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Law Pro
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Category: Business Law
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Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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california LLC change managers. I have a LLC company, in the

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california LLC change managers. I have a LLC company, in the articles of organization from the state here in california, I put, manage by 1 manager. In the operating agreement shows me only as the member.
Question is, I now have my partner with me, I need to give him authorization to sign documents as the manager of the company, basically fully authority, Do I need to amend operating agreement or create an exhibit where I give authority or ADDING HIM TO THIS LLC???. He will be the only signor, my signature for future contracts on behalf for this company will not be necessarily.
this new partner THE TITLE would be, manager or Managing manager or managing member???
How to do this, just create a note, exhibit or steps how to do this please?? any templates, samples etc.?
looking for great and well explained answers please.

If you are expert for this subject great, but even better if your are located in california.
Submitted: 1 year ago.
Category: Business Law
Expert:  Law Pro replied 1 year ago.

Welcome to JustAnswer! My goal is to do my very best to understand your situation and to provide a full and complete excellent answer for you.

My name is XXXXX XXXXX X'm going to assist you with your question.

Please bear with me if you believe my answer isn’t coming fast enough because I’m also working with other customers too. I apologize for any seemingly late response.


No.

You need to only give him the authority and do whatever at any business or institution giving him signature authority.

However, what you are thinking would make him a part owner.

The operating agreement allows you to structure your financial and working relationships with your CO-OWNERS in a way that suits your business. Since he won't be a co-owner the operating agreement doesn't have to be nor should be modified to reflect his powers.


When someone signs or executes a document on behalf of a corporation they usually sign also state that they had the power and authority to do such on behalf of the corporation.

For example - a person who writes checks for a company doesn't have to be an owner to do such but be on the banks signature list to draft checks on behalf of the corporation.

So, you just need to give an authorization to whomever it is that you want him to be able to authorized and empowered to do such.


If you have any further questions, please feel free to let me know…

You can always ask for me in your question, “This question is for Law Pro . . (then on with your question) . . . .
Customer: replied 1 year ago.

here is the thing.. I am buying a property with this llc, my manager is signing all contracts etc..


now title or escrow is saying that they need my signatures as well, OR that I need to sign an authorization for him to sign so we can close the transaction. but they are saying that he needs to be part of the members at least 99 and 1% so he can only sign himself. rare answer...


I told them that my llc is manager managed that i can elect any managers anytime, not be me members. they are confused by this.


So, the solution I think is.. write something, saying that me, member manager of this llc, elect this person xxxxxx as the new manager of this company and give authority to sign on behalf of company. correct or wrong? any samples, templates OR DO I NEED TO UPDATE the articles or organization or statement of information from state.


 

Expert:  Law Pro replied 1 year ago.
OK, I understand now your issues.

It would be easy if you were authorizing him to act on your personal behalf - you could give him a Power of Attorney.

However, an LLC cannot give someone a POA. That is because an LLC is a legal entity but not a living person. And only a living person can have a power of attorney for them.

When you form a limited liability company (“LLC”), you need to decide how your LLC will be managed. With LLCs, there are two different possible management structures. You can choose to have a member-managed LLC where all the members (owners) participate in running the business. Or, you can have a manager-managed LLC where only designated members, or certain nonmembers/outsiders, or a combination of members and nonmembers are given the responsibility to run the business.

The management structure of an LLC is listed in its operating agreement and on the articles of organization. The operating agreement is similar to the bylaws of a corporation. It lists the names and functions of initial members or managers, voting procedures and meeting times. Members can change the management structure of its LLC according to the rules in the operating agreement. To complete the process, the members of an LLC must vote and approve the changes. After the voting process, an amendment to the articles of organization is filed with the secretary of state’s office.

So you need to amend your articles of incorporation and adopt an operating agreement.

Here's a link to the form:

http://www.sos.ca.gov/business/llc/forms/llc-10.pdf


Here's where you can download a manager operating agreement that you can modify:

http://www.northwestregisteredagent.com/manager-managed-llc-operating-agreement.html



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Customer: replied 1 year ago.

thanks, XXXXX XXXXX OA, says the company shall be managed by one or more managers. but my articles with state says, manage by 1 manager, if you see the articles sample, there is 3 options, 1 manager, 1 or more managers etc.. I chose 1 manager last year. so, i need to update it or just leave it as is?, but OA i think is okay.


again, escrow or title is not asking for articles, just a paragraph note from me stating that this new manager has been elected. But they want 2 signatures in contracts, they want to re do contracts with both signatures, and I told them not.. my manager is only authorize to sign, I don't want to drive and waste time etc. they are trying to figure out this issue.

Expert:  Law Pro replied 1 year ago.
Then all you need to do is inform them that your OA allows for this person to manage your LLC. (no need to amend with CA or amend the OA)

That you have a manager managed LLC.

That he has been elected and is authorized by the LLC to enter into contracts on behalf of the LLC.

All you should then be required to do is send a letter as owner and member of the LLC stating such.



That should do it for them.



Your positive rating of my service benefits my ability to continue to assist you and others like you. Thank you.

Please remember to rate my service. If you need further help, just reply to me via the “REPLY” button and I will be happy to continue.


Law Pro, Attorney
Category: Business Law
Satisfied Customers: 23456
Experience: 20 years experience in business law - sole proprietor, partnership, and corporations
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