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Multi-Member LLC (MMLLC)

An LLC with more than one member is often called a multi-member LLC. Some believe that a multi-member LLC offers more asset protection benefits than a single-member LLC. This is because there is another party who is interested other than a possible debtor, which will provide more defenses in the case the company has a judgment creditor attacking its one member

Minutes of the Meeting of Incorporator

After the Certificate of Incorporation is filed with the Secretary of State, the internal operations of the corporation need to be documented in the Minutes of the Meeting of Incorporator, which is a bridge or hand-off to the Initial Director(s). The Minutes of the Meeting of Incorporator hand-over authority from the Incorporator to the Initial Director, through a meeting held whereby the Incorporator acts as initial Secretary of the corporation to (1) call the meeting to order and waive notice of the meeting, (2) cast a ballot to vote in the Initial Director or Directors, and (3) adopt the Initial Bylaws. Following the Minutes of the Meeting of Incorporator, the initial Director or Directors signs a Unanimous Action and Resolution of Initial Director to appoint officers, authorize the opening of a bank account and issue stock. It is recommended that you order the complete service which includes the Unanimous Action and Resolution of Initial Director to save yourself from having to draft this and complete the stock certificates.

Minutes

The written record of corporate governance, typically kept in the corporate minute book, that details all of the resolutions adopted by owners and Directors as well as other actions taken by the company.

Minimum Capital Contribution

This is the minimum amount that the stock may be sold for and the minimum amount of capital that must be in a company before it can issue dividends to its owners. Delaware, Florida and Nevada have no minimum capital requirements.

MERP (Medical, [Dental and Drug] Expense Reimbursement Plan)

A plan which allows a Corporation or LLC that elects to be taxed as a C-corp to deduct the cost of medical, dental, prescriptions and non-prescription drug expenses not covered by health insurance. This allowable deduction is limited without the employee having to include the benefit in his or her income. Otherwise, the employee would have to pay for these benefits with after-tax dollars and could only deduct them personally if they exceeded 7.5% of adjusted gross income of the employee.

Merger

When two or more companies combine to form one company.

Member-managed

A member-managed LLC has one of its members fulfill the functions of a manager and run the day-to-day operations of the LLC.

Member

A member is an individual or business that owns an interest in an LLC. The rights and ownership interest are set out in the LLC Operating Agreement.

Managing Member

An LLC member who also functions as the manager of the LLC and runs its day-to-day operations. Sometimes this is referred to as a member-managed LLC.

Manager-managed

Manager-managed refers to an LLC that has one or more (third party, non-member) managers to run the daily operations of the LLC.

Manager

Manager-managed refers to an LLC that has one or more (third party, non-member) managers to run the daily operations of the LLC.