Limited liability companies are no longer a new concept to most in the business world. A document known as the operating agreement sets out the corporate governance for LLC’s. It is generally either set forth that the limited liability company is to be managed by its members, or an individual or company has been designated as a “manager.”
Creditors have become accustomed to looking for these designations for purposes of determining who may sign documents on behalf of the LLC. However, it is becoming more and more common for LLC operating agreements to provide for an LLC to have officers.
This results in individuals sometimes signing as a president, vice-president, or other officer of an LLC. This is acceptable so long as the operating agreement provides for such positions in the LLC. A creditor should still obtain a certificate of resolution, a part of which designates the authorized signator. The creditor should just keep in mind that such signators can be officers, even for an LLC if the operating agreement creates such positions.
Author: Lori Young (bio)
Phone: 812.452.3560
email: lyoung@bamberger.com