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I know in some states you do not need to send into the State…

Customer Question
I know in some states...
I know in some states you do not need to send into the State the Operation Agreement of a LLC. However the Operation Agreement spells out all the owner,members rights. If I am going into business withsome and on the LLC they fill with the state they didnt place my name as a named Partner, however we write the Operation Agreement with my name a "member" does that make a difference? Also, what is the difference of a Member Manager and Member, is it just certain rights you have to ownership of the business?
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April
Submitted: 7 years ago.Category: Business Law
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Answered in 1 hour by:
7/9/2010
Business Lawyer: Infolawyer, Attorney replied 7 years ago
Infolawyer
Infolawyer, Attorney
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Satisfied Customers: 59,607
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Hello and thank you for your question. I see you have been waiting a while. do you still need an answer and if so please clarify what you want to know.
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Customer reply replied 7 years ago
has not been answered
Business Lawyer: Infolawyer, Attorney replied 7 years ago
I am going to open this to my colleagues given the state specific nature of the question.
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Business Lawyer: Law Pro, Attorney replied 7 years ago
Law Pro
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Experience: 20 years experience in business law - sole proprietor, partnership, and corporations
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OK, you stated:

I know in some states you do not need to send into the State the Operation Agreement of a LLC. However the Operation Agreement spells out all the owner,members rights. If I am going into business withsome and on the LLC they fill with the state they didnt place my name as a named Partner, however we write the Operation Agreement with my name a "member" does that make a difference? Also, what is the difference of a Member Manager and Member, is it just certain rights you have to ownership of the business?

Answer:

In all states you don't file the operating agreement - that's a private document as between the members.

In Michigan - all that is needed to form an LLC is that Articles of Organization be filed.

Articles of Organization: In any Michigan LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Michigan Secretary of State for filing. State law requires that certain information be included in the articles of organization of your Michigan LLC formation. This information must include:


  • The LLC name

  • The purpose for which the LLC is organized

  • The period of LLC's duration if other than perpetual

  • The street address, (mailing address) including the county, of the LLC's initial registered office

  • The name of the LLC's initial registered agent at the above address

  • A statement as to whether the company will be manager managed.

  • Any other provision, not inconsistent with law, set forth in an operating agreement.


  • So, it would be normal practice NOT to include all the members (owners) names of the LLC.

    Yes, your name being on the Operating is Agreement is as it should be - your a member/owner of such and should/must be listed.

    As to Member Managers and Members:

    An LLC's daily business operations are conducted either by the LLC members themselves or by designated "managers" (who may also be LLC members). An LLC member may also be a "manager". The LLC "operating agreement", a document separate and apart from the "articles of organization" controls the relations between managers and members should members be appointed. If no managers are appointed, then the LLC members, as a whole, must make and approve of all operational details of the LLC.

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    Law Pro
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    Customer reply replied 7 years ago

    Thank you, ***** ***** answer my question.

    I appreciate your fast and easy to understand response.

    Business Lawyer: Law Pro, Attorney replied 7 years ago
    You're welcome. Good luck!!
    Law Pro
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