LLC – FAQ


LLC FAQ go here

From state of Missouri

What should I list as my company’s “purpose” in the articles of organization?
You may list a specific purpose directly related to your company’s business or endeavor, and you may supplement that with, or solely state, that the company’s business is to transact any or all lawful business for which a limited liability company may be organized under the laws of the State of Missouri.

Should my limited liability company be managed by a manager or a member?
All limited liability companies must indicate in their articles of organization whether the entity will be manager-managed or member-managed. This election determines who will manage the affairs of the company, and who will have the authority to bind the company. If a limited liability company is to be member-managed, each member has the authority to be involved in management, and to bind the company. The company’s operating agreement may restrict or place conditions on such management in any manner the members desire. If a limited liability company is manager-managed, the authority to manage the company and create obligations for it is vested in one or more managers, who are appointed by the members or designated in the operating agreement.

Must a manager be a member?
No. Missouri law does not require a manager to also be a member of the limited liability company.

What should I state as the duration of my limited liability company?
A limited liability company may exist as long as the organizers desire, and may exist perpetually. The organizers may determine to limit a limited liability company’s existence by providing for its dissolution upon a certain date or after a certain number of years. The organizers may also determine to provide for a limited liability company’s dissolution upon the occurrence of a certain event.

Who can be an organizer?
Any person, whether or not they are or will be a member or manager, may serve as an organizer and sign and file articles of organization with the Secretary of State.

Should I file my limited liability company’s operating agreement with the Secretary of State?
No. The articles of organization document is the only creation document filed with the Secretary of State, and the Secretary of State will not accept an operating agreement for filing.

Do limited liability companies have to file an annual report?
No.

Who may sign amendments or other documents filed with the Secretary of State after a limited liability company is organized?
Limited liability company documents filed with Secretary of State are generally to be signed by an “authorized person,” which is the manager of the limited liability company or, if member-managed, by a member.

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