Once you’ve decided on an LLC structure, you can designate who may sign on behalf of the business in your LLC Operating Agreement. The terms "manager," "president" or "authorized representative" also can be used, as long as they are in accordance with the company's operating agreement. Because LLCs have no physical form, they must act through their authorized representatives, their members (owners) and managers, for all purposes. In this business structure, one or more persons from the ranks of the members of the company or a non-member are appointed. State LLC Acts routinely provide that a member in a LLC is not labile for the debts or obligations of the LLC solely by reason of being a member. The idea that a corporation or LLC is a separate “person” from its owners causes some people confusion. Don't miss the latest teleseminars, articles, tools, tips and strategies. John Doe, ABC LLC — (John has not indicated his position or representative capacity) This article contains general legal information and does not contain legal advice. Avoid signing a document as the "owner" of an LLC. The designated person or persons is usually required to be listed in the LLC's articles of organization when they are filed with the state. When you sign for the Texas LLC, you’ll note that you are the manager of the Wyoming LLC, which is by extension the manager of the Texas LLC since the Texas LLC is set up as member-managed with the Wyoming LLC as its member. 2012 | View Comments. Note if you intend to have a holding company own the aircraft, the time to form the company correctly and completely is earlier on because the lender will need to verify the legal structure and documents before it can approve the loan and issue loan documents. He holds a Bachelor of Arts in journalism from Texas A&M University. Thank you for subscribing to our newsletter! Failing to do so (i.e., just signing their name) can invite personal liability into business matters. Sometimes, the terms of a contract itself state that the signer is undertaking personal responsibility for the obligations of the contract or personally guaranteeing that the LLC will perform its obligations under the contract. The Process for Signing Documents on Behalf of an LLC. This exposes you to personal liability, since owner is usually not an official title. This holds true for signing documents. The type you choose will depend on the size of your business and whether you have outside investors. LLC members and managers can avoid putting personal liability protection at risk by using a signature block on any document signed on behalf of the LLC. Series LLC Signature Block: 123 MAIN STREET, LLC, an individual series of ACME HOLDINGS, LLC, a Texas series limited liability company There’s a legal difference between how a member-managed LLC signature block is executed versus a manager-managed LLC. Was this document helpful? Below is the current signature block and acknowledgement I recommend using. The operating agreement may assign members (or non-member managers) as officers, and grant them certain duties and responsibilities. The agreement is signed on AcmeSoft’s behalf by Edward Smith, the company’s manager. You also know that it’s not actually a living, breathing entity, so you’ll need a real person to sign documents on the LLC’s behalf. When the LLC signs a contract, what should the signature block on the contract look like? His professional career includes stints as a computer tech, information editor and income tax preparer. Hire the top business lawyers and save up to 60% on legal fees. The other option is a “manager-managed” LLC. This is the harder part. EXAMPLE: AcmeSoft LLC, a limited liability company, hires Sally to perform freelance programming services and has her sign an agreement. This information can be printed directly on the contract as part of the signature block, or the signer can write it in next to the signature. Keep in mind that members may not sign documents on behalf of a manager-managed LLC. Approval means the bank has approved both you and the airplane. When signing, the managing member must clarify if the signature is as an individual or in their capacity to sign as the representative of the LLC. The owners of the LLC cannot operate or enter into binding contracts unless the authority is assigned to them by the manager(s). Sembera now writes full time about business and technology. Regarding third parties, the member given the authority to act on behalf of the limited liability company is authorized to sign documents, including contracts, that will incur liability for the LLC. The same holds true for managers or officers making the same mistake and being held liable for a contract. © LegalZoom.com, Inc. All rights reserved. Terms of Use. This could include a secretary, financial officer, or a board chairman. We cannot provide any kind of advice, How To Sign In Behalf Of A Limited Liability Company? For example, if a member signs a lease without indicating they are signing it for the LLC, the landlord may argue that the member agreed to be personally liable for the lease and attempt to pursue the signer for the rental amounts due if the LLC is unable to pay. Because LLCs have no physical form, they must act through their authorized representatives, their members (owners) and managers, for all purposes. Finally, the lender will authorize the release of funds once any requested supplemental documents have been received and vetted. An attorney can also be authorized to enter into settlement agreements in lawsuits filed against the LLC. When a real estate investor thinks of asset protection the LLC is the first entity that typically comes to mind. Mishandle this important step and the courts may not be so forgiving. Three good reasons to turn to AOPA Aviation Finance when you are buying or refinancing an airplane. Her signature on behalf of the LLC might look something like this: By: [Jane Smith would add her signature here], Jane Smith, President [or simply “Managing Member”]. Eliminate the guesswork and give your LLC the best chance at success with Rocket Lawyer’s extensive online resources. For example, instead of signing "Jane Smith," the signer would sign "Jane Smith, Member.". How to Sign Documents on Behalf of an LLC. In this business structure, one or more persons from the ranks of the members of the company or a non-member are appointed. When the designated member signs as a representative of the LLC, they may want to include language that clarifies this. If you need help with an LLC authorization to sign, you can post your legal need on UpCounsel's marketplace. Although this may sound cumbersome and confusing, what it mainly boils down to is a lengthy title block. Filed under Asset Protection, Real Estate Investing, avoiding personal liability, business debt, business liabilities, LLC, personal assets, personal debt, signing contracts.

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