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Tables of Contents for Your Limited Liability Company
Chapter/Section Title
Page #
Page Count
Introduction
The Reason for This Book
2
1
Why Key LLC Decisions Should Be Recorded
3
1
How to Use This Boo
4
1
When to Consult A Professional
5
LLC Documents and Laws
Organize Your LLC Records
2
4
State LLC Filing Offices
6
1
State LLC Laws
7
1
Other State Laws
8
When to Use LLC Meetings, Minutes and Written Consents
Three Ways to Make and Document Formal LLC Decisions
2
1
LLC Management
2
2
Questions and Answers About LLC Meetings, Minutes and Written Consents
4
Preliminary Steps Before Holding an LLC Meeting
Overview of LLC Meetings
2
3
Steps to Hold A Meeting
5
How to Hold an LLC Meeting
Call and Provide Notice of The Meeting
2
1
Prepare an Agenda for the Meeting
2
1
Prepare Meeting Resolutions in Advance
2
1
Get Together to Hold The Meeting
3
1
Hold A Meeting in Cyberspace If You Have the Equipment and Know-How
3
2
Appoint a Chairperson and Secretary
5
1
Chairperson Calls the Meeting to Order
6
1
Secretary Determines Whether a Quorum is Present
6
2
Secretary Reads Minutes of or Summarizes Business of Last Meeting
8
1
Handle Any Unfinished Business
9
1
Officers and Committees Present Reports
9
1
Introduce and Discuss Specific Proposals
10
2
Take The Votes of Managers or Members
12
4
Adjourn the Meeting
16
How to Prepare Written Minutes of LLC Meetings
Overview of LLC Meetings
3
1
Preparing the Minutes Form
4
How to Hold a Paper LLC Meeting
Decide Whether to Hold A Paper Meeting
2
2
How to Prepare Minutes of Paper LLC Meetings
4
How to Take Action by Written Consent Without an LLC Meeting
Check Your Operating Agreement for Any Written Consent Rules
3
1
Prepare Written Consent Form
3
2
Place Signed Consent Forms in Your LLC Records Binder
5
Standard LLC Business Resolutions
When to Use Resolutions Included in This Chapter
2
1
Bank Account Resolutions
3
5
Assumed or ``Fictitious'' LLC Name Resolution
8
2
Resolution to Approve an LLC Contract
10
1
Real Property Resolutions
11
4
Delegation of Authority and Approval of Individual Contracts
15
4
Certification, Affidavit or Acknowledgment Of LLC Decision or Document
19
LLC Tax Resolutions
LLC Corporate Tax Treatment Election
3
1
Resolution for Approval of Independent Audit
4
1
Approval of LLC Tax Year
5
Resolutions to Amend the LLC Articles and Operating Agreement
Decide Whether You Need to Amend Your Articles or Your Operating Agreement
2
1
Amending Articles of Organization
3
5
Amending the LLC Operating Agreement
8
LLC Membership Resolutions
Distributions of LLC Profits to Members
3
8
Additional Capital Contributions by Members
11
3
Admission of LLC Members
14
11
Withdrawal of LLC Members
25
LLC Hiring and Compensation Resolutions
Approving LLC Salaries of Members and Employees
12
Using Independent Contractors
6
2
Appointing and Paying LLC Officers
8
2
Compensation for Attending LLC Meetings
10
2
Approval of Indemnification for LLC Members, Managers, Officers and Employees
12
Loans to the LLC
Bank Loans to the LLC
3
11
Loans to the LLC by Members and Other Insiders
14
6
Promissory Notes Overview
20
5
Promissory Notes for Loans to LLC
25
Loans by the LLC
Overview of Loans to Insiders
2
1
Legal Considerations for Loans Issued to Insiders
3
2
Tax Considerations and Consequences of Insider Loans
5
2
Resolution for LLC and Member Approval of LLC Loans to Insiders
7
2
Promissory Notes for Loans By LLC
9
15
Release of Promissory Note
24
Self-Interested Business Dealings Between The LLC and Its Members or Managers
Legal Duties Owed by Members and Managers
2
4
Resolution for Approval of Member or Manager Self-Interested Business Deals
6
Lawyers, Tax Specialists and Legal Research
How to Find the Right Lawyer
2
3
Finding the Right Tax Advisor
5
1
How to do Your Own Legal Research
6
Appendix A How to Use the CD-ROM
Appendix B State Information
Appendix C Forms
Index