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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, and agents

      • Amending the articles of organization

      • Merger

      • Sale of assets

      • Dissenting owners’ rights

      • Dissolution

      • Authority of foreign LLC to transact business

      • Consequences of transacting business without authority

      • Application for authority to transact business

      • Amendment to application for authority

      • Name of foreign LLC

      • Registered office and agent of foreign LLC

      • Change of registered office or agent of foreign LLC

      • Resignation of registered agent of foreign LLC

      • Service of process on foreign LLC

      • Withdrawal of a foreign LLC

      • LLC records required

      • Inspection rights of owners

      • Scope of owners’ inspection rights

      • LLC annual report

      • Penalty for signing a false document

       Checklist: Frequently Filed Documents

      Your secretary of state requires LLCs to file certain documents. These documents will usually include the following:

      • Request to reserve LLC name (optional)

      • Fictitious name reservation, aka assumed business name

      • Articles of organization

      • Amendment to articles of organization

      • Annual report

      • Change of registered office or registered agent

      • Request for certificate of good standing

      • Application for certificate of authority

      • Articles of merger

      • Articles of dissolution

      • Application for withdrawal of certificate of authority

      • Appointment of secretary of state for certificate of service

      • Application to reinstate LLC charter

       CHAPTER 2

       Articles of Organization

      In terms of importance and ultimate authority, your state’s limited liability company act has first priority, your articles of organization are second, and your operating agreement is considered third. In the event of a conflict between the articles of organization and your state’s act, the act will control. If a conflict exists between the articles and the operating agreement, the provision in the articles will prevail.

      This book is intended as an operations manual, so you may already have filed your articles of organization. If so, you may want to skip this chapter.

      The life of an LLC begins with the preparation and filing of articles of organization. Typically a one-page document, the articles of organization set out the following basic information:

      • The name of the LLC

      • The name and address of the agent for service of process, the person or entity authorized to receive legal papers on behalf of the LLC

      • A statement of the LLC’s purpose

      • Declaration as being member-managed or manager-managed (required by some states)

      •

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