On seeing your query, I recalled that the subject had come up in the
LNET-LLC mailing-list discussion group. You can see the group's
(recent, because they changed server a few months ago) archives at
http://www.egroups.com/group/lnet-llc/
A search on "agreement" yields at least one pertinent thread "statute
of frauds":
<begin text>
Many state LLC acts permit members to valdily alter default provisions
in the act orally - no writing is required. However, a colleague of
mine has raised the question whether LLC operating agreements must be
viewed as (i) agreements whose performance requires more than a year;
(ii) personal service agreements; or (iii) a combination of (i) and
(ii). If so, it's possible that unless these agreements are in
writing, they won't be binding even if the relevant LLC act says
otherwise. I confess I haven't had time to analyze this issue.
However, I'd be grateful for any thoughts that members of this group
may have on it.
<end text>
The issue discussed was the default statutory regimen on "who can bind
the LLC" and how operating agreements can vary the default rule.
One important matter is how third parties are to be put on notice. How
is a bank, or other contractor, to know whether the entity is bound.
I have been researching (as time permits) the question of
(non-)recognition of informal (non-corporate) legal personality in
foreign jurisdictions. I was told that in Canada, for example, US LLCs
may not be entitled to tax benefits that inure to incorporated
subsidiaries. It is an open question (i.e., I haven't yet determined)
whether it is safe to take title to realty in certain classes of
foreign (for example, civil-law) jurisdictions in the name of a US LLC.
Certainly it is risky to do so in the name of a trust (except for Italy
and other signatories to the Hague convention on trusts).
Andy Grossman
Université catholique de Louvain
--- Joan Pedzich <jpedzich@frontiernet.net> wrote:
> Has anyone ever come across a checklist or other
> quick reference that
> outlines which corporate or business entity officers
> are required