The Bamberger Blog » limited liability companies http://www.bamberger.com/blog Tue, 07 Sep 2010 13:30:20 +0000 http://wordpress.org/?v=2.8.4 en hourly 1 Location of Filing Financing Statements for Registered Organization http://www.bamberger.com/blog/2010/03/location-of-filing-financing-statements-for-registered-organization/ http://www.bamberger.com/blog/2010/03/location-of-filing-financing-statements-for-registered-organization/#comments Wed, 03 Mar 2010 14:01:34 +0000 kjewell http://www.bamberger.com/blog/?p=347 Revised Article 9 makes it clear that financing statements are to be filed at the “location” of the debtor.  A debtor’s “location” is dependent upon the type of debtor.  One type of debtor is entities that are registered organizations under the laws of a particular state.  Examples of registered organizations are corporations, limited liability companies, limited liability partnerships, limited liability limited partnerships, and limited partnerships.  Generally speaking, partnerships do not have to register with states in order to be formed and therefore are not registered organizations under Revised Article 9.

If the debtor is a registered organization, filing is to be done in the state of registration.  This can be different from the principal office of the business.  For example, if the borrower has its headquarters in the state of Kentucky but is organized under the laws of the state of Delaware, Delaware is generally the proper location to file.  This will require bankers to collect information regarding the state of organi-zation of its borrowers in order to be able to be assured that new financing statements and continuations are filed in the appropriate locations.

Author: Laura A. Scott (bio)
Phone: 812.452.3557
email: lscott@bamberger.com

]]> http://www.bamberger.com/blog/2010/03/location-of-filing-financing-statements-for-registered-organization/feed/ 0 Authorized Signators for LLC’s http://www.bamberger.com/blog/2009/08/authorized-signators-for-llcs/ http://www.bamberger.com/blog/2009/08/authorized-signators-for-llcs/#comments Fri, 28 Aug 2009 15:43:04 +0000 kjewell http://www.bamberger.com/blog/?p=185 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

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