Your Limited Liability Company

Your LLC Companion

1. LLC Documents

• Organize Your LLC Records
• Basic LLC Documents

2. Using Meetings, Minutes, and Written Consents

• Three Ways to Make and Document Formal LLC Decisions
• How Your Management Structure Affects Decision-Making Requirements
• Questions and Answers About LLC Meetings, Minutes, and Written Consents

3. Steps to Take Before Holding a Meeting

• Types of LLC Meetings
• Steps to Prepare for a Meeting

4. How to Hold an LLC Meeting

• Step 1. Call and Provide Notice of the Meeting
• Step 2. Prepare an Agenda for the Meeting
• Step 3. Prepare Meeting Resolutions in Advance
• Step 4. Get Together to Hold the Meeting
• Step 5. Hold a Meeting in Cyberspace If You Have the Equipment and Know-How
• Step 6. Appoint a Chairperson and Secretary
• Step 7. Chairperson Calls the Meeting to Order
• Step 8. Secretary Determines Whether a Quorum Is Present
• Step 9. Secretary Reads Minutes or Summarizes Business of Last Meeting
• Step 10. Handle Any Unfinished Business
• Step 11. Officers and Committees Present Reports
• Step 12. Introduce and Discuss Specific Proposals
• Step 13. Take the Votes of Managers or Members
• Step 14. Adjourn the Meeting

5. How to Prepare Written Minutes of LLC Meetings

• When to Prepare Minutes
• Preparing the Minutes Form

6. How to Hold a Paper LLC Meeting

• Decide Whether to Hold a Paper Meeting
• How to Prepare Minutes of Paper LLC Meetings

7. How to Take Action by Written Consent Without an LLC Meeting

• Step 1. Check Your Operating Agreement for Any Written Consent Rules
• Step 2. Prepare Written Consent Form
• Step 3. Place Signed Consent Forms in Your LLC Records Binder

8. Standard LLC Business Resolutions

• When to Use Resolutions Included in This Chapter
• Bank Account Resolutions
• Assumed or "Fictitious" LLC Name Resolution
• Resolution to Approve an LLC Contract
• Real Property Resolutions
• Delegation of Authority and Approval of Individual Contracts
• Certification, Affidavit, or Acknowledgment of LLC Decision or Document

9. LLC Tax Resolutions

• LLC Corporate Tax Treatment Election
• Resolution for Approval of Independent Audit
• Approval of LLC Tax Year

10. Resolutions to Amend the LLC Articles and Operating Agreement

• Decide Whether You Need to Amend Your Articles or Your Operating Agreement
• Amending Articles of Organization
• Amending the LLC Operating Agreement

11. LLC Membership Resolutions

• Distributions of LLC Profits to Members
• Additional Capital Contributions by Members
• Admitting LLC Members
• Withdrawal of LLC Members

12. LLC Hiring and Compensation Resolutions

• Approving Salaries for Members and Employees
• Using Independent Contractors
• Appointing and Paying Officers
• Compensation for Attending LLC Meetings
• Indemnification for Members, Managers, Officers, and Employees

13. Loans to the LLC

• Bank Loans to the LLC
• Loans to the LLC by Members and Other Insiders
• Promissory Notes Overview
• Promissory Notes for Loans to LLC

14. Loans by the LLC

• Overview of Loans to Insiders
• Legal Considerations for Loans to Insiders
• Tax Consequences of Insider Loans
• Resolution for LLC and Member Approval of LLC Loans to Insiders
• Promissory Notes for Loans by LLC
• Release of Promissory Note

15. Self-Interested Business Dealings Between the LLC and Its Members or Managers

• Legal Duties Owed by Members and Managers
• Resolution for Approval of Member or Manager Self-Interested Business Deals

16. Lawyers, Tax Specialists, and Legal Research

• How to Find the Right Lawyer
• Finding the Right Tax Adviser
• How to Do Your Own Legal Research

