Help Me With Sign New York Banking Operating Agreement

Help me with industry sign banking new york operating agreement

in this video I want to talk a little bit about New York State's requirement to adopt and operating the agreement for your limited liability company so I've the series of videos I've been talking a lot about forming a limited liability company in the state of New York what the requirements are what the fees are what some of the minor issues or things you want to look out for our and this video I want to talk about the requirement for you to adopt an operating agreement so an operating it's pretty simple it's a document um that allows you to protect your limited liability status and it allows you to structure financial and working relationships with the co-owners of the LLC as well as some other things so I'm gonna go over some of those things number one thing it does is it really um it's a requirement that's number one right here let's get that straight the New York state law requires that you have a written operating agreement the second thing an operating agreement does is a protection limited liability status so there's a you know there is a status that says you know no one's liable there's default rules that are given to a corporation if they just I'm sorry a limited liability company by the state but those default rules can be overridden by your operating agreement so for example the main reason most people create a limited liability agreement is because our limited liability company is because they don't want the liability right this is why the whole point of limited liability company they don't want the liability personally so in an operating agreement you reiterate that right and I know it's said in this in the actual title of the company LLC or limited liability company but in the operating agreement you reiterate that and helps guard you from liability so in your operating room it says no members are no executives will be legally liable for any actions pertaining on behalf of the liability as long as you guys don't pierce the corporate shield which I went over that in the last video one of my other videos excuse me that will help you again further limit your liability so it does that and one of the other things it does is it helps define your financial management structure so in the in the operator again there's these there's a status quo default rules that the state will give you but this will tell you in the operating you can put how many board members you want how many executives you want how much do they get paid what do you call what are their their rights when it comes to handling money can they write checks for over fifty thousand can they not write checks wrote there's all these criterias that you can put in there America is great because it gives you the freedom I'm sorry the freedom to create your own business and really your own rules for business as long as you're not talking about anything illegal and gives you your own rules to structure the business how you want this is one of the beauties of the operating agreement it really further defines that so you don't go into the my next point which is the operating agreement overrides state default rules so there's a bunch of these steep default rules that say you know you have to have a majority let's give an example some states say you have that majority vote of all the members to do anything that materially but affects the business right this could say you don't need a majority vote only the executive the managing member has 100% authority or you need a thirty percent vote right because there's so many members you only want thirty percent to do anything major so it overrides the state default rules which aren't a big deal at the at the inception but quickly become a big deal because if there's a discrepancy between you know unless you got a hundred members in your in your LLC or even ten and there's a disagreement now we go to the state rules if you don't have an operating agreement so you want an operating agreement to override those state rules um what should you include in the operating so some of these you want to include other percentage interests in the LLC every member's percentage interest in the LLC the rights and responsibilities of certain members or managing members voting powers and percentage of voting power so what kind of voting powers that the griot voting present and the how much percentage they all have how profits and losses are allocated can be determined in an operating from you so just because me and you formed an LLC together doesn't mean we're 50/50 if we don't write that if we write something different in the operating agreement for example it could say you put out ten thousand dollars so you are you are responsible for 50 percent of the profits but I am responsible for a hundred percent of the losses or expenses right so you can literally in an operating room how the profits and losses will be allocated or even the expenses will be out of here how the LLC will be managed that's another thing right can we say that we're gonna be managed by three people I could say that all the management goes into this person's hand and the other person is a limited member meaning that they have no say in the in the outcome of the management activities but they do have an allocation of profits or or revenues or equity in the business whatever it may be rules for holding meetings and taking notes are another thing you want in the operating agreement clauses for buyouts and sell out provision this is one of the biggest ones right when when can I buy you out how much can I buy you out for what triggers that percentages of ownership are another one distributive shares so like again back to the distribution of losses and profits I can say that look we're gonna distribute profits 6535 my way right so I get sixty five percent of the profits you get thirty five percent of profits but if there's a loss because you're a doctor make a billion dollars a year I'm a couple million dollars a year if there's a loss on the company you're gonna get the loss you can offset it on your taxes all right you can do that in an LLC so distributive shares and again so little just a few of the things I just wanted to cover some basics here I don't like to make my videos too long I like to give you as much value as I can okay my name is Nick I went to business school went to law school graduated both worked on Wall Street and now I help entrepreneurs executives public companies private companies manage marketing effects business planning marketing planning but more importantly in terms of this video I help them form their LLC's in the state of New York so if you need an LLC form in the state of New York reach out to me can find me on Nicholas chorionic amor and the information I put below if you think this videos gonna help anybody share it with them tag them in the comments section or email it to them or subscribe to my page for more videos like this hope you guys having a great day keep rockin catch me on the next video