Table of Contents
Your LLC Companion 1
Why You Should Record Key LLC Decisions 1
Who Should Use This Book 3
How to Use This Book 3
When to Consult a Professional 4
1 LLC Documents 5
Organize Your LLC Records 6
Basic LLC Documents 6
2 Using Meetings, Minutes, and Written Consents 11
Three Ways to Make and Document Formal LLC Decisions 12
How Your Management Structure Affects Decision-Making Requirements 13
Questions and Answers About LLC Meetings, Minutes, and Written Consents 14
3 Steps to Take Before Holding a Meeting 21
Types of LLC Meetings 22
Steps to Prepare for a Meeting 24
4 How to Hold an LLC Meeting 49
5 How to Prepare Written Minutes of LLC Meetings 63
When to Prepare Minutes 65
Preparing the Minutes Form 66
6 How to Hold a Paper LLC Meeting 81
Decide Whether to Hold a Paper Meeting 82
How to Prepare Minutes of Paper LLC Meetings 84
7 How to Take Action by Written Consent Without an LLC Meeting 91
Step 1 Check Your Operating Agreement for Any Written Consent Rules 93
Step 2 Prepare Written Consent Form 93
Step 3 Place Signed Consent Forms in Your LLC Records Binder 95
8 Standard LLC Business Resolutions 97
When to Use Resolutions Discussed in This Chapter 98
Bank Account Resolutions 99
Assumed or "Fictitious" LLC Name Resolution 104
Resolution to Approve an LLC Contract 106
Real Property Resolutions 107
Delegation of Authority and Approval of Individual Contracts 111
Certification, Affidavit, or Acknowledgment of LLC Decision or Document 115
9 LLC Tax Resolutions 119
LLC Corporate Tax Treatment Election 121
Resolution for Approval of Independent Audit 122
Approval of LLC Tax Year 123
10 Resolutions to Amend the LLC Articles and Operating Agreement 125
Decide Whether You Need to Amend Your Articles or Your Operating Agreement 126
Amending Articles of Organization 127
Amending the LLC Operating Agreement 132
11 LLC Membership Resolutions 135
Distributions of LLC Profits to Members 137
Additional Capital Contributions by Members 142
Admitting LLC Members 146
Withdrawal of LLC Members 155
12 LLC Hiring and Compensation Resolutions 163
Approving Salaries for Members and Employees 164
Using Independent Contractors 168
Appointing and Paying Officers 170
Compensation for Attending LLC Meetings 172
Indemnification for Members, Managers, Officers, and Employees 173
13 Loans to the LLC 177
Bank Loans to the LLC 179
Loans to the LLC by Members and Other Insiders 189
Promissory Notes Overview 196
Promissory Notes for Loans to LLC 199
14 Loans by the LLC 215
Overview of Loans to Insiders 216
Legal Considerations for Loans to Insiders 217
Tax Consequences of Insider Loans 218
Resolution for LLC and Member Approval of LLC Loans to Insiders 220
Promissory Notes for Loans by LLC 222
Release of Promissory Note 236
15 Self-Interested Business Dealings Between the LLC and Its Members or Managers 237
Legal Duties Owed by Members and Managers 239
Resolution for Approval of Member or Manager Self-interested Business Deals 242
16 Lawyers, Tax Specialists, and Legal Research 245
How to Find the Right Lawyer 246
Finding the Right Tax Adviser 249
How to Do Your Own Legal Research 250
Appendixes
A Accessing This Book's Downloadable Forms on the Nolo Website 253
How to Access the Minutes Forms and Resolutions 254
Files Provided on Nolo's Website 255
B How to Locate State LLC Offices and Laws Online 259
How to Locate State LLC Offices Online 260
How to Locate Your State's LLC Act Online 260
Index 261
