LLC Operating Agreement

[TMCG]

OMG.

Okay, so I have a copy on my computer of a USER FRIENDLY and understandable Op Agreement from Nolo 4th edition.  I like it.  It makes sense.  

The New York state Op Agreement that came with my paperwork from the state, is just too overwhelming, FILLED with legal jargon like:

Definitions:
"Act" shall mean the Limited Liability Company Act, as amended.  

What goes in the blank?

Or this one is my favorite:
....each Member who has a share of the Member's nonrecourse liability minimum gain attributable to Member nonrecourse liability shall be specially allocated items of gross income and gain for such fiscal year in an amount equal to that Member's share of the net decrease in Members' nonrecourse debt minimum gain attributable to such Member nonrecourse debt.

uuuumm  What?

lol  

OMG.

H      E       L       P

[mcwagner]

so, what are you needing?

[TMCG]

can I use the operating agreement from Nolo?

Rather than use the Op Agreement that came with NYS corporate paperwork?

The one that came with NYS seems a bit over the top and hard to understand.  As long as my LLC is published and I follow the basics, I want to know if using the Nolo Op Agreement is okay.

For instance, the NYS stuff has

Article I
Definitions.

This section goes on to spell out the terms like:
Act
Member
Contribution
etc.

Whereas the Nolo version, doesn't have definitions per se.  But it still is quite extensive.

[mcwagner]

as long as it covers everything, it should work.  it's only an agreement; not like an intergalactic peace treaty or somethin.

[TMCG]

lol

nice.

[neversaynever]

A very silly question - I know.  But do you HAVE to submit an operating agreement?  I've prepared one for the state of Nevada, but haven't submitted it.  The guidelines from the state were very vague - and I've passed the deadline I'm assuming to submit this even though it wasn't clear what the deadline was for) so I think I need to pay a fee now.  So, question is - is it mandatory to submit one?

[TMCG]

In New York, the Op Agreement is for the business, no submission to state.

But, New York sure as sh*t gets its fees.

From the perspective of business, I guess the 1000 bucks it will cost me, by January, just to start my LLC, it's not that much money.  And the 500 minimum fee each year I guess is nothing.  But it still sucks.

In New York, it's 500 minimum fee every January, or 100 per member.

[mcwagner]

you don't *have* to have one.  it's the document that authorizes you to conduct business and sign documents on behalf of the LLC.  LIke being president of a corporation:  it gives you authority.

but keep in mind that this is a business.  if something bad happens and it appears that the business is not distinct from you (alter ego) then the LLC will be ruled invalid.  business is business and you need to operate like a business.  an operating/management agreement is part of being a business.

[PREO LLC]

In New York, the Op Agreement is for the business, no submission to state.

But, New York sure as sh*t gets its fees.

From the perspective of business, I guess the 1000 bucks it will cost me, by January, just to start my LLC, it's not that much money.  And the 500 minimum fee each year I guess is nothing.  But it still sucks.

In New York, it's 500 minimum fee every January, or 100 per member.

If you're a disregarded entity in New York, this fee is only $100.  Additionally, if your located in New York but are investing in out of state properties you might be able to avoid this fee by taking the position that you do not have any NY sourced income.

Can I ask why it cost $1000 to form the LLC?  That sounds a little high.  

[TMCG]

the 1000 covers all the expenses associated with filing and publishing the LLC.  It came to like 800 and change.

i have to figure out how to recoup all the money i have personally laid out to start this business.  it's approaching about 1500 or so now.  i'm actually losing count.

hey mcwagner, how do i do this again?  

[mcwagner]

once the LLC is up and running, fund it.  then submit an expense report with receipts to the LLC for reimbursement.  Just like it was your employer.

[TMCG]

okay so now,

what about the expenses that have been paid by THE LLC, that basically have come out of my pocket, since it is my contribution and loans to THE LLC that have paid for everything to date.

how do i recoup that money, personally?

i think the answer to this one is going to be....INVEST IN SOME REAL ESTATE THAT GENERATES INCOME!!!!

LOL

oh boy.
help me.

[mcwagner]

yep