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Should my Registered Agent sign the LLC Agreement?

By IncNow | Published February 10, 2016
  • If the Certificate of Formation does not list owners, what document proves I am an owner?
  • My bank won’t accept the LLC Agreement. Do I have another option?
  • Is it necessary to amend my Certificate of Formation to list the owners?

sign thisDear IncNow,

My bank is telling me that I need my registered agent to sign my operating agreement for my LLC in order to open a business account. Isn’t this wrong if I am the sole member?

Dear Customer,

Speaking strictly to Delaware law, we can assure you that the registered agent should not (and will not) sign your LLC Agreement.

Sometimes banks want to establish a “bridge” between the formation document and the initial members or managers. Because Delaware does not require you to list the names of members or managers on the Certificate of Formation, the bank may just want some assurances that it is your LLC before they let you open a bank account for it.

While our service provides a cover letter signed by the registered agent listing who requested the order, sometimes banks want more. When requested, we prepare a “Statement of Organizer” which lists the names of the initial members or managers of the LLC. This form of document can be provided to your bank and should satisfy this request. There is usually no need to amend the Certificate of Formation to include this information.

Sample Statement of Organizer:

STATEMENT OF ORGANIZER
In lieu of organization meeting of
Basic Sample LLC

THE UNDERSIGNED, being the Organizer of Basic Sample LLC, a limited liability company of the State of Delaware, does hereby adopt the following resolutions and takes the following action by written consent in lieu of a meeting.

RESOLVED, that a copy of the Certificate of Formation of Basic Sample LLC, as filed in the Office of the Secretary of State of Delaware on the 29th of July, 2015 be, and the same hereby is, ordered filed in the minute book of the limited liability company; and

RESOLVED that the number of initial Members forming this limited liability company shall be at least one (1); and

RESOLVED, that from this day hence, the undersigned has fulfilled the duties of Organizer and relinquishes all further duties to the Members of Basic Sample LLC; and

RESOLVED, that simultaneous with the Organizer’s transfer of all further duties to the Members, the said Organizer resigns such office effective this date; and

RESOLVED, that the following named persons shall constitute the initial Members of Basic Sample LLC:

Andrew Smith
Bob Smith
Tom Smith

Signed and executed by the Organizer on MONTH DAY, YEAR.

By: ________________________________
      Authorized Person/Organizer

Sworn to and subscribed before me the day and year aforesaid.

_______________________
Notary Public

My Commission Expires __________

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When deciding where to form your company, consider that Delaware has advantages over your home state that may benefit you. Go