A. Appendix A: How to Use the CD-ROM

• Installing the Form Files Onto Your Computer
• Using the Word Processing Files to Create Documents
• Files Included on the Forms CD

B. Appendix B: State Information

C. Appendix C: Forms

• Preparing for LLC Meetings

• • Meeting Summary Sheet
  • Meeting Participant List
  • Notice of Meeting
  • Acknowledgment of Receipt of Notice of Meeting
  • Membership Voting Proxy
  • Certification of Mailing of Notice

• LLC Minutes and Written Consents

• • Minutes of LLC Meeting
  • Waiver of Notice of Meeting
  • Approval of LLC Minutes
  • Cover Letter for Approval of Minutes of LLC Meeting
  • Written Consent to Action Without Meeting

• Standard LLC Business Resolutions

• • Authorization of Treasurer to Open and Use LLC Accounts
  • Authorization of Treasurer to Open and Use Specific LLC Account(s)
  • Authorization of LLC Account and Designation of Authorized Signers
  • Authorization of Rental of Safe Deposit Box
  • Adoption of Assumed LLC Name
  • Approval of Contract
  • Approval of Lease of Premises by LLC
  • Purchase of Real Property by LLC
  • Authorization of Sale of Real Property by LLC
  • Delegation of LLC Authority
  • Ratification of Contract or Transaction
  • Rescission of Authority
  • Certification of LLC Resolution
  • Affidavit of LLC Resolution
  • Acknowledgment

• LLC Tax Resolutions

• • LLC Election of Corporate Tax Treatment
  • Approval of Independent Audit of LLC Financial Records
  • Approval of LLC Tax Year

• Resolutions to Amend the LLC Articles and Operating Agreement

• • Approval of Amendment to Articles of Organization
  • Approval of Restatement of Articles of Organization
  • Amendment of Articles Form
  • Amendment of LLC Operating Agreement

• Membership Resolutions

• • Approval of LLC Distribution
  • Approval of Additional Contributions of Capital by Members
  • Admission of New Member
  • Approval of Transfer of Membership
  • Approval of LLC Purchase of Interest of Withdrawing Member

• LLC Hiring and Compensation Resolutions

• • Approval of LLC Hiring
  • Approval of Bonuses and Salary Increases
  • Approval of Independent Contractor Services
  • Appointment of LLC Officers
  • Authorization of Payment for Attending LLC Meetings
  • Annual Stipend for Attendance at LLC Meetings
  • LLC Indemnification and Insurance

• Loans to the LLC

• • Authorization of Loan to LLC at Specific Terms
  • Authorization of Maximum Loan Amount to LLC
  • Authorization of LLC Representative to Borrow Funds on Behalf of LLC as Needed
  • Authorization of Loan Terms Secured by LLC Property
  • Authorization of Line of Credit
  • Authorization of Line of Credit With Cap on Each Transaction
  • Authorization of Line of Credit Secured by LLC Property
  • Approval of Loan to the LLC
  • LLC Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
  • LLC Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by LLC Property
  • LLC Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
  • LLC Promissory Note: Periodic Payments of Interest With Lump-Sum Principal Payment
  • LLC Promissory Note: Lump-Sum Payment of Principal and Interest on Specified Date
  • LLC Promissory Note: Lump-Sum Payment of Principal and Interest on Demand by Noteholder
  • LLC Promissory Note: Special Schedule of Payments of Principal and Interest

• Loans by the LLC

• • Approval of LLC Loan to Insider
  • Individual Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
  • Individual Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Property
  • Individual Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
  • Individual Promissory Note: Periodic Payments of Interest With Lump-Sum Principal Payment
  • Individual Promissory Note: Lump-Sum Payment of Principal and Interest on Specified Date
  • Individual Promissory Note: Lump-Sum Payment of Principal and Interest on Demand by Noteholder
  • Individual Promissory Note: Special Schedule of Payments of Principal and Interest
  • Release of Promissory Note

• Self-Interested Business Dealings Between the LLC and Its Members or Managers

• • LLC Approval of Transaction Benefiting a Member or Manager

Index