Managers Role
When filing a LLC in Nevada, Nevada asks the question is this a
Manager Managed or a Member Managed LLC. Most Corp Kits are set up to file a member managed LLC.
We at Corp.Nevada.com think that is an unnecessary risk. When you file a company as a member you are
exposing ownership, we think that the ownership is none of the publics business.
Here at CorpNevada.com we are a little different. In our Operating Agreement and the Minutes of the
First Meeting of the Members we have given to power to run the company to the Manager. The Manager is the
main guy and the person on public record. We do not accept any other members until all the initial filing
]have been done. Usually one month after the company has been formed. What this does for our clients is give
you a legal way to expose to public record only what you want to expose. Since 911 your privacy has been
trampled on. How do we keep from exposing ourselves to the increasing risk of lawsuits? We do that by only
giving out just enough information to satisfy state and federal requirements. This is a big issue we think.
It just can not be addressed in a Corp Kit.
In our corporate structure the Manager should be the head of the company, initially he or she should be 100%
owner of the LLC. He or she should be the signer on the bank account. In the old days you could go into a bank
and open a bank account with out attaching your Social Security, all you had to give the bank was an EIN number
and an article that your company had been filed. Now the banks want to know who owns the company, your Social
Security Number your credit rating. Since 911 the federal government can look at anybody’s bank information anytime
without notice. So as soon as you open the corporate bank account you are identified with the company. For privacy sake
we think that is all the public and the government has a right to know. So we have set up the documentation to allow
only that to happen. The rest of your members need not be mentioned except in the internal documentation. When you are
talking to the other incorporators or you see Corp Kit mentioned, this kind of privacy protection will not be available.
The Managers Social Security number should be used to obtain the EIN number from the IRS. This way we can only expose what
we have to, this just can not be done when working with the Corp Kit which is what most of our competitor are selling.
Member of an LLC
LLC is owned percentages. There must be a 100% ownership. Tax structures can be affected by the amount of membership
that an individual holds, and what that individual does for the company. In order to change the ownership of a LLC you
must have unanimous written agreement from all members. We consider this the Achilles Heel of an LLC because just one
member can keep all other members, from selling the company, selling assets, or changing the corporate structure. So be
very careful who you are in business with.
On the other side of that coin we think when judgments come at another member of the LLC then this little fact can stop
the liquidation of company assets. It can also stop the changing of ownership in the corporation.
Non Voting Member VS Voting Members
You can have either voting or non-voting members in an LLC. A voting member must give written consent when ownership
of the LLC is changed. Non-voting member may be under aged children, the non-voting membership can effect the percentage
own by an individual when it comes tax time.
While creating Non-Voting memberships will take the ability to change the ownership of an LLC away from anyone but the
voting member or members. Using under age children as non-voting members can throw the percentage of the parents into a
dangerous tax bracket. You never want to be considered a personal service corporation.
Giving children membership percentages in a company is an excellent way of insuring that an asset goes the children without
tax consequences. Making these memberships non-voting takes away the power to change the membership structure of the LLC.
When it comes time to split up the assets there will have to be unanimous approval from all members. Upon death of a member
the members percentage of owneship can go to who ever they like. Since there is not any funds being transferred there are no
probate consequences. Only when the assets are liquidated are there tax consequences.
Operating Agreement
The Operating Agreement is like the By Laws in a Stock held company it sets up the general functioning of a company. In
our Operating Agreement we have the Manager in charge. The Manager has the right to pretty much do anything he/she likes,
without approval of the membership. He is the captain of this ship and leads it down what ever path he/she sees fit.
The Operating Agreement is an internal document and is only given to authorized members of the LLC
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cor·po·ra·tion : a body formed and authorized
by law to act as a single person although constituted by one
or more persons and legally endowed with various rights and
duties including the capacity of succession 
