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TexLaw
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When filling in the state of Florida, the Articles of Organization

Resolved Question:

When filling in the state of Florida, the Articles of Organization for an LLC with 5 owners, but only one will be managing the LLC, does the names of the other 4 owners have to be included in the Articles of Organization? Under what title?
Submitted: 2 years ago.
Category: Business Law
Expert:  TexLaw replied 2 years ago.
Hi,

Thank you for your question.

The names of the members do not have to be listed on the Articles of Organization, only the names of the Managers/Managing Members and the Registered Agent for Service of Process (which can be the managing member, your attorney, or a registered agent service).

You need to be certain that there is a side agreement between the members of the LLC (called an LLC Operating Agreement) which directly states what your obligations are to each other and also directly identifies the members and the percentage membership. This Agreement must be signed by everyone and you need to all have a copy of it. It is not filed with the state.

Please let me know if you have any further questions. Please also kindly consider rating my answer positively so that I am compensated by the website for my work on your question. Rating positively does not cause an additional charge and does not prevent us from further discussing your questions.

Best Regards,
ZDN
Customer: replied 2 years ago.

Thanks for the answer, very clear. So if there is only one managing member there is no board of directors? How can the managing member present a certificate of incumbency or proof of his authorized signature?

Expert:  TexLaw replied 2 years ago.
An LLC is not required to have a board of directors, although the members can agree in the Operating Agreement to establish a board if desired.

The managing member can show he is authorized to act by showing the Articles of Organization listing him/her as a managing member.
TexLaw, Attorney
Category: Business Law
Satisfied Customers: 4430
Experience: Internationational Commercial Attorney
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