Client wants proof of authority to sign for LLC

On Dec 4, 7:43 am, wesmicha...@gmail.com wrote:
> Hello,
> A client wants us to send them our Operating Agreement for our LLC to
> see who can officially sign documents, such as contracts, bills, etc.

A formal resolution by the corporate board would serve that purpose better.

> I would rather not send the Operating Agreement of our LLC because it
> has details about  how we run our company, how we distribute money,
> etc.

That's smart.   It's none of the client's business how you operate internally.

>  Is an Operating Agreement public domain (we are in Louisiana)?

I don't know LA law, but if it was public domain, they wouldn't have to ask you for it, would they?   They'd go down to the state office of corporate records, and get a copy from the publicly available file on your company.

> Is it standard practice to ask an LLC to produce it's Operating
> Agreement?

I have no idea.   It's apparently either standard internal procedure for THIS client to ask their vendors for one, or else they felt they needed some extra assurance in dealing with your company in particular for some reason.

That doesn't mean you have to bend over and give it to them.

> Thanks in advance for any help you can give on this matter.

See if they will accept a Resolution, written on corporate letter head and sealed with the corporate seal, in which the Board of the LLC affirms to whomever it may concern, that the following listed person(s) are authorized to sign contracts on behalf of the LLC to bind the LLC -- either leave it at that, or specify the kinds of contracts, or the kinds of vendors or names of particular vendors he is authorized to deal with, or the dollar limits on the amount the person can contract for... that's all they need to know.

Needless to say, if you have no idea what I'm talking about you ought to have your LLC's lawyer draft this for you.   If you don't have one yet, you should get one.   He or she is handy to have around for events like this and it's better  (and cheaper) if you have already established a relationship and don't have to reinvent the wheel each time.  Maybe the lawyer who drafted the LLC papers for you can help?

Browse my previous posts, and those of fellow netizen Barry Gold, for hints on how to pick a lawyer if you don't have one already.   Nothing personal, but I'm getting tired of repeating myself.  (Maybe I'll add that whole how-to-find-a-lawyer blurb to my sig block, but not today.)  Good luck,

--
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Mike Jacobs
LAW OFFICE OF W. MICHAEL JACOBS
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