and the Operating Agreement be, and are hereby approved, ratified and adopted by the Members.
RESOLVED, that the specific form appointing the registered agent and specifying the principal place of business supplied by the Nevada Secretary of State be, and is hereby adopted as the official resolutions and list of this Company.
RESOLVED, that the Operating Managers be, and are hereby authorized to pay all fees and expenses incident to and necessary for the organization of this Company.
RESOLVED, that the Operating Managers be, and are hereby authorized and directed on behalf of the Company to make and file IRS Forms 8832 and 2253 to gain S corporation taxation for the Company, and, to make and file such certificates, reports, or other instruments as may be required by law to be filed in any state in which said Officers shall find it necessary or expedient to file the same to register or authorize the Company to transact business in such state.
RESOLVED, that the Operating Managers be, and are hereby ordered to open a bank account in the name of this Company with Massivco Bank for deposit of funds belonging to the Company, such funds to be withdrawn only by check of the Company signed by one of its Operating Managers.
RESOLVED, that the actions taken by Alana Cambridge and Sherri Marks, and prior to the organization of the Company, but for and on behalf of the Company, are hereby approved, ratified, and adopted as if done pursuant to Company authorization.
RESOLVED, that the fiscal year of the Company shall commence on January 1st, and end on December 31st of each year hereafter.
RESOLVED, that Corporate Direct, Inc. be, and is hereby appointed registered agent of this Company, in charge of the principal office and so authorized to discharge the duties of registered agent.
RESOLVED, that the Secretary forthwith supply a list of Members to the registered agent for filing with the Secretary of State as required by law, and be it
FURTHER RESOLVED, that the Secretary forthwith supply the registered agent with a copy of the Operating Agreement to be kept on file at the principal office as required by law.
There being no further business to come before the meeting, upon motion duly made, seconded, and carried, it was adjourned.
_________________________________
Alana Cambridge, Secretary
* * *
After reading the above carefully, Alana said she had read somewhere LLCs didn’t need to have meeting minutes. Jay explained that certain entity promoters had put that word out over the internet to sell LLCs to busy (or, as Jay said, lazy) business owners who did not want to be bothered by an annual requirement. In point of fact, many states now required written documents for LLCs to prevent the piercing of the corporate veil and imposition of personal liability. And, he noted, they certainly wanted to have meeting minutes if the IRS ever showed up.
After Sherri and Alana signed the required entity documents Jay discussed the need for a buy-sell agreement. A buy-sell was a contract that dealt with issues related to changes in ownership. Jay explained that especially when you had a 50/50 split in ownership, as the sisters probably would, and the possibilities for future deadlocks, it was important to have, as he called it, a will for the business. Unlike how it sounded, a buy-sell did not really deal with buying and selling things. Instead, a buy-sell provided how things would be dealt with if one of them left the business, got divorced, died or was disabled, events called ‘triggering events.’ Jay explained that the time to sign it was now, when everyone was optimistic and fresh into the business. A year or more down the road, when partners have their own jaundiced view of their contributions versus their other partner’s efforts, it was hard to get anyone to sign a buy-sell agreement.
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