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A COMPANY is any formal
business entity for profit, which may be a corporation, a partnership,
association or individual proprietorship.
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A LLC is a business
structure that is a hybrid of a partnership and a corporation.
Its owners are shielded from personal liability and all profits
and losses pass directly to the owners without taxation of the
entity itself.
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A LIMITED PARTNERSHIP
is a special type of partnership which is very common when people
need funding for a business, or when they are putting together
an investment in a real estate development.
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A PARTNERSHIP
is a business enterprise entered into for profit which is owned
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List Price: $49.99
Our Price: $30.99
Edition: 5th
Pages: 512 pp
Pub. Date: Jul 2007
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Forms
Table of Contents
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The 5th edition is completely updated and revised
to include the latest laws and forms for all 50
states.
List of Forms
- Preparing for LLC Meetings
- Meeting Summary Sheet
- Meeting Participant List
- Notice of Meeting
- Acknowledgment of receipt of Notice of Meeting
- Membership Voting Proxy
- Certification of Mailing of Notice
- LLC Minutes and Written Consents
- Waiver of Notice of Meeting
- Approval of LLC Minutes
- Cover Letter for Approval of Minutes of
LLC Meeting
- Written Consent to Action Without Meeting
- Standard LLC Business Resolutions
- Authorization of Treasurer to Open and Use
LLC Accounts
- Authorization of Treasurer to Open and Use
Specific LLC Account(s)
- Authorization of LLC Account and Designation
of Authorized Signers
- Authorization of Rental of Safe Deposit
Box
- Adoption of Assumed LLC Name
- Approval of Contract
- Approval of Lease of Premises by LLC
- Purchase of Real Property by LLC
- Authorization of Sale of Real Property by
LLC
- Delegation of LLC Authority
- Ratification of Contract or Transaction
- Rescission of Authority
- Certification of LLC Resolution
- Affidavit of LLC Resolution
- Acknowledgment
- LLC Tax Resolutions
- LLC Election of Corporate Tax Treatment
- Approval of Independent Audit of LLC Financial
Records
- Approval of LLC Tax Year
- Resolutions to Amend the LLC Articles and
Operating Agreement
- Approval of Amendment to Articles of Organization
- Approval of Restatement of Articles of Organization
- Amendment of Articles Form
- Amendment of LLC Operating Agreement
- Membership Resolutions
- Approval of LLC Distribution
- Approval of Additional Contributions of
Capital by Members
- Admission of New Member
- Approval of Transfer of Membership
- Approval of LLC Purchase of Interest of
Withdrawing Member
- LLC Hiring and Compensation Resolutions
- Approval of LLC Hiring
- Approval of Bonuses and Salary Increases
- Approval of Independent Contractor Services
- Appointment of LLC Officers
- Authorization of Payment for Attending LLC
Meetings
- Annual Stipend for Attendance at LLC Meetings
- LLC Indemnification and Insurance
- Loans to the LLC
- Authorization of Loan to LLC at Specific
Terms
- Authorization of Maximum Loan Amount to
LLC
- Authorization of LLC Representative to Borrow
Funds on Behalf of LLC as Needed
- Authorization of Loan Terms Secured by LLC
Property
- Authorization of Line of Credit
- Authorization of Line of Credit With Cap
on Each Transaction
- Authorization of Line of Credit Secured
by LLC Property
- Approval of Loan to the LLC
- LLC Promissory Note: Installment Payments
of Principal and Interest (Amortized Loan)
- LLC Promissory Note: Installment Payments
of Principal and Interest (Amortized Loan) Secured
by LLC Property
- LLC Promissory Note: Installment Payments
of Principal and Interest (Amortized Loan) With
Balloon Payment
- LLC Promissory Note: Periodic Payments of
Interest With Lump-Sum Principal Payment
- LLC Promissory Note: Lump-Sum Payment of
Principal and Interest on Specified Date
- LLC Promissory Note: Lump-Sum Payment of
Principal and Interest on Demand by Note holder
- LLC Promissory Note: Non-Uniform Schedule
of Payments of Principal and Interest
- Loans by the LLC
- Approval of LLC Loan to Insider
- Individual Promissory Note: Installment
Payments of Principal and Interest (Amortized
Loan)
- Individual Promissory Note: Installment
Payments of Principal and Interest (Amortized
Loan)
- Secured by Property
- Individual Promissory Note: Installment
Payments of Principal and Interest (Amortized
Loan) With Balloon Payment
- Individual Promissory Note: Periodic Payments
of Interest With Lump-Sum Principal Payment
- Individual Promissory Note: Lump-Sum Payment
of Principal and Interest on Specified Date
- Individual Promissory Note: Lump-Sum Payment
of Principal and Interest on Demand by Note
holder
- Individual Promissory Note: Non-Uniform
Schedule of Payments of Principal and Interest
- Release of Promissory Note
- Self-Interested Business Dealings between
the LLC and Its Members or Managers
- LLC Approval of Transaction Benefiting a
Member or Manager
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Your
Limited Liability Company - An Operating Manual
By Attorney Anthony Mancuso, Nolo Press
Description:
The step-by-step guide to running your LLC!
