
12-19-2006, 10:25 AM
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Senior Member
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Join Date: Dec 2006
Posts: 100
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Articles of Organization and LLC Resolution
I'd like to open a bank account, and I was informed that I need to have
Articles of Organization and
LLC Resolution
Q1. Since I formed a company in Delaware, I am supposed to file Articles of Organization to the state of Delaware. Is this correct?
Q2. If so, would you give me a general guideline of how I do this?
Q2.2 Also how long does it take to get Articles of Organization?
Q3. What is "LLC Resolution"?
Q3.2. Also how long does it take to get "LLC Resolution" (from the state of Delaware?)?
(My questions may be rather trivial since this is the first time that I form a company.)
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12-19-2006, 10:30 AM
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Q 1. Yes
Q 2. Contact your Secretery of State's office or your State Department of Commerce ... or whatever you call them in Delaware. They will be able to get you started.
Q 2.2 That's entirely dependent on your state and it's offices.
Q 3. Your LLC must have "rules of organization" ... similar to Article of Incorporation for a corporation. The actual "name" may vary from juristdiction to juristdiction, but an LLC must have "articles" on record that spell out ownership, duties and responsibilities of members, that sort of thing.
Q 3.3 Again, it depends on your state and, I think more importantly, whether or not you hhire a lawyer to at least look over your "resolution" if not actually draft it for you.
IMO, if can afford an attorney by any stretch of the budget, get one. Better to spend a few bucks to AVOID a problem than a small fortune FIXING one.
Good luck !
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12-19-2006, 10:41 AM
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Not that I don't want to assist, but I'm no lawyer. What works for me in my state may create disaster for you in Delaware. Short of an attorney, maybe your sec state's web site has some hints/tips.
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12-19-2006, 10:49 AM
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Ok, say, uh, I hire an attorney to create LLC Operating Agreements. How much does it cost? How much did it cost to you?
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12-19-2006, 10:51 AM
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$150 including several other things at the same time. But I've been doing business with the same lawyer for almost 20 years. My whole extended family uses him. We get cut rates. My best guess is that you'll pay somewhere between $150 and $300, depending on the amount of paper and the lawyer.
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12-19-2006, 10:55 AM
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I am currently creating LLC Resolution/LLC Operating Agreement in order for me to open a bank account. The following is my first draft. Please review and give me suggestions and feedback.
Thank you.
################################################## ###########
LIMITED LIABILITY COMPANY OPERATING AGREEMENT [- Align center]
FOR [- Align center]
[Name of the company] [- Align center]
A Single-Member Limited Liability Company [- Align center]
1. This operating agreement is made by [Name of the company], a Delaware limited liability company, the Company, and [My name], the Member.
2. The Company has been formed under the Delaware statute authorizing the formation of limited liability companies. The purpose of the Company is stated in the Certificate of Formation.
3. The Company will have one or more offices at places the Member designates. The initial registered office of the Company is located at [My address] and The Company Corporation® is the resident agent.
4. The Member has the right to manage the Company's business. The Member may delegate to another person the authority to perform specified acts on behalf of the Company.
5. In exchange for the Member's interest in the Company, the Member will contribute to the Company:
$100.00
6. For federal tax purposes, the Company will be taxed as a sole proprietorship, with profits and losses passing through to the Member.
7. The Member will determine the financial institution that will hold Company funds and will determine the authorized signatures on Company accounts.
8. The Company may admit one or more additional members upon such items as are determined by the Company and the Member. If new members are admitted, the articles of organization and the operating agreement will be appropriately amended.
9. The Member will determine when and how cash and other assets of the Company will be distributed.
Dated: [Date]
Name of Business: [Name of the company]
a Delaware limited liability company
By: [My name]
Printed Name: [My printed name], Member
Address: [My address]
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12-19-2006, 10:59 AM
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I find a resolution and an operating agreement to be two totally different documents. An operating agreement is like the bylaws of a company, which outlines what is to be done. A resolution should be a document which states the LLC authorizes you to open a bank account at whatever bank, and how many signers there should be, etc. If you're the only member of the LLC, you could write the document and sign it yourself on behalf of the entity. (Legally, it is a seperate entity. Whether you chose to have it taxed as a seperate entity [corporation] or not [sole proprietorship/partnership] was your decision.)
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12-19-2006, 11:02 AM
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Ok, ...
Q1. What information should there be in the LLC resolution?
Q2. Also is there any template for that?
Q3. Doesn't this operating agreement say that the LLC is a single-member LLC, and subsequently, I am authorized to act on behalf of the company?
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12-19-2006, 11:07 AM
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Q1 - It depends on what you're having resolved. Search for resolutions. They tend to have a few "WHEREAS" and then have a "RESOLVED that" and a resolution.
Q2 - I'm sure there is somewhere. Do a search.
Q3- An operating agreement can state that there is only one member. It can even state that on Monday's, it will be customary to do a dance at the supermarket.
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12-19-2006, 11:09 AM
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LOL! That's true--as long as dancing at the supermarket on Mondays isn't against state law. (Hey, one state has a law on the books that says you cannot carry an ice cream cone in your back pocket on Sundays, so you never know! )
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