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“Member Managed” means the LLC is simply managed by the Members. All Members have similar powers to run day-to-day operations of the business, and the Operating Agreement will specify what powers the Members have that do and do not require a vote.
“Manager Managed” means the day-to-day operations of the LLC is managed by a Manager. The Manager has certain powers, as specified in the Operating Agreement, that do not need the approval of the Members. Note that Members will always have some powers reserved to a vote, such as assigning a new Manager, or dissolving, or bringing on new Members. A Manager does not need to be a Member, but one or more Members can certainly be the Manager.
Typically, I advise clients that it’s often best to go with a “Member Managed” LLC unless one of two things is present:
This is often a very complicated subject that is often ignored. If you have questions, please contact us.
No. The Registered Agent is a specific person or entity, available at a specific address, where service of process and legal notices can be sent (think sheriff showing up with a summons).
This means you want a Registered Agent who:
A Registered Agent can simply scan in your material, and email it to you when received.
This is different from a “Physical Mailing Address.” Such an address would can receive actual mail, perhaps checks, credit cards and more. These things cannot be scanned. They must be physically handled and relayed. They don’t have to be staffed the same way a Registered Agent’s address needs to be staffed. Such addresses also have an impact with Google and other search engines, which are becoming ever increasingly smart and will “flag” addresses that are shared by too many businesses.
Tax status is very confusing for LLC’s. Take for example, when an accountant says “S-Corp”. This means “tax status”, and both a LLC and a Corporation can be taxed “like a S-Corp.”
LLC’s can be taxed as either disregarded, partnership, S-Corp or C-Corp. Each have their advantages and disadvantages (so you should consult with a tax professional at some point).
It is NOT necessary you know what tax status you want, when you form a LLC. Furthermore, we do not need to know the tax status when forming your LLC, and the tax status is really not relevant to forming a LLC. But, if you do know, we can help you if you select the appropriate option in your order.
However, tax status is critical for the Operating Agreement, and we do provide you with an Operating Agreement — by giving you access to our Expert System (we call it the “Couture Operating Agreement”) that builds you a high-quality, highly customizable Operating Agreement.
It’s possible to obtain an Operating Agreement from us, without knowing what tax status you want. That’s okay, because our Couture Operating Agreement will make assumptions, although those assumptions could end up being wrong down the road if you decide you want a tax status that is different from what our Expert System assumes. If that turns out to be the case, you can always come back to us and request further access to our Couture Operating Agreement, so you can obtain the appropriate Operating Agreement for your tax status.
A quick word on the assumptions our Couture Operating Agreement system makes: Our assumptions are the same as what the IRS makes. For example, if you’re a sole member LLC, we’re going to assume disregarded tax status (that is the same as what the IRS does). If you’re a multimember LLC, we’re going to assume partnership tax status (again, that is what the IRS does).
What this means is, you’re considering a competitor of ours who is not a law firm or attorney.
If you do this, you can potentially destroy the liability protection a LLC offers. Why? Because a Secretary of State’s office will certainly accept a LLC registration where an address is the same for both the “Registered Office” and the “Physical Mailing Address” of the LLC. However, under statute you are required to truthfully disclose where the LLC is located. Unless you have an actual lease, permitting you to conduct business, out of the Registered Agent’s office, you haven’t been truthful in your LLC registration. This can be utilized by a competent plaintiff’s attorney to argue they should be permitted to pierce the corporate veil.
Contrast this to a “virtual office” or “virtual mailbox.” In such a scenario, you have actually leased the service, and therefore are in control of the service, and therefore have been truthful in your LLC registration. This cannot be utilized by a plaintiff’s attorney to attempt to pierce the corporate veil of your LLC.
Therefore, beware when purchasing legal services — even something as simple as a LLC formation — from anyone other than a properly licensed attorney or law firm.