Ultimate LLC Compliance Guide. Michael Spadaccini

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СКАЧАТЬ owners “hide” behind the publicly disclosed nominee manager. A common use of a nominee manager is to protect assets: a Nevada entity owner that wishes to hide assets can assign them to the Nevada entity and can then appoint a nominee manager and direct that person to serve the owner’s interest. The use of nominee managers has little value to an ordinary small business, but it’s effective for asset protection.

WHY ARE YOU REQUIRED TO FILE DOCUMENTS?

      When an LLC is formed, it files articles of organization. An LLC will also file periodic reports and a host of other public documents. These public filings serve the purpose of providing public notice. For example, articles of organization notify the public that an LLC has been formed and identify the person to contact in the event of a claim against the LLC, articles of merger inform the public that two companies are becoming one, and articles of dissolution inform the public that an LLC is discontinuing its business.

      Notice is important. It identifies an entity, which in turn makes it easier for government agencies to assess the entity for its share of taxes and other fees. Notice also protects consumers and creditors: it lets them know whom to serve with lawsuits and where in the event of a dispute.

FINAL THOUGHTS ON LIMITED LIABILITY COMPANY ACTS

      To help you remember what’s in a limited liability company act, the statutory checklist at the end of this chapter lists the items that are usually found in these acts. The second list describes the most common documents that are filed with the secretary of state. Most of these documents are required or permitted to be filed by a limited liability company act.

      More important, remember that most sections of limited liability company acts are prefaced with this language: “Unless otherwise provided in the articles of organization or operating agreement. . . .” You have the flexibility to customize your LLC to fit your needs. The statutes are important, but your articles and operating agreement will more often than not establish requirements for your corporation.

       Use this checklist to identify areas where you may need to refer to your state’s statute to determine the proper course of action. Many of these concepts are described in later chapters.

       Checklist: Statutory Matters

      • Filing requirements

      • Organizers

      • Articles of organization

      • Liability for preorganization transactions

      • Operating agreement

      • Emergency operating agreement

      • LLC purposes and powers

      • LLC name

      • Name reservation

      • Registered office and registered agent

      • Changing registered office or agent

      • Resignation of registered agent

      • Service of process on LLCs

      • Terms of classes or series of ownership interests

      • Issuance of ownership interests

      • Liability of owners

      • Restriction on transfer of ownership interests

      • Distributions to owners

      • Owner annual and special meetings

      • Court-ordered owners’ meetings

      • Consent resolutions by owners without meeting

      • Notice of owners’ meetings

      • Waiver of notice of owners’ meetings

      • Record date

      • Owners list for meeting

      • Voting entitlement for membership interests

      • Proxies

      • LLC acceptance of member votes

      • Quorum and voting requirements for voting groups

      • Modification of quorum or voting requirements

      • Voting for managers/cumulative voting

      • Voting trusts

      • Voting agreements

      • Derivative lawsuits

      • Requirements and duties of appointed managers

      • Qualifications of managers

      • Number and election of managers

      • Election of managers by certain classes of owners

      • Terms of managers

      • Staggered terms for managers

      • Resignation of managers

      • Removal of managers by owners

      • Removal of managers by judicial proceeding

      • Compensation of managers

      • Managers’ meetings

      • Action by managers without meeting/consent resolutions

      • Notice of managers’ meetings

      • Waiver of notice of managers’ meetings

      • Quorum and voting at managers’ meetings

      • Committees of the managers

      • General standards of conduct for managers

      • Conflicts of interest

      • Loans to managers

      • Required officers for LLC

      • Duties of officers

      • Standard of conduct for officers

      • Resignation and removal of officers from office

      • Authority to indemnify managers

      • Advances to managers and officers for expenses

      • Court-ordered indemnification

      • Determination and authorization of indemnification

      • Indemnification of officers, employees, СКАЧАТЬ