LLC Docs Information

LLC Docs Information

Realtor · San Jose, CA · Member since 2018 · 184 posts · 71 votes

Hello BP community, 

Seeking clarification if possible in regards to the internal documents held within an LLC. I've been speaking with my CPA (who obviously isn't a lawyer) & my compliance coach from the business who set up my first LLC. Also spoke with the state of CA office in regards to this. Everybody seems to have their own interpretation.

I went through the e-file process for a new LLC in CA. Within 2 days was approved and received my Articles of Organization. My first thought was, are they going to give me the Operating Agreement [OA] and other supporting docs (I had received a huge binder of these docs thought the company I used to register my first LLC). Quickly, I learned that the [OA] and other supporting docs are not to be turned into the state, but are to be kept internally. The [OA] and supporting docs I received through the company who set it up, were very extensive, had great detail, etc. When I filed the 2nd one with the state of CA, I saw how the Articles were straight-forward and one page. Different from the 1st I had filed with the company. So my question then was, does the [OA] need to be extensive as well? Or can it be simply one page? Since it is kept internally. My CPA said yeah, the [OA] can be however long you wish. The company who set up my first LLC, included additional documents like certificates for members, minutes information, etc. Is all of this necessary? Could I essentially take the documents from the first LLC, change the entity names and then use that for any new LLC? The compliance coach that was given to me through the company for the 1st LLC I filed with, says that all these documents are important to have in case if I were to get sued, a judge will see that the LLC was operating like a proper LLC, rather than a individual who simply registered a LLC form with the state. How much truth does this actually hold?


I would be thankful for any input and experience with this if you have the time to share.  My thinking process right now is that I don't want to fork over all that money to this company (or another) to prepare these documents if there is not much need for it because they are kept internally and not even submitted to the state.  Does it really give a upper hand advantage (having these documents) if there were to be a worse case scenario and someone wanted to sue me?  

I was able to successfully register my 2nd LLC with the CA, as mentioned, and was re-directed by them to file the LLC-12 which will state all the members. Essentially, that is all that is needed correct? The rest of the documents like Operating Agreement, is whatever the members of the LLCs agree upon, correct? The "minutes" "membership certificates" etc are all optional docs?

Thank you. 

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Attorney and CPA · San Diego, CA · Member since 2017 · 590 posts · 422 votes
7y

@Ramsin Jacob

The state only requires the articles and the statement of information. The rest of the documents are for internal purposes. I am not your attorney but I wouldn't recommend cutting corners. You should have an operating agreement and make sure it contains all the provisions required. The whole point of setting up your LLC is to protect you from liability... when someone sues you it will cost you way more to fix it than if you did it right the first time. You want the operating agreement and other documents so that your LLC is a legitimate business and the corporate veil is not pierced. Having those other documents bolster the fact that your LLC is in fact a business rather than just the 2 short forms on file with the state. Again, I'm not your attorney so you should seek out legal counsel, but generally... you get what you pay for...

*this post does not create an attorney client or cpa client relationship. Readers are advised to seek professional advice.

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  • Attorney, CPA, Broker & Author · Scottsdale, AZ · Member since 2018 · 532 posts · 488 votes
    7y

    @Ramsin Jacob The operating agreement is the agreement between the members. It can be as detailed as everyone wants or as simple as everyone wants. Do you have investors, or are you the only member? If you have investors, the Operating Agreement should spell out many issues pertaining to the ownership and operation of the LLC.

    I do NOT recommend trying to cut corners on your LLC. It sounds like you did it right the first time and you can use that as a template to do it right the second time.

    However, remember that while I am a lawyer, I am not your lawyer. If you have questions, I recommend you hire a lawyer to help you out.

