personal liability for business debts. But without careful record keeping, regular meetings, and formal minutes, you could lose these advantages.
Your Limited Liability Company provides all the instructions and forms you need to maintain the legal validity of your LLC. Forms include:
- Minutes of LLC Meeting
- Waiver of Notice of Meeting
- Approval of LLC Minutes
- Written Consents for Single-Member LLCs
You’ll also find more than 50 of the most commonly used legal resolutions to insert in your minutes or written consents. Use them to:
- declare distributions of LLC profits to members
- hire employees and contract with outside firms
- approve LLC contracts
- approve salary increases and bonuses
- authorize bank loans
- elect corporate tax treatment for your LLC, and
- amend the articles and operating agreement.
With Downloadable Forms Provides 70 minutes and resolution forms with step-by-step instructions on how to document important LLC decisions, votes, and transactions. All forms are included in the book and are available for download.
Product Details
| ISBN-13: | 9781413329636 |
|---|---|
| Publisher: | NOLO |
| Publication date: | 07/26/2022 |
| Edition description: | Tenth Edition |
| Pages: | 288 |
| Sales rank: | 628,548 |
| Product dimensions: | 8.30(w) x 10.80(h) x 0.60(d) |
About the Author
Tony is the author of many Nolo books on forming and operating corporations (profit and nonprofit) and LLCs. Among his current books are The Corporate Records Handbook; How to Form a Nonprofit Corporation; Incorporate Your Business; Form Your Own Limited Liability Company; and LLC or Corporation? His books and software have shown over 500,000 businesses and organizations how to form and operate a corporation or an LLC. Tony is a licensed helicopter pilot and guitarist.
Read an Excerpt
Introduction
Congratulations -- you've formed a limited liability company (LLC)! Running your business as an LLC gives you limited liability for business debts (like a corporation) but allows you to avoid some of the legal formalities and tax rules that apply to corporations. It's one of the most flexible -- and efficient -- ways small business owners can structure their business.
To get your LLC up and running, you've already had to complete some essential start-up tasks: preparing and filing articles of organization (called a "certificate of organization" in some states) and preparing and signing an LLC operating agreement. Once
these documents are completed and the initial membership interests are sold to the founders
and initial investors, you may be tempted to forego any further formalities and get back to doing what you do best -- running the day-to-day business.
You can't simply keep running your business exactly as you did before you formed an LLC,
however. There are a few new formalities and paperwork requirements you should observe to keep proper records of important LLC decisions, transactions, and meetings. This will protect your LLC status and keep members, managers, and others apprised of the LLC's activities.
This book will help you take care of these formalities, quickly and easily. It provides all of the forms and advice you'll need to:
- hold and document LLC managers' and members' meetings
- document actions taken by managers and members without having met, and
- approve common ongoing LLC legal, tax, and business decisions.
If you don'ttake the time to properly memorialize important decisions and meetings, you
could run into trouble. You can lose crucial tax benefits if you fail to properly document and
support important tax decisions and elections. Even worse, ignoring the legal technicalities
of running your LLC may jeopardize its legal existence as a separate business entity, which
means that you could be held personally liable for LLC debts. And, of course, as time passes
and memories fade, the reasons important LLC decisions were made, and the extent of each
member's or manager's participation in these decisions, may be forgotten. This can lead to
controversy and dissension, even in the ranks of a closely held LLC, unless you use written
minutes, consent forms, and resolutions to keep track of all important LLC decisions and votes.
Here are some reasons why you should record important LLC decisions:
- Annual LLC meetings may be required under your state law. If you fail to pay at least minimal attention to this and other ongoing legal formalities, you may lose the protection of your LLC limited liability status. If this happens, LLC members can be held personally liable for the debts of the LLC.
- The paperwork you create will provide a record of important LLC transactions. This "paper trail" can be important if disputes arise. It will show your managers, members, creditors, and suppliers, as well as the IRS and the courts, that you acted appropriately and in compliance with legal requirements.
- Formally documenting key LLC actions is a sure-fire way to keep all members informed of major LLC decisions, particularly those who don't manage the business day to day.
