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In addition to the Articles of Organization and the Operating Agreement, part of any Limited Liability Company's paper trail and authentication of its records are certain papers and documents which must exist and be contained in the Company's Minutes & Record Book. When any challenge to the LLC is presented, those papers and documents are some of the first things the court or auditor will view. These papers must be signed by the member(s) and dated. They are: Approval of Capital Contributions. The capital contributions and units that are set down for the original organizing member(s) need to be listed along with the dollar value of each unit. A separate document of acceptance of this division among members must also be signed. Member Shares. The shares that each member holds in the Company must be set down, including percentage and division between member and manager. This document must be signed by the member(s). Management Structure. Sets down how the company is to be managed and by whom. If this document does not exist, the State may determine how the management of your company is structured. Continuance. The length of the company must be set or it will be determined by the State. Many States now allow for a perpetual LLC, but most do not and set a time frame in which the Company may operate. This document allows the company to set its own time frame and must be agreed to and signed by the member(s). Clarification. This document sets down the interpretation and understandings of terms and wordage found in the Operating Agreement. Without it, the State, courts and auditors Member Meetings. This outlines the meetings allowed by the Company so the member(s) are authorized to hold meetings away from the office, even in distant locations. This is necessary for claiming deductions associated with the annual, semi-annual and quarterly meetings. (see IRS Regulations for details) Licenses. In cases where the Company is involved in the use of licensing, such as construction, brokering, insurance, real estate, or other city, county or state licenses, who will hold the license and how it will be handled by the company, such as reimbursements, renewals, etc. Reimbursement Provisions. This very important paper-trail document sets forth the reimbursements of managers and members for expenses incurred for and in behalf of the company. Attorney's Fees. This is also a very important paper-trail document that allows attorney expenses incurred by the managers and members to be paid for, or reimbursed, by the company. Acceptance of Office. These several documents show the signed acceptances of the managers or members involving their acceptance of positions within the company, including officers, Secretary, and Treasurer. Authentication of Book of Records. This all-important document shows that all records contained in the Company Minutes and Records Book are authentic and represent the accuracy of all records. A very necessary paper-trail document. Agreement of Banking. An agreement of all the members and the resolutions necessary for the person assigned to open a banking account in the name of the company. This is an important document to satisfy the need of separation of finances and "alter-ego" claims. Vehicle Benefit Resolution. Necessary authorization that the managers or members can make deduction claims or reimbursement claims for the use of their vehicle for company business. Another required document is the Vehicle Purchase Resolution, which allows the Company to purchase a certain vehicle(s) as a deductible business expense. (See IRS regulations for details) Benefits Resolution. If the Company is to provide any benefits for the managers or members, this resolution is required. In a single member LLC, or a family held LLC, this is may not be necessary since the pass-through taxation may defeat the deductions authorized. Business Office Resolution. Allows the home office use and reimbursement or deduction of home office space dedicated to the business. (See IRS regulations for details) Capital Contribution Investment Provision. Allows a manager or member to make a capital contribution to the Company. Sets forth the amount in cash or asset submission. Acceptance of Investors. Allows for the inclusion of investors' contributions or investment with the company. This document is important in any LLC, but extremely important in a non-family held limited liability company. Promissory Note. A properly documented, worded, and filled-out Note allows for the lending of money from the company to an individual or manager or member, or the lending of money from an individual or manager or member to the company. Sets down the provisions of the loan, percentage of interest, and repayment agreement. Waiver of Notice. This important document sets down the agreement by the signed managers or members toward the location, time, and purpose of a meeting. It is crucial regarding the formation meeting and must be listed in, and become part of, the formation Minutes. Substitution Consent. Allows for the redistribution of membership percentage shares among the managers or members. Includes current, former, and future managers or members rights at being accepted and admitted into the company. Consent to Admission. Regards to accepting new members as managers or members in the company. Sets down the provisions of new members according to the Operating Agreement. Note: While it is not necessary to have each of these documents notarized, it may be helpful for any future challenge or attack against the company to be able to provide notarized copies of the company's records and documents. | ||||
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DISCLAIMER: The information provided on this site is for informational purposes only and is NOT to be relied upon as legal advice. This service is not a substitute for the advice of an attorney and we encourage users to have all documents created on our site reviewed by an attorney. No attorney-client relationship is established by use of our online forms or within our purchasable CDs, and the user is not to rely upon any information found anywhere on our site. THESE FORMS, CDs, AND ENTITIES ARE SOLD ON AN "AS IS" BASIS WITH NO WARRANTIES OR GUARANTIES. If you wish personal assistance in deciding whether the document or entity found on our site is right for you or desire representations and warranties upon the legality of the document you are purchasing in the jurisdiction you will be using it, contact an attorney licensed to practice law in your state | ||||||||||
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