Certification of Formation. The Certificate of Formation was filed with and accepted by the Secretary of State which issues an acknowledgement of filing for the LLC. The Certificate of Formation establishes the LLC and sets out its fundamental structure.
Company Agreement. The rules and procedures for running the LLC are set forth in the company Agreement. You should review the Company Agreement provided by your business lawyer along with the Certificate of formation in order to familiarize yourself with how the LLC should be operated. The Company Agreement should be reviewed any time the LLC intends to take action. Once approved, the Company Agreement may be amended as provided therein, if necessary.
Minutes of the Organizational Meeting of the Member. The Minutes of the Organizational Meeting of the Members (the “Organizational Meeting Minutes”) set forth the steps taken by the initial Members to complete the organization of the LLC. The steps include, among other items, adopting the Company Agreement.
Keep the Accountant Informed. The officers and Members of the LLC are responsible for ensuring that the LLC’s accounting practices are maintained in a proper and timely fashion. The LLC’s accountant should be kept informed regarding the LLC’s business activities.
Accounting Matters. Initially, the accountant should resolve questions regarding tax elections and other tax matters discussed above, transfers of accounts receivable, and the payment of your accounts payable. Your accountant should advise you if your first fiscal year should end on a date other than the calendar year end, of what tax elections should made by you at that time and all matters related to the preparation and filing of tax returns.
Distributions. Distributions of cash or other assets of the LLC are made in the manner provided for in the regulations. Before declaring distributions, however, it would be wise to consult with your accountant and this firm since there are complex tax factors that must be taken into consideration upon the declaration of any distributions.
Compensation. The Members are not ordinarily entitled to compensation for their services as members unless the compensation is provided for by contract, by the Company Agreement, or by a company resolution. The Members have the additional power to fix the salary of each and all of the officers. Elaborate compensation plans for Members, officers, or employees should be submitted for approval as with any other important transaction.
The documents and forms above are the foundation of your process in forming an Limited Liability Company. If you have any questions, please contact us to meet with an experienced business attorney. Our number is 713-572-4900.