Your Limited Liability Company: An Operating Manual with CDROM [Paperback]

Anthony Mancuso (Author)

Book Description

Publication Date: September 2001

The step-by-step guide to running your LLC!

Your Limited Liability Company gives you everything you need to maintain the legal validity of your LLC before the courts and the IRS. It helps you approve and document important legal, tax and business decisions to create a paper trail that avoids legal trouble.

The book shows you how to:

prepare minutes of meetings

record important legal, tax and business decisions

handle formal recordkeeping

fill out an LLC Records Book

Your Limited Liability Company provides all the documentation you'll need, including:

minutes

written consents

checklists

over 50 ready-to-use resolutions

The 6th edition is completely updated and revised to include the latest laws and forms for all 50 states, both as tear-outs and on the enclosed CD-ROM.

Forms

Preparing for LLC Meetings
Meeting Summary Sheet
Meeting Participant List
Notice of Meeting
Acknowledgment of Receipt of Notice of Meeting
Membership Voting Proxy
Certification of Mailing of Notice

LLC Minutes and Written Consents
Waiver of Notice of Meeting
Approval of LLC Minutes
Cover Letter for Approval of Minutes of LLC Meeting
Written Consent to Action Without Meeting
Minutes of LLC Meeting

Standard LLC Business Resolutions
Authorization of Treasurer to Open and Use LLC Accounts
Authorization of Treasurer to Open and Use Specific LLC Account(s)
Authorization of LLC Account and Designation of Authorized Signers
Authorization of Rental of Safe Deposit Box
Adoption of Assumed LLC Name
Approval of Contract
Approval of Lease of Premises by LLC
Purchase of Real Property by LLC
Authorization of Sale of Real Property by LLC
Delegation of LLC Authority
Ratification of Contract or Transaction
Rescission of Authority
Certification of LLC Resolution
Affidavit of LLC Resolution
Acknowledgment

LLC Tax Resolutions
LLC Election of Corporate Tax Treatment
Approval of Independent Audit of LLC Financial Records
Approval of LLC Tax Year

Resolutions to Amend the LLC Articles and Operating Agreement
Approval of Amendment to Articles of Organization
Approval of Restatement of Articles of Organization
Amendment of Articles Form
Amendment of LLC Operating Agreement

Membership Resolutions
Approval of LLC Distribution
Approval of Additional Contributions of Capital by Members
Admission of New Member
Approval of Transfer of Membership
Approval of LLC Purchase of Interest of Withdrawing Member

LLC Hiring and Compensation Resolutions
Approval of LLC Hiring
Approval of Bonuses and Salary Increases
Approval of Independent Contractor Services
Appointment of LLC Officers
Authorization of Payment for Attending LLC Meetings
Annual Stipend for Attendance at LLC Meetings
LLC Indemnification and Insurance

Loans to the LLC
Authorization of Loan to LLC at Specific Terms
Authorization of Maximum Loan Amount to LLC
Authorization of LLC Representative to Borrow Funds on Behalf of LLC as Needed
Authorization of Loan Terms Secured by LLC Property
Authorization of Line of Credit
Authorization of Line of Credit With Cap on Each Transaction
Authorization of Line of Credit Secured by LLC Property
Approval of Loan to the LLC
LLC Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
LLC Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by LLC Property
LLC Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
LLC Promissory Note: Periodic Payments of Interest With Lump-Sum Principal Payment
LLC Promissory Note: Lump-Sum Payment of Principal and Interest on Specified Date
LLC Promissory Note: Lump-Sum Payment of Principal and Interest on Demand by Noteholder
LLC Promissory Note: Non-Uniform Schedule of Payments of Principal and Interest

Loans by the LLC
Approval of LLC Loan to Insider
Individual Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
Individual Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Property
Individual Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
Individual Promissory Note: Periodic Payments of Interest With Lump-Sum Principal Payment
Individual Promissory Note: Lump-Sum Payment of Principal and Interest on Specified Date
Individual Promissory Note: Lump-Sum Payment of Principal and Interest on Demand by Noteholder
Individual Promissory Note: Non-Uniform Schedule of Payments of Principal and Interest
Release of Promissory Note

Self-Interested Business Dealings between the LLC and Its Members or Managers
LLC Approval of Transaction Benefiting a Member or Manager

--This text refers to an alternate Paperback edition.

Editorial Reviews

Review

I have a special place in my heart for Nolo... [Its goal] has always been to give the public enough information so that they can make informed decisions. (New Orleans Times-Picayune 20090101)

Berkeley-based Nolo has been publishing easy-to-read, self-help books on personal finance and law since the early '70s (Forbes )

Nolo is a pioneer in both consumer and business self-help books and software. (Los Angeles Times ) --This text refers to an out of print or unavailable edition of this title.

About the Author

Anthony Mancuso is a corporations and limited liability company expert. He graduated from Hastings College of Law in San Francisco, is a member of the California State Bar, writes books and software in the fields of corporate and LLC law, and studies advanced business taxation at Golden Gate University in San Francisco. He has also been a consultant for Silicon Valley EDA (Electronic Design Automation) companies, most recently working on a C++ open-source integrated circuit database project team. He is the author of several Nolo books on forming and operating corporations (both profit and nonprofit) and limited liability companies. His titles include Incorporate Your Business, How to Form a Nonprofit Corporation (national and California editions), Form Your Own Limited Liability Company, The Corporate Records Handbook, and LLC or Corporation?. He wrote and programmed Nolo's LLC Maker and Incorporator Pro software programs, which generate state-by-state articles and other forms for organizing corporations and LLCs. His books and software have shown over a quarter of a million businesses and organizations how to form a corporation or LLC. He also is a licensed helicopter pilot and has performed for years as a guitarist in many musical idioms. --This text refers to an alternate Paperback edition.