Your Limited Liability Company gives you everything you need
to maintain the legal validity of your LLC before the courts
and the IRS. It helps you approve and document important legal,
tax and business decisions to create a paper trail that avoids
legal trouble.
The book shows you how to:
- prepare minutes of meetings
- record important legal, tax and business decisions
- handle formal recordkeeping
- fill out an LLC Records Book
Your Limited Liability Company provides all the documentation
you'll need, including:
- minutes
- written consents
- checklists
- over 50 ready-to-use resolutions
Table of Contents
Introduction
- Why You Should Record Key LLC Decisions
- Who Should Use This Book
- How to Use This Book
- When to Consult a Professional
1. LLC Documents
- A. Organize Your LLC Records
- B. Basic LLC Documents
2. Using Meetings, Minutes, and Written Consents
- A. Three Ways to Make and Document Formal LLC Decisions
- B. How Your Management Structure Affects Decision-Making
Requirements
- C. Questions and Answers About LLC Meetings, Minutes,
and Written Consents
3. Steps to Take Before Holding a Meeting
- A. Types of LLC Meetings
- B. Steps to Prepare for a Meeting
4. How to Hold an LLC Meeting
- Step 1. Call and Provide Notice of the Meeting
- Step 2. Prepare an Agenda for the Meeting
- Step 3. Prepare Meeting Resolutions in Advance
- Step 4. Get Together to Hold the Meeting
- Step 5. Hold a Meeting in Cyberspace If You Have the
Equipment and Know-How
- Step 6. Appoint a Chairperson and Secretary
- Step 7. Chairperson Calls the Meeting to Order
- Step 8. Secretary Determines Whether a Quorum Is Present
- Step 9. Secretary Reads Minutes of or Summarizes Business
of Last Meeting
- Step 10. Handle Any Unfinished Business
- Step 11. Officers and Committees Present Reports
- Step 12. Introduce and Discuss Specific Proposals
- Step 13. Take the Votes of Managers or Members
- Step 14. Adjourn the Meeting
5. How to Prepare Written Minutes of LLC Meetings
- A. When to Prepare Minutes
- B. Preparing the Minutes Form
6. How to Hold a Paper LLC Meeting
- A. Decide Whether to Hold a Paper Meeting
- B. How to Prepare Minutes of Paper LLC Meetings
7. How to Take Action by Written Consent Without an LLC
Meeting
- Step 1. Check Your Operating Agreement for Any Written
Consent Rules
- Step 2. Prepare Written Consent Form
- Step 3. Place Signed Consent Forms in Your LLC Records
Binder
8. Standard LLC Business Resolutions
- A. When to Use Resolutions Included in This Chapter
- B. Bank Account Resolutions
- C. Assumed or "Fictitious" LLC Name Resolution
- D. Resolution to Approve an LLC Contract
- E. Real Property Resolutions
- F. Delegation of Authority and Approval of Individual
Contracts
- G. Certification, Affidavit, or Acknowledgment of LLC
Decision or Document
9. LLC Tax Resolutions
- A. LLC Corporate Tax Treatment Election
- B. Resolution for Approval of Independent Audit
- C. Approval of LLC Tax Year
10. Resolutions to Amend the LLC Articles and Operating
Agreement
- A. Decide Whether You Need to Amend Your Articles or
Your Operating Agreement
- B. Amending Articles of Organization
- C. Amending the LLC Operating Agreement
11. LLC Membership Resolutions
- A. Distributions of LLC Profits to Members
- B. Additional Capital Contributions by Members
- C. Admitting LLC Members
- D. Withdrawal of LLC Members
12. LLC Hiring and Compensation Resolutions
- A. Approving Salaries for Members and Employees
- B. Using Independent Contractors
- C. Appointing and Paying Officers
- D. Compensation for Attending LLC Meetings
- E. Approval of Indemnification for LLC Members, Managers,
Officers, and Employees
13. Loans to the LLC
- A. Bank Loans to the LLC
- B. Loans to the LLC by Members and Other Insiders
- C. Promissory Notes Overview
- D. Promissory Notes for Loans to LLC
14. Loans by the LLC
- A. Overview of Loans to Insiders
- B. Legal Considerations for Loans Insiders
- C. Tax Consequences of Insider Loans
- D. Resolution for LLC and Member Approval of LLC Loans
to Insiders
- E. Promissory Notes for Loans by LLC
- F. Release of Promissory Note
15. Self-Interested Business Dealings Between the LLC and
Its Members or Managers
- A. Legal Duties Owed by Members and Managers
- B. Resolution for Approval of Member or Manager Self-Interested
Business Deals
16. Lawyers, Tax Specialists, and Legal Research
- A. How to Find the Right Lawyer
- B. Finding the Right Tax Adviser
- C. How to Do Your Own Legal Research
Appendix A: How to Use the CD-ROM
Appendix B: State Information
Appendix C: Forms
Index
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