LLC Operating Agreement

Which decisions are made by or require ratification by the members by simple majority (> 50%), supermajority (≥ 75%) or unanimous decision (100%)? Below is a list of some powers to consider addressing in your Delaware LLC Operating Agreement to determine who has the authority to engage in certain “big deal” transactions: Acquiring or selling […]

What is a Communications Contact for a Delaware LLC? Before these 2014 amendments, legislation passed in 2007 that stated every Delaware LLC must provide to its commercial registered agent, the name and contact information of “a natural person who is a member, manager, officer, employee or designated agent of the limited liability company”¹ who is […]

The organizational jurisdiction opinion letter is a letter from the borrower’s attorney to the Lender to ensure the borrower is organized correctly and that the loan documents will bind the borrower as the Lender intends. It confirms that a company is organized as a Delaware entity and has the authority to do the business contemplated […]

Holding trust assets in a Delaware LLC creates a strong connection to Delaware because companies that incorporate in Delaware are legally deemed to hold their stock in Delaware no matter where those stocks or LLC interests are held. For example when stockholders cannot be found, dividends are escheated to Delaware’s Division of Unclaimed Property and […]

So what are bylaws? The bylaws provide the mechanics of how the stockholders elect the directors, and the directors appoint the officers and how the officers run the company. (The bylaws DO NOT govern the rights of stockholders to transfer their shares, instead that would be a separate document, called a shareholder agreement – more […]