Ultimate LLC Compliance Guide. Michael Spadaccini

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       Preface

      The Ultimate LLC Compliance Guide is built on this simple proposition: to devote more time and energy to running your limited liability company successfully and to avoid potential financial risk, you need to familiarize yourself with your state’s limited liability company act and have efficient, well-organized procedures for dealing with the extensive amount of required paperwork. To accomplish this, you need to first learn about LLC formalities, internal governance, recordkeeping, and LLC mechanics. This knowledge will help you:

      • Avoid personal liability for company actions;

      • Save money by preplanning company goals, avoiding common mistakes, and handling company maintenance in house;

      • Have a better understanding of issues when consulting with your attorney and accountant;

      • Realize that LLCs are flexible entities that can be tailor-made to fit your needs.

      This book is an operating and complicance manual: it will teach you how to run an LLC. From that standpoint, we presume that you already own or operate an LLC. Nevertheless, we’ll touch lightly on some formation issues as background and to highlight issues that arise while operating an LLC.

      This book strives to emphasize the areas of LLC formalities and mechanics you need to know to gain the benefits and avoid the risks of owning and operating an LLC. For example, among the many topics this handbook covers are good recordkeeping, compliance with state law, knowledge of your articles of organization and operating agreement, and member and manager meetings.

      If you are just starting to learn about LLCs, it will be helpful to take a long view of LLCs to learn about some concepts. If you are familiar with corporations, some of the concepts here will be familiar to you. LLCs differ from corporations, however. If I had to define an LLC in a simple phrase, I would say that an LLC is a special form of partnership that is granted liability protection through the effect of state law. At first glance, the greatest difference will be in the terminology. LLC owners are not typically called shareholders; they are called owners or members. LLCs can be managed by their owners. This is the simpler form of LLC, called a member-managed LLC. Or, an LLC can be managed by a one or more managers appointed by the members. These appointed managers are not directors or officers; they are simply called managers. This is a slightly more complex form of LLC, a manager-managed LLC. We’ll cover these concepts in depth in this book.

       QUICKLY FIND WHAT YOU NEED TO KNOW

      Limited liability companies are complicated, with numerous requirements and issues surrounding them. By breaking the issues into focused part, this book tries to make it as easy as possible for you to quickly locate the information you need.

      Part One, Sources of Authority, explains and defines limited liability company acts, articles of organization, and operating agreements. Devoting a chapter to each topic, this part details:

      • How state limited liability company acts provide the legal basis for forming and operating your LLC while allowing for flexibility;

      • What information the articles of organization must or may contain and why this is important to you personally and to your LLC; and

      • Why you need to know what your operating agreement requires and how you can structure your operating agreement to suit your particular needs.

      The part closes with an overview of taxation requirements and general information for all businesses.

      Part Two, The Limited Liability Company Players, identifies and describes the many participants that appear in the LLC universe. By clearly defining LLC roles—such as promoter, member, manager, and agent—you establish who is responsible for what in your LLC and you can increase your chance of success and reduce your potential personal liability.

      Part Three, Handling Ownership and Ownership Units, outlines the law surrounding the issuance of ownership to founders and investors and the law surrounding transfers of ownership. Chapter 7 goes further: it analyzes ways you can use your operating agreement to control ownership in your LLC.

      Part Four, LLC Formalities: Meetings, Minutes, and Resolutions of Managers and Members, focuses squarely upon legally mandated formalities such as meetings of managers and meetings of members. We fully outline, with sample documents, the process for calling, noticing, and conducting such meetings. We also address how to conduct LLC meetings by informal written resolution—a real time saver.

      Part Five, LLC Lawsuits and Personal Liability Protection, sets forth a framework for maximizing your LLC’s personal liability protection. Chapter 11 discusses basic information about suing and being sued as an LLC, while Chapter 12 brings the point home by relating real-life cases in which the owners of LLCs and corporations were judged personally liable for injuries or debts because of lapses such as poor recordkeeping, inadequate capital, absence of resolutions and stock records, and personal use of entity funds.

       USE THE BOOK’S FEATURES AS HANDY REFERENCES

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