  • Attorney and CPA · San Diego, CA · Member since 2017 · 590 posts · 422 votes
    7y

    @Ramsin Jacob

    The state only requires the articles and the statement of information. The rest of the documents are for internal purposes. I am not your attorney but I wouldn't recommend cutting corners. You should have an operating agreement and make sure it contains all the provisions required. The whole point of setting up your LLC is to protect you from liability... when someone sues you it will cost you way more to fix it than if you did it right the first time. You want the operating agreement and other documents so that your LLC is a legitimate business and the corporate veil is not pierced. Having those other documents bolster the fact that your LLC is in fact a business rather than just the 2 short forms on file with the state. Again, I'm not your attorney so you should seek out legal counsel, but generally... you get what you pay for...

    *this post does not create an attorney client or cpa client relationship. Readers are advised to seek professional advice.

  • Realtor · San Jose, CA · Member since 2018 · 184 posts · 71 votes
    7y

    @Katie L.

    Thank you. That was exactly my thought when I filed the 2nd one directly with the state. They e-mailed a electronic copy of the Articles which was very basic and said that was it besides the LLC-12 within 90 days. Comparing it to the 1st one I filed though that company, I was thinking there should be more in place to be fully legit. Definitely don't want to be cutting any corners. Just was curious was is the correct path. I see people setting up LLCs left and right with just basic, short documents, so I wondered.

    My first LLC has all the proper documents filed and recorded internally. I have them all in a binder which the company sent to me for the service. The forms seems to be pretty generic/broad, seems like I can simply change the entity name on those documents and replace with a newly recorded LLC name. What are your thoughts on this? Would that be able to work? Essentially, that's what I would be paying this company for again, same set of documents only with the new entity name. Filing with the state, EIN, license, I can do all of that.

  • Attorney, CPA, Broker & Author · Scottsdale, AZ · Member since 2018 · 532 posts · 488 votes
    7y

    @Ramsin Jacob.  @Katie L. is not your attorney, but what she says is 100% correct !

  • Attorney, CPA, Broker & Author · Scottsdale, AZ · Member since 2018 · 532 posts · 488 votes
    7y

    @Ramsin Jacob says:

    My first LLC has all the proper documents filed and recorded internally. I have them all in a binder which the company sent to me for the service. The forms seems to be pretty generic/broad, seems like I can simply change the entity name on those documents and replace with a newly recorded LLC name. What are your thoughts on this? Would that be able to work? Essentially, that's what I would be paying this company for again, same set of documents only with the new entity name. Filing with the state, EIN, license, I can do all of that. 

    These are questions you should be asking your paid attorney. Individual situations vary and it's impossible for someone over the internet to give you specific advice without knowing all of the details of your situation.

  • Attorney and CPA · San Diego, CA · Member since 2017 · 590 posts · 422 votes
    7y

    @Ramsin Jacob I second what @Stanley Bronstein has stated. I do not know what your current operating agreement looks like and how well it was drafted. Therefore I will not opine on whether you can just try to use your existing documents for a new formation. Since your current LLC was drafted I can tell you for sure that rules and laws relating to LLCs have changed so in the very least, you would want to research to see if the code sections referred to are still legitimate. We make changes to our documents here at my law firm regularly to keep up with changes in the law that are passed. Since Congress did a major overhaul of the tax code recently, plus California has made some changes, it may be prudent to have a new set of documents done, and possibly do an amendment to keep your existing LLC document current. You also may want to talk with a professional to confirm that an LLC is the right type of entity for you and that other entity types, such as an S-Corp, do not provide better tax results for your situation. If you are concerned about the costs and want a short work around, then that is your call and the risk you want to take is your decision of course. But, if you approach a professional about it, be prepared to pay a few thousand dollars as you did the first time around.

    *This post does not create an attorney-client nor a CPA-client relationship.  Readers are advised to seek professional advice.

  • Realtor · San Jose, CA · Member since 2018 · 184 posts · 71 votes
    7y
    Originally posted by @Stanley Bronstein:

    @Ramsin Jacob says:

    My first LLC has all the proper documents filed and recorded internally. I have them all in a binder which the company sent to me for the service. The forms seems to be pretty generic/broad, seems like I can simply change the entity name on those documents and replace with a newly recorded LLC name. What are your thoughts on this? Would that be able to work? Essentially, that's what I would be paying this company for again, same set of documents only with the new entity name. Filing with the state, EIN, license, I can do all of that. 