- Owners of small LLCs commonly approve business transactions in which they have personal, material, or financial interests. Your minutes or consent forms can help prevent legal problems by proving that these "self-interested" decisions were arrived at fairly, after careful consideration of the issues and full disclosure to the disinterested owners.
- Institutions like banks, trust companies, escrow companies, title companies, and property management companies may refuse to do business with your LLC unless you submit a copy of a manager or membership resolution approving the transaction in question. If you want to take
out a loan or purchase or rent property, for example, you may have to provide a resolution authorizing the transaction.
You don't need to document routine business decisions -- only those that require formal
manager or membership approval. In other words, you don't have to clutter up your LLC records binder (see Chapter 1) with records of decisions to purchase supplies or products, maintain or improve services or products, or other day-to-day issues.
However, key legal, tax, and financial decisions absolutely should be acted on and recorded by your managers and/or members. For example, you'll want to keep records of:
- the proceedings of annual meetings of managers and/or members
- the admission of a new member by the LLC
- the buyback of an existing membership interest by the LLC
- the purchase of real estate
- the authorization of a significant loan or substantial line of credit, and
- important federal or state tax elections.
These and other important decisions should be made by your managers and/or members and backed with legal paperwork. That way, you'll have solid documentation if key decisions are questioned or reviewed later by managers, members, creditors, the courts, or the IRS.
Who Should Use This BookAlthough all LLCs should formally record important decisions, some may need more help than this book provides. This book is for smaller LLCs -- those that are privately owned and have a manageable number of members (up to about 35) and employees (up to about 50) -- whose members and managers can work together without a great deal of controversy. A typical example is a family-owned LLC or an LLC that is owned by several people.
If your LLC is larger and/or sells membership interests to the public, you will have to contend with a wider variety of viewpoints -- and may not be able to count on the cooperation of all members in making or documenting decisions. Similarly, if a significant number of your LLC's members don't participate in the day-to-day management of the business, you'll need to use procedures that keep these members informed of LLC actions. The procedures described in
this book won't be sufficient for LLCs that have to contend with a lot of disagreement among
members or have to spend significant time and energy apprising far-flung, uninvolved members
of the LLC's activities.
Managers and Members in a Small LLC
In every business, someone must be responsible for managing the day-to-day affairs of the
company, and the LLC is no exception. There are two types of LLC management structures. In a member-managed LLC, all members are responsible for managing the business; most small LLCs take this form. In a manager-managed LLC, the business is managed by just some (not all) of its members, or is managed by one or more managers who is not an LLC member.
This book refers to "managers' meetings" and "members' meetings." However, if your LLC is member-managed, then you don't have to hold separate managers' meetings to approve LLC decisions -- a members' meeting will do. If your LLC is manager-managed, then you should hold separate managers' and members' meetings to approve important LLC decisions. After all, you want to make sure that all owners (all members) agree with the important decisions made by the management team.
How To Use This Book
This book explains, step by step, how to document important LLC decisions, votes, and transactions. You'll learn how to hold meetings and create the minutes, written consent forms,
resolutions, and promissory notes necessary to record LLC business.
You can handle most of this routine paperwork yourself, using the forms and instructions in this book. And, as explained in Chapter 2, LLC owners don't necessarily have to get together in person every time you have to make an important decision -- you may also be able to approve LLC business through written consents or minutes. (The methods you can use depend on your state's law -- see Appendix B for state-by-state LLC rules.) The information in this book will help you decide which approval method to use and how to prepare the necessary records.
The paperwork you'll need to complete consists of minutes and written consent forms for members and managers, together with resolution forms that are inserted into the minutes or consent forms to show approval of various types of LLC actions. To help you complete these forms, you'll find detailed instructions and samples in each chapter. All of the forms are included in Appendix C and on the CD-ROM accompanying this book.
However, you won't have to read the whole book cover to cover to get the information and forms you need. Start by reading Chapters 1 and 2, which explain some basics about LLCs and the options you have for making decisions. Armed with this information, you can decide whether to document the particular decision you're facing by (1) holding an actual meeting of your members and/or managers, (2) preparing minutes for a meeting that doesn't actually occur (called a "paper meeting"), or (3) obtaining the written consent of your members and/or managers to the action or decision at hand.
