LLC in USA - Managemen Structure

[Debb]

We are concerned about Management types (Member managed or Manager managed or Other).

In our situation, there are two owners, that wants to operate and own business from outside of the USA. And one USA citizen who can manage and operate this business in USA, who is not actualy an owner and don't have part (shares) in business.

Which management type is better for us?

Two owners are members whith all contributions and one Operating Manager without contribution? And Member managed or Manager managed? Or other?

[Toronto_Boy]

<blockquote id="quote"><font size="1" face="Verdana, Arial, Helvetica, san" id="quote">quote<hr height="1" noshade id="quote"><i>Originally posted by Debb</i>
<br />We are concerned about Management types (Member managed or Manager managed or Other).

In our situation, there are two owners, that wants to operate and own business from outside of the USA. And one USA citizen who can manage and operate this business in USA, who is not actualy an owner and don't have part (shares) in business.

Which management type is better for us?

Two owners are members whith all contributions and one Operating Manager without contribution? And Member managed or Manager managed? Or other?
<hr height="1" noshade id="quote"></font id="quote"></blockquote id="quote">

Dear Debb

You may form LLC, as foreign citizenship of owners is not an issue with LLC, but with Subchapter S corporation. However, if LLC is manager manage, then manager as an agent of LLC would have powers to bind LLC in daily activities or contracts of business. In that case, members (i.e. owners) would not have power to bind LLC.

You may also consider to form corporation, or LLP too, though you would have to consider pros and cons of both structures specially for tax effects.

I would suggest you to contact any local CPA in your area for more personalized and detailed review as per your requirements and to prepare necessary documents for registration.

I hope it helps.

Regards

[Debb]

If LLC is Member Managed, what power would have Operating Meneger, non member?

[Toronto_Boy]

<blockquote id="quote"><font size="1" face="Verdana, Arial, Helvetica, san" id="quote">quote<hr height="1" noshade id="quote"><i>Originally posted by Debb</i>
<br />If LLC is Member Managed, what power would have Operating Meneger, non member?
<hr height="1" noshade id="quote"></font id="quote"></blockquote id="quote">

Just like a regular employee of the company, and including authorizations given in Operating Agreement required under State Statutes.

[maqszaman]

Hi Debb,

Please visit the following link http//en.wikipedia.org/wiki/Limited_liability_company
This contains all necessary details about LLC. Please let us know if you still have any specific question.

Regards,

[Debb]

And if LLC is Manager Managed, what power would have Operating Meneger? And what power will have members to control LLC from overseas?

[Toronto_Boy]

<blockquote id="quote"><font size="1" face="Verdana, Arial, Helvetica, san" id="quote">quote<hr height="1" noshade id="quote"><i>Originally posted by Debb</i>
<br />And if LLC is Manager Managed, what power would have Operating Meneger? And what power will have members to control LLC from overseas?
<hr height="1" noshade id="quote"></font id="quote"></blockquote id="quote">

Depending on specific State laws, in managers manage LLC, managers would have control over management and operations of business affairs and as I said earlier would have power to bind LLC. They would make all decisions to run the company such as sale, purchase, management or lease of LLC's assets. They can borrow money by providing security interests in the LLC’s assets. They can take all decisions for pre-payment, financing, or extension of any loan against LLC’s assets. They can release any of LLC’s claims or debts. Also, they can hire a person, firm or corporation for operation and management of LLC’s business. Similarly, they can execute all contracts, promissory notes, loans, security agreements, conveyances, assignments, leases, sub-leases, agreements, and grant licenses etc. They can write checks, order drafts and other payments of the LLC's funds. Members would sign an operating agreement to form LLC.

Members, in manager manage LLC, would elect and appoint manager through voting. They have the right to change operating agreement anytime to remove the manager. The members would set the duration, terms of employment, and compensation of managers. Members would also define overall policy and direction of LLC.