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What Is an LLC and What Is Its Purpose?

By IncNow September 13, 2021
filing cabinet

Many companies are LLCs. While the abbreviation can be spotted at the end of many company names, it’s understandable that you might not be entirely clear on what, exactly, an LLC is and its purpose. Each state has its own unique statutory law that sets forth requirements to form a Limited Liability Company (hereinafter “LLC” […]

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Do LLCs Have Stock or Shareholders?

By IncNow February 25, 2021

We often get questions about LLC stockholders, bylaws, stock certificates, directors, minutes and sometimes a Limited Liability “Corporation.” It’s understandable to have questions about how LLCs are structured and operate. Here’s what you need to know. Do LLCs have stock? Typically, “stock” is not the term used for LLC ownership shares. In most LLCs, the […]

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Who are the Members of an LLC and who manages the LLC?

By IncNow January 15, 2021
member and manager

Something to know before forming an LLC is how to manage an LLC. The answer lies in the LLC members, whether they are just members or managing members. There can be subtle nuances with these depending on the individual LLC. What Is the Owner of an LLC Called? Members own an LLC. Some of those […]

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What is a Single-Member LLC Operating Agreement?

By IncNow June 6, 2019
LLC Agreement

One person can form an LLC in Delaware. These LLCs are known as “single-member LLCs”. You can use a single-member LLC for everything from financing real estate transactions to solo consultant practices. Why Create a Single Member LLC Operating Agreement? Despite having only one member, it is still wise for single-member LLCs to have a […]

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What Happens to My LLC Membership Interest When I Die? Buy Sell Tips

By IncNow October 12, 2018
Death and LLC interests

In both single-member and multi-member LLCs, the owners need to have a plan for what happens in the event that a member dies. Should the LLC continue or should it automatically trigger cancellation? Who has the right to buy the deceased member’s interests? Do family members obtain voting rights or just assignment of distributions? These […]

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Delaware LLC Member Buyout Options: Shotgun, Baseball, Drag-Along, Tag-Along, Rochambeau, Coin Flip

By IncNow October 5, 2018
baseball buyout

Keep your Delaware LLC from sinking prematurely as a result of member business divorce. Plan ahead for inevitable partnership disputes by drafting membership prenuptial provisions from the outset. In this article we teach you the vernacular of LLC member buyout options, such as “Baseball” versus “Shotgun”, “Tag-Along” versus “Drag-Along”, and “Rights of First Refusals” versus “Rights of First Offers”. These are ways […]

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How to Plan for Exiting an LLC

By IncNow September 25, 2018
llc member exit strategy

The issue of when interests in an LLC can be transferred or bought, and by whom, and with what restrictions, is an issue that must be covered in an Operating Agreement. It is natural for business owners to be optimistic and overlook the possibility that the company may fail to live up to their initial […]

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IncNow President Provides Contribution to American Bar Association Article on LLC Operating Agreements

By IncNow October 20, 2016
ABA Operating Agreement

The American Bar Association tackles Delaware LLC operating agreements and general business practices in a new article featuring IncNow President, John Williams. Williams serves as a key contributor in “Operating Agreements Today: The Foundation to Avoid Controversy Tomorrow,” found in the ABA’s Probate & Property magazine. The passage outlines common oversights when forming an LLC, […]

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How to add or remove members from a Delaware LLC

By John Williams May 5, 2016
how to add members to an llc

How is the change in membership documented? Typically, the names of LLC members are not filed with the State of Delaware, therefore there is no amendment that needs to be filed with the Delaware Division of Corporations or your Registered Agent to add or remove members from a Delaware LLC. The names of the members […]

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Using LLCs in sophisticated real estate financing

By IncNow March 23, 2016

For acquisitions or refinancings over $5 Million, the borrower may be able to obtain more competitive interest rates though Commercial Mortgage Backed Securities (“CMBS”) loans instead of traditional bank financing. CMBS loans meet special requirements allowing them to be bundled and sold in blocks on capital markets. Usually income properties with tenants are the most […]

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Are You a Serial Entrepreneur? Consider the Delaware Series LLC.

By IncNow October 6, 2015

Serial entrepreneurs should consider the Delaware Series LLC, the most cutting-edge type of business on the market. While it is advisable to set up a new LLC for each different business interest, if the cost of managing a dozen or more companies is overwhelming, consider another alternative: the Series LLC. Are you someone who is […]

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When I form my Delaware LLC, what add-on services do I need to order?

By IncNow September 28, 2015

IncNow’s Complete and NOW Delaware LLC packages include the documents your LLC will need to get started. In your package of formation documents, you will receive your Certificate of Formation that shows your company has been filed and Operating Agreement, which lays out the agreed-upon terms of the LLC’s operations and its ownership. An LLC […]

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Delaware LLC Operating Agreement Pre-Flight Checklist

By IncNow June 25, 2015

Delaware Courts will enforce your Delaware LLC Operating Agreement as written. It’s important to document the essential business understanding from the outset. Anyone starting an LLC in Delaware should have a written Delaware LLC Operating Agreement detailing the management and ownership structure. An LLC Agreement is required in Delaware and although the verbal agreement is legal, […]

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Delaware Helps Federal Investigators by Requiring Delaware LLC’s “Communications Contact” Have Access to a Record of Each Member and Manager

By IncNow January 14, 2015

A few years ago, pressure from U.S. Treasury and International countries prompted Delaware to require a “communications contact” for each LLC formed in Delaware. A 2014 Amendment clarified what is required of this communications contact, including access to ownership and management contact information. What is a Communications Contact for a Delaware LLC? Before these 2014 […]

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Why Do Commercial Mortgage-Backed Securities Loans require that the Borrower be a Delaware LLC?

By IncNow October 13, 2014

When financing real estate projects over $3,000,000 from across the country, often the best rates are available when Commercial Mortgage-Backed Securities (CMBS) loans are used instead of traditional bank financing. We have seen these requests made for a variety of business properties such as storage facilities, student housing, multi-family housing, retail centers and commercial office […]

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Why Attorneys SHOULD use the Series LLC – Upcoming ABA Conference Call

By John Williams September 28, 2012

John Williams will be presenting a “hot topics” conference call with the American Bar Association’s Real Property Trusts and Estates Section’s subcommittee on Partnerships and LLCs to discuss why attorneys SHOULD use series LLCs in real estate transactions. This call is tentatively scheduled for mid January, 2013. Items to be discussed will include common applications […]

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How are Minutes and Bylaws like the “spork”?

By John Williams February 11, 2012

Bob is deciding between a limited liability company (“LLC”) and a Corporation (“Inc.”) and he first “does his homework” to see what documents are included with the package. Bob notices the “complete LLC” includes a certificate of formation on file with the Division of Corporations and an internal LLC operating agreement. He may realize that […]

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