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Loren, Attorney
Category: Business Law
Satisfied Customers: 28561
Experience:  30 years experience representing clients .
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i own a delaware LLC single member, i am drafting the llc operating

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i own a delaware LLC single member, i am drafting the llc operating agreement in order for this llc to be manager managed and member have no powers in managing this llc.
This llc wants to buy interest in another company and the other company want to see verify who has the authority to sign. I can provide them the llc operating agreement in order them to verify that the manager has the authority to bind the company also i can create a certificate of incumbency in order to prove this. BUT i dont want the name of the member to be disclosed to the company iam acquiring. How can i have an authorised person verification without revealing the member name ?
Can my formation agent after reviewing my llc operating agreement verify that the manager has the authority to bind the company in any act ? (llc operating agreement gives full power to manager without prior member consent for any action).
Thank you for using JustAnswer. I am LawGuy and I will do whatever I can to answer your question.

It is not rally a legal requirement, so much as what was agreed to be provided in the sale agreement. There is no rule that you submit a certificate of incumbency.

You can provide a certified copy of the last annual report, which will show you as the manager. You can also provide a copy of the operating agreement, but that would show the name of the member.

You can also submit an affidavit swearing as to your own status as the sole manager of the LLC. It all depends what the other party is willing to accept as part of the negotiation. I have never heard of a deal terminating due to lack of proof of the manager's authority.
Customer: replied 3 years ago.

thank for the quick answer , but really this dont solve my problem. The problem is that the company lawyer that my llc will acquire interest in ask a "formal" document that cannot be questioned that will verify who has the authority to bind the company. Iam the sole member of the company and the manager is my wife. I want to give this document to the companis lawyer that as derived from my llc operating agreement my wife is the manager of the llc and the person that can bind the company BUT who else than me can verify this info ? i know i can verify this info but this will reveal my name. An affidavit swearing is not an option cause we do not reside in the usa.

The annual report filed with the state will have the name of the manager. However, the fact of the matter is that the parties are entitled to know with whom they are dealing.

Otherwise, I have seen an incumbency certificate in which the manager of a sole member LLC self verifies their status. It really depends on what the other party is WILLING to accept. It is not mandated by law, but part of the due diligence.

Customer: replied 3 years ago.

Delaware llc do not file annual report as per my knowledge. back to the original question can a third party eg my formation agent verify that my wife is the manager (eg after reviewing my llc operating agreement) ? Any other third party can do this ?

they are willing to accept any document that verifies this but the manager verifying herself i really dont know.


also excuse my english is not my native language.


Thank you.

Yes, any party may swear as to the identity of the manager. It not legally required, so, any proof acceptable to the other party is ok, no matter what the form.


PS your English is perfect.
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