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To help you remember what’s in a limited liability company act, the statutory checklist at the end of this chapter lists the items that are usually found in these acts. The second list describes the most common documents that are filed with the secretary of state. Most of these documents are required or permitted to be filed by a limited liability company act.

More important, remember that most sections of limited liability company acts are prefaced with this language: “Unless otherwise provided in the articles of organization or operating agreement. . . .” You have the flexibility to customize your LLC to fit your needs. The statutes are important, but your articles and operating agreement will more often than not establish requirements for your corporation.

Use this checklist to identify areas where you may need to refer to your state’s statute to determine the proper course of action. Many of these concepts are described in later chapters.

Checklist: Statutory Matters

• Filing requirements

• Organizers

• Articles of organization

• Liability for preorganization transactions

• 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