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#549711 - 05/17/06 04:52 PM LLC - Member or Manager
Dave M_TCA Platinum Poster Joined: Oct 2000 Posts: 692 Wherever my most benevolent em...	If we open an account for an LLC, can control of the account be with members & managers? One account LLC agreement is signed by all members & one manager (different). A seminar we went to states it should be either/or but we have nothing to back that up so I'm looking for help. Thanks in advance. _________________________ David J Mulkerin, CRCM All opinions expressed are mine and not those of my employer and are not to be taken as legal advice.
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#549712 - 05/17/06 05:21 PM Re: LLC - Member or Manager
AnOn2 New Poster Joined: Dec 2004 Posts: 20 Texas	All LLC's have members. The Articles of Organization will tell you if any or all of the members are designated as "managers" of the entity - who are authorized to sign for the entity. If there is no such designation, then all the members should sign your agreement.
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#549713 - 05/17/06 05:30 PM Re: LLC - Member or Manager
Dave M_TCA Platinum Poster Joined: Oct 2000 Posts: 692 Wherever my most benevolent em...	So, can it be a mix of people responsible or does it have to be one designation (members vs. managers) over another? That's what our seminar materials seemed to indicate. _________________________ David J Mulkerin, CRCM All opinions expressed are mine and not those of my employer and are not to be taken as legal advice.
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#549714 - 05/17/06 05:54 PM Re: LLC - Member or Manager
AnOn2 New Poster Joined: Dec 2004 Posts: 20 Texas	Your documents will either have "managers" signing or "members". Not both.
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#549715 - 05/19/06 01:40 PM Re: LLC - Member or Manager
Tom at HOME Diamond Poster Joined: Oct 2005 Posts: 1,139	Obtain a depository resolution of the members and it will disclose who may sign or have control. Member are the owners and manager are like the officers that are hired by the members.
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#549716 - 06/05/06 11:29 AM Re: LLC - Member or Manager
Elwood P. Dowd 10K Club Joined: Aug 2001 Posts: 21,939 Next to Harvey	Quote: All LLC's have members. The Articles of Organization will tell you if any or all of the members are designated as "managers" of the entity - who are authorized to sign for the entity. If there is no such designation, then all the members should sign your agreement. AnOn2's answer is correct. An LLC's operating agreement will set out whether it is member managed or manager managed; it's a distinct choice between alternatives. Any "manager" will more than likely be a member of the LLC. Analogize the situation to the managing partner of a partnership. You follow the directions of the manager because the organization has empowered him or her to act on its behalf and it is not necessary to get the assent of all members to authorize the manager's individual actions.
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#549717 - 06/05/06 03:21 PM Re: LLC - Member or Manager
Tom at HOME Diamond Poster Joined: Oct 2005 Posts: 1,139	Management and control of an LLC is vested with its members not manager unless the articles of organization provide otherwise. A resolution for a corporation customer is by the board and not the officers. The same is true for an LLC. The resolution is by its members and not its manager. The resolution will tell you who may sign. If you want to get a copy of the operating agreement, that also will disclose who can sign for the organization.
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#549718 - 06/05/06 03:39 PM Re: LLC - Member or Manager
rainman Power Poster Joined: Nov 2004 Posts: 3,327	Quote: A resolution for a corporation customer is by the board and not the officers. The same is true for an LLC. The resolution is by its members and not its manager. That's only true for a member-managed LLC. Many are manager-managed - the operating agreement (or LLC agreement, or whatever it's called in your state) will tell you which it is. The "managers" of an LLC are like the directors of a corporation. The managers can be the members (member-managed LLC) or they can be others (manager-managed LLC). In either case, it's important to distinguish who can sign the resolution from who can open accounts and sign checks. The members (in a member-managed LLC) or the managers (in a manager-managed LLC) must sign the resolution. But the resolution can authorize anyone (member, manager, employee or anyone else) to sign checks and do business with the bank for the LLC. _________________________ Nobody's perfect, not even a perfect stranger.
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#549719 - 06/05/06 06:41 PM Re: LLC - Member or Manager
Elwood P. Dowd 10K Club Joined: Aug 2001 Posts: 21,939 Next to Harvey	Quote: The members (in a member-managed LLC) or the managers (in a manager-managed LLC) must sign the resolution. Ditto. Here's a web site that provides legal forms, including operating agreements for LLCs. Pick your state, then compare the sample for "manger managed" to the sample for "member managed." Clearly, as in the case of a managing partner, an individual named as the managing member has the authority to act on behalf of the LLC - he got the concurrence of the other members of the LLC when they executed the operating agreement; it isn't necessary to obtain it again for every subsequent act. (If they don't like what he does, the agreement will provide for his removal.) Allowing one or more persons to act without consulting all other members is the entire purpose of naming managers.
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#1719729 - 07/13/12 01:11 PM Re: LLC - Member or Manager Elwood P. Dowd
MS. New Poster Joined: May 2011 Posts: 3	So does anyone ever do resolutions with all the members/managers signing and authorizing one even though the operating agreement states it? We've always put all of them on it re-affirming so there is no misunderstanding later but now I have a customer who is resisting since the other members are more of an investor nature.
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#1719771 - 07/13/12 02:03 PM Re: LLC - Member or Manager MS.
Elwood P. Dowd 10K Club Joined: Aug 2001 Posts: 21,939 Next to Harvey	If that is what they want, they need to amend their operating agreement, not put a band-aid on it. _________________________ In this world you must be oh so smart or oh so pleasant. Well, for years I was smart. I recommend pleasant.
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