LLC sign contracts

[grey734]

I incorporated my LLC in New Mexico. I have some contracts to be signed and I cannot put my name. How can I do this legally? Can I appoint an external person and assign the authority to make contracts for the LLC? In such case do I need to inform US authorities about this? Any other solution?

Last edited: Apr 2, 2022

 

[VESTANON]

@grey734
direct pm @James Spader @Sols or @Martin Everson as they are seasoned expats in relation to US entities,taxation and structures etc..

imho an appointment would be the way to go, either from a non controlling nominee perspective, positioned as either a director or minority shareholder..directly appointing a CFO with nominee status, might not be adviced.

its pertinent you should have controlling rights or majority Controlling shares, as you stated a contract is in the works.

Last edited: Apr 2, 2022
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[grey734]

LLC is already incorporated and I had decided for no nominee. But now for some kind of contracts I have a problem to sign reporting my name. I was thinking about a quick solution. Appoint someone (trusted person).

 

[Sols]

Why can't you put your own name?

In any case, as long as the company is manager managed (as opposed to member managed), the solution is to appoint a nominee or a manager (or a nominee acting as a manager). This can be any person anywhere in the world, but it's usually someone involved in the business or a lawyer/trustee (provided by your registered agent, in most cases).

If the company is member managed, you are probably limited to issuing a power of attorney to someone, add another member to the LLC, or change the operating agreement.

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This is the probably the answer to your question.

 

[grey734]

...avoid conflict of interests.
The company is member managed, I can issue a power of attorney to a friend. Shall I have to officially add him as another member to authorities? or is just internal LLC process?

 

[Sols]

I can't say with absolute certainty because there might be something unusual about your specific case but in most situations, it would be an entirely internal matter without any need for government reporting.

But if you want absolute certainty, speak with an attorney or lawyer.

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This is the probably the answer to your question.

 

[AMD]

Sols said:
But if you want absolute certainty, speak with an attorney or lawyer.
Click to expand...

that's what I was going to suggest you, it's better to be 100% sure.

 

[Eldorado]

grey734 said:
I incorporated my LLC in New Mexico. I have some contracts to be signed and I cannot put my name. How can I do this legally? Can I appoint an external person and assign the authority to make contracts for the LLC? In such case do I need to inform US authorities about this? Any other solution?
Click to expand...

You got me interested about this topic, I'm in this same point like you. Please update with your case while done

 

[grey734]

I am still investigating. I might be totally wrong, but I believe appoint a person and authorize him to sign contracts (no grant for bank operations) should be an internal company issue. As soon I know more I will share info.
I found some links:
https://www.upcounsel.com/llc-authorization-to-signhttps://zedia.admis.com/wp-content/uploads/2020/05/16175431/llc-authorization-form-1-1.pdfhttps://www.shilbrook.com/authorization-letter-to-sign-on-behalf-of-company/
By changing operating agreement should be possible to appoint a new external manager to sign contracts:
https://www.incfile.com/blog/post/change-operating-agreement

Last edited: Apr 6, 2022

 

[fanban]

it's a nominee director you are looking for. nothing special in it, find a certified firm that you can appoint.

 

[bountymounty]

grey734 said:
I am still investigating. I might be totally wrong, but I believe appoint a person and authorize him to sign contracts (no grant for bank operations) should be an internal company issue. As soon I know more I will share info.
Click to expand...

It's called nominee director and is widely used .

 

[Patrick846]

You can create a position for officer in you operating agreement (even in an LLC) like a president. Even in an LLC where the member (or manager for a manager managed LLC) is the one officially with all powers, by creating this position and appointing someone for it, it raises much less level of suspicion by a third party.
You need to have in your operating agreement a good description on what limitation of power the officers have, but that's a neat trick.

It is way nicer to have John Doe, as President of ACME LLC signing than John Doe, as Authorized agent of ACME LLC. In the later case, the third party will often ask for a letter of authority where the member/manager will have to sign certifying that John Doe is indeed an authorized agent for this transaction.

Look at this