Читать книгу Ultimate LLC Compliance Guide - Michael Spadaccini - Страница 18

What must you include in the articles of organization? As you will see, very little information is required. However, in some instances, you might want to include more information than is required. LLC statutes provide that any other lawful information may be included.

Here is a good point to note an important difference between corporations and LLCs. LLCs generally are simpler entities than corporations. They are easier to manage and operate; they tend to be run more like partnerships than like corporations. From this standpoint, they are ideal for small business. The great increase in the number of LLC formations in recent years is likely due to the simplicity of formation and operating. On the other hand, corporations are more suitable when the organizational and operational needs are more complex, as with large public companies, which may have multiple classes of stock or boards with staggered voting (e.g., where nine directors serve three-year terms and three of the nine director seats are filled by election every year). If you have an LLC already or if you are considering forming one, it’s likely because you want something simple and easy to manage. As such, it’s generally a good idea to keep your articles of organization as simple as possible. Chapter 2 discusses in more detail what you must include in your articles of organization.

Limited liability company acts also generally require that every LLC adopt an operating agreement for the purpose of managing and regulating the affairs of the corporation. If you don’t adopt an operating agreement for your LLC, your LLC will be governed by the provisions of state law. Those provisions are not likely to be ideal for your needs. So, whether an operating agreement is required by law or not, you should promptly adopt an operating agreement after forming your LLC. More specific information pertaining to operating agreement and amendments is provided in Chapter 3.

▼ Expert Tip

When you file your articles, provide your name and telephone number in your cover letter. Let the secretary of state’s office staff know that they can contact you if they have any questions concerning your filing. In some states, minor errors in the articles can be corrected over the telephone without the need to resubmit the articles.