LLC...signing documents and checks

General Real Estate Investing
1

  1. Regarding LLC documents, should they be signed with “as member”, or whatever following?

  2. Also the above regarding signing checks from the LLC bank account, should you, or are you allowed to sign the check as above?

2

refer to your management agreement. you do have one, don’t you?

it’s the document that specifies your rights and responsiblities as member such as: opening checking accounts, signing documents on behalf of the entity (contracts, checks), acting as “president”, etc.

if you don’t have one, get one.

3

The agreement specifies what the responsibilities are, but does not specify HOW to sign things.

I need to know if I have to get that technical in the agreement…or can I sign documents “as member”, since members already have the right to sign them.

Same with endorsing checks. I was wondering if you are even allowed to do anything other than your signature…from the banks point of view. Or can I sign the checks, then put “as member” after my signature.

Advice on what to do to protect myself would be appreciated.

4

John Q Investor,
Manager, XYZ Company LLC

or

Member, XYZ Company, LLC.

The problem with using “Member” is that it does not necessarily imply to 3rd parties that you have the authority to execute the document.

The management agreement I provide my clients specifies that the manager can assume the title of “president” and assistant managers that of “vice president” for purposes of executing documents. It also states that the Manager shall identify himself as such when executing documents, so that 3rd parties recognize that he has the authority to execute.

Then it would be:

John Q. Investor,
President, XYZ Company, LLC

I would argue that members, solely by virtue of being members, do not necessarily have the authority to execute documents. That’s what LLC managers do. Only members who are managers can execute.

on checks, a signature will do. the bank will verify your authority before they put you on the signature card.

5

If it’s a single member LLC, would a management agreement still be needed?

6

yes, absolutely.

7

Thanks.