Product Details

• Paperback: 400 pages
• Publisher: Nolo.com; Bk&CD-Rom edition (September 2001)
• Language: English
• ISBN-10: 0873375106
• ISBN-13: 978-0873375108
• Product Dimensions: 10.6 x 8.2 x 1.2 inches
• Shipping Weight: 2.6 pounds
• Average Customer Review: 4.3 out of 5 stars  See all reviews (63 customer reviews)
• Amazon Best Sellers Rank: #1,568,276 in Books (See Top 100 in Books)
  • #77 in Books > Business & Investing > Small Business & Entrepreneurship > Legal Guides

More About the Author

Anthony Mancuso is a California attorney and a corporations and limited liability company expert. He graduated from Hastings College of Law in San Francisco, is a member of the California State Bar, writes books and software in the fields of corporate and LLC law, and has studied advanced business taxation at Golden Gate University in San Francisco. He also works as a technical writer and programmer, and is currently employed by Google in Mountain View, CA. He is the author of many Nolo books on forming and operating corporations (both profit and nonprofit) and limited liability companies. His titles include Incorporate Your Business, How to Form a Nonprofit Corporation (national and California editions), Form Your Own Limited Liability Company, The Corporate Records Handbook, LLC or Corporation?, and Your Limited Liability Company - an Operating Manual. He wrote and programmed Nolo's LLC Maker software program, which generates state-by-state articles and other forms for organizing an LLC in each state. His books and software have shown over a quarter of a million businesses and organizations how to form a corporation or LLC. He also is a licensed helicopter pilot and has performed for years as a guitarist in many musical idioms.

Customer Reviews

Most Helpful Customer Reviews

225 of 249 people found the following review helpful:

2.0 out of 5 stars Can't imagine many people need this book., November 20, 2003

By 

Gregory R. Stout "Gregory S" (NH United States) - See all my reviews
(REAL NAME)   

This review is from: Your Limited Liability Company: An Operating Manual (Paperback)

Generally I have to say I was a little disappointed with this book. To be fair it lives up to its claims that it will basically help you run LLC meetings and provides forms for most basic LLC functions EXCEPT creating one. It provides no business advice and no tax advice to help with serious beginning operation issues. I was hoping for a book that would offer advice and successful strategies for managing money in the LLC and discuss tax strategies and so on. Advice, that would help me operate an LLC with the legal documents to back up the advice. That is not what this book contains.

This book will not teach you how to begin running your own LLC business. But if you are an LLC member with two other members in your LLC it will tell you to use form 7 to formally announce the meetings and form 8 to guarantee that the announcement has been received and 9 to proactively declare that the meeting contents will be....

This book will not help you make tough decisions but it will tell you what to do if you have already made a decision. If that's really all that you want you have found your book.

What strikes me as odd is that the two most important documents as stated at the start of the book, the operating agreement and articles of organization, are not included in this book. For that topic they have written a whole SEPARATE BOOK for you to buy and they kindly point you in that direction.

My general feeling is that this 50-dollar book is too pricey for what it offers. They should drop the tear-out pages, that no one will ever use since the forms are on the CD, and the one or two pages for each states specific LLC rules, which could easily also be on the CD since you most likely only need the paragraph that pertains to your state, that make up HALF the content of the book and lower the price to 20.

15 of 15 people found the following review helpful:

5.0 out of 5 stars Every LLC Owner Needs This Book, September 26, 2009

By 

Tracy L. Needham "Marketing Copywriter & Stra... (Raleigh, NC) - See all my reviews
(REAL NAME)   

Amazon Verified Purchase

This review is from: Your Limited Liability Company: An Operating Manual (book with CD-Rom) (Paperback)

You file the LLC, pay the annual fee to the state and you're done right?

That's why I and I'm sure many other LLC owners thought until a lawyer friend was doing a review of my business one day and started asking me if I was keeping up with the necessary documentation--such as doing promissory notes for the loans I made to the business and resolutions for this and that. "Um, what?" pretty much sums up my response.

Nobody collects these forms from us but they're mighty good to have on hand if someone ever tries to contest your LLC protection, and they're often required by certain programs such as WBENC certification anyway.

She recommended this book which explains the various forms and when they should be used and even gives you a CD with them so you don't even have to type them in yourself. So it basically takes 5 minutes whenever you need to do one.

I'm not going to pretend that this book will keep you breathless on the edge of your seat all night--but it could certainly help prevent future sleepless nights if misfortune comes to call.

5 of 5 people found the following review helpful:

4.0 out of 5 stars A thorough guide and templates for a full-blown LLC, February 18, 2011

By 

Vincent Sellers "LongLiveC64" (Austin, TX United States) - See all my reviews
(VINE VOICE)    (REAL NAME)   

This review is from: Your Limited Liability Company: An Operating Manual (Paperback)

(What's this?)

I have a LLC which has only one member (myself). It is not a complex operation, and I was able to figure out everything from online resources.

This guidebook is GREAT for someone who has a medium sized LLC beyond one member. Forms and templates for almost any business need are included. Unfortunately for me the vast majority of those forms and instructions are for things that I'll never need.

Also, there are specifics that vary by state for LLC; this book is doesn't pertain to any one state, so you will still need to do additional research on operating your LLC within your state.

In summary, if you just need the LLC to protect assets and you are the only member, you probably don't need this book. But if you have a medium to large LLC with employees, meetings, etc, this guidebook and template (with CD-ROM containing templates), this is a great "operating manual".