    These are questions you should be asking your paid attorney. Individual situations vary and it's impossible for someone over the internet to give you specific advice without knowing all of the details of your situation.

     Don't why you keep talking.  You're not saying anything positive or helpful.  Just wasting your time looks like.  

  • Realtor · San Jose, CA · Member since 2018 · 184 posts · 71 votes
    7y
    Thanks Katie, I appreciate your input and yes, I definitely understand it is difficult to give a specific opinion without an extensive meeting.   I have all the proper documents in place from my first LLC which I paid an arm and leg for.  Costs concern me when people charge over the top prices for something I can do myself.  There are many people who are lazy and don't want to figure it out themselves and they pay these companies to do it for them.  This company charges over $700 to just file an LLC with the state.   Online I can do that myself for $75.  And then the filing of the LLC-12 is only $20 online.  Why would I pay $600 more to this company for doing that? (Their full package is over $1,000)  Makes absolutely no sense at all.  Then I asked them about the Operating Agreement, Minutes log, members certificate, etc.  They charge $200 a la carte for this.  They said that's all kept internally for the record.  I asked them will they be tailoring these documents specifically to my business?  They said no.  So what is the point?  I have already their generic Operating Agreement and other documents.  I can use those as templates, along with additional resources to tailor one to my new LLC.  Right?  As an Entrepreneur, not just in Real Estate, I've figured out how to do things on my own.  Such as registering for US Trademarks.  Attorneys charge arm and legs for that as well.  I've successfully registered multiple trademarks for my other businesses and just had to pay $275.  So my previous experiences with this realm of legalities give me the same "figure it out yourself" mentality.   Then in terms of a By Style Partnership Agreement, they charge $1,500+ just for that.  Which again is something just kept internally for everyone to abide by.  I can create that myself as well with my resources.  This partnership is with my family, so there's no concern about anything amongst ourselves, we are all on the same page.  

    My current LLC was drafted just two months ago, so I highly doubt there has been extensive changes, if any.  My CPA is very legit with 20+ years of experience and he confirmed LLC is the way to go.   Not that I want a "short work around", it's the point of why throw my dollars away when I already have all the resources and knowledge to do it myself?  And it'll be done in a proper professional matter just as good as an attorney will do it.  My attorney tells me everything is based of case law.  All attorneys do is research.  So I can do research too and figure it out.  I'm on my way into Law School as well because of all this.  It's something I can do very easily. 

    Katie, again I appreciate your input and time.  Thank you. 

    Originally posted by @Katie L.:

    @Ramsin Jacob I second what @Stanley Bronstein has stated. I do not know what your current operating agreement looks like and how well it was drafted. Therefore I will not opine on whether you can just try to use your existing documents for a new formation. Since your current LLC was drafted I can tell you for sure that rules and laws relating to LLCs have changed so in the very least, you would want to research to see if the code sections referred to are still legitimate. We make changes to our documents here at my law firm regularly to keep up with changes in the law that are passed. Since Congress did a major overhaul of the tax code recently, plus California has made some changes, it may be prudent to have a new set of documents done, and possibly do an amendment to keep your existing LLC document current. You also may want to talk with a professional to confirm that an LLC is the right type of entity for you and that other entity types, such as an S-Corp, do not provide better tax results for your situation. If you are concerned about the costs and want a short work around, then that is your call and the risk you want to take is your decision of course. But, if you approach a professional about it, be prepared to pay a few thousand dollars as you did the first time around.

    *This post does not create an attorney-client nor a CPA-client relationship.  Readers are advised to seek professional advice.

  • Attorney, CPA, Broker & Author · Scottsdale, AZ · Member since 2018 · 532 posts · 488 votes
    7y

    @Ramsin Jacob I'm sorry I was not about to be of assistance. I wish you the best of luck.

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