eSignature Lawfulness for Toll Manufacturing Agreement in Mexico

How to eSign a document: eSignature lawfulness for Toll Manufacturing Agreement in Mexico

Hi this is Lee Phillips. I'm an attorney, actually counselor to the United States Supreme Court. Want to talk to you about kind of the second step in forming the corporation or the LLC, and that's adopting the bylaws for the corporation, or we call them the operating agreement in an LLC, or basically the same animals. What it is is it's the rule book. How are you going to govern your company? And it must be-- 25% of the people I talk to out on the street, yeah, got my corporation, got my LLC. Well, what do your bylaws say? Oh, I don't know. We don't have bylaws. Or I don't know, don't have an operating agreement. I can tell you right there, if you don't have bylaws, you don't have operating agreements, you've got no asset protection, period. So these are critical elements as to how you're going to operate the company. And like I said, it's your rule book. You actually have to follow the rules. The first thing I'm going to do what I sue you is I'm going to ask for the operating agreement. Come on, cough it up. If the ink is still wet, I know I've got a problem, or I know you've got a problem. So it's a critical document. And what I'm going to do what I sue you is I'm going to go down through the operating agreement. And it will say, the members are to do this, the managers are to do this. And I'm going to make a list. And I'm going to say, OK, did the members all approve the mortgage? Oh, no evidence that the members approved the mortgage. Says right there in your rule book, they have to approve the mortgage. This must not be a real company. This is just your alter ego. You've done whatever you please with this company, and it doesn't mean anything to you. Your honor, let me pierce the corporate veil, go after these guys directly. Because this is just their alter ego. It's an extension of them. So the members are going to do things, and the managers are going to do things. And the rule book tells you what they do. Now, the operating agreement should be 20 to 30 pages long. If you're a publicly traded company, it's going to be 280 pages long-- well, 150. And if you get your stuff off of Legal Doom on the internet, it's going to be five pages long. You didn't address enough issues in the five pages. Is it legal? Absolutely. But I think, at a minimum, about 20 pages to address the minimum number of issues that are going to come up in your company. What happens when somebody dies? What happens under this circumstance? How do we give notice to people we're going to have a meeting? How does the meeting take place? How do we pay our taxes? What tax structure we have. Who is the members? Who is the owners? One of our other series talks about issuing actual membership certificates. And in the operating agreement it's going to say that these people have this percentage. Well fine, go fill out your ledger, your membership interest ledger, your stock certificate ledger. And then make a stock certificate, or a membership certificate, so that you can follow the rules and prove to the court that no, no, no-- I did what it said to do. And the funny thing is, if you do what it says that you're going to do, then the courts-- that's big. They look at it and say, no, no-- this guy followed these rules. Now, you get to write the rules down. He followed the rules. Oh, by the way, if you get the five page operating agreement and it doesn't address an issue, well, your state-- and I don't care which state you're in-- your state has 500 pages of operating rules. You will default to what the state has. And the state, they very seldom have your best interests in mind. Let's just put it that way. So you want to write a rule book, and you want to set it straight. You have to adopt the operating agreement, the bylaws, in the first meeting of the company, the organizational meeting. And everybody needs to sign. The members need to sign, managers need to sign. Now, no whoa, now I understand it's just you, and hubby, and sweetie. That's fine. You sign as member, you sign as manager. She signs member, she signs manager. So you'll be signing in a number of capacities. And you have to remember which one of these hats you're wearing, and make sure that you're wearing the member's hat when you approve the mortgage, or the managers hat when you send out the notices. So you wear different hats. You're all the same guy. I understand that. But what capacity are you operating in? And the operating agreement, the bylaws, define what those capacities are. Critical part of your company, your corporation, or your LLC. No bylaws, no operating agreement-- no asset protection. Got it?