Table of Contents
Your LLC Companion 1
Why You Should Record Key LLC Decisions 1
Who Should Use This Book 3
How to Use This Book 3
When to Consult a Professional 4
1 LLC Documents 5
Organize Your LLC Records 6
Basic LLC Documents 6
2 Using Meetings, Minutes, and Written Consents 11
Three Ways to Make and Document Formal LLC Decisions 12
How Your Management Structure Affects Decision-Making Requirements 13
Questions and Answers About LLC Meetings, Minutes, and Written Consents 14
3 Steps to Take Before Holding a Meeting 21
Types of LLC Meetings 22
Steps to Prepare for a Meeting 24
4 How to Hold an LLC Meeting 49
5 How to Prepare Written Minutes of LLC Meetings 63
When to Prepare Minutes 65
Preparing the Minutes Form 66
6 How to Hold a Paper LLC Meeting 81
Decide Whether to Hold a Paper Meeting 82
How to Prepare Minutes of Paper LLC Meetings 84
7 How to Take Action by Written Consent Without an LLC Meeting 91
Step 1 Check Your Operating Agreement for Any Written Consent Rules 93
Step 2 Prepare Written Consent Form 93
Step 3 Place Signed Consent Forms in Your LLC Records Binder 95
8 Standard LLC Business Resolutions 97
When to Use Resolutions Discussed in This Chapter 98
Bank Account Resolutions 99
Assumed or "Fictitious" LLC Name Resolution 104
Resolution to Approve an LLC Contract 106
Real Property Resolutions 107
Delegation of Authority and Approval of Individual Contracts 111
Certification, Affidavit, or Acknowledgment of LLC Decision or Document 115
9 LLC Tax Resolutions 119
LLC Corporate Tax Treatment Election 121
Resolution for Approval of Independent Audit 122
Approval of LLC Tax Year 123
10 Resolutions to Amend the LLC Articles and Operating Agreement 125
Decide Whether You Need to Amend Your Articles or Your Operating Agreement 126
Amending Articles of Organization 127
Amending the LLC Operating Agreement 132
11 LLC Membership Resolutions 135
Distributions of LLC Profits to Members 137
Additional Capital Contributions by Members 142
Admitting LLC Members 146
Withdrawal of LLC Members 155
12 LLC Hiring and Compensation Resolutions 163
Approving Salaries for Members and Employees 164
Using Independent Contractors 168
Appointing and Paying Officers 170
Compensation for Attending LLC Meetings 172
Indemnification for Members, Managers, Officers, and Employees 173
13 Loans to the LLC 177
Bank Loans to the LLC 179
Loans to the LLC by Members and Other Insiders 189
Promissory Notes Overview 196
Promissory Notes for Loans to LLC 199
14 Loans by the LLC 215
Overview of Loans to Insiders 216
Legal Considerations for Loans to Insiders 217
Tax Consequences of Insider Loans 218
Resolution for LLC and Member Approval of LLC Loans to Insiders 220
Promissory Notes for Loans by LLC 222
Release of Promissory Note 236
15 Self-Interested Business Dealings Between the LLC and Its Members or Managers 237
Legal Duties Owed by Members and Managers 239
Resolution for Approval of Member or Manager Self-interested Business Deals 242
16 Lawyers, Tax Specialists, and Legal Research 245
How to Find the Right Lawyer 246
Finding the Right Tax Adviser 249
How to Do Your Own Legal Research 250
Appendixes
A Accessing This Book's Downloadable Forms on the Nolo Website 253
How to Access the Minutes Forms and Resolutions 254
Files Provided on Nolo's Website 255
B How to Locate State LLC Offices and Laws Online 259
How to Locate State LLC Offices Online 260
How to Locate Your State's LLC Act Online 260
Index 261
Interviews
There are now over 2,500,000 LLCs in the United States. But many new LLC owners form their LLC and then have no idea how to vote on resolutions or document decisions, or even know what decisions they need to make. LLCs need to keep minutes of important decisions just like corporations. Without recording important business and tax decisions in minutes forms, owners risk paying out of their own pocket for business debts and losses.
This book has minutes forms and resolutions for any decision an LLC will have to make, and explains how to use them. Every form a new LLC could need to record a decision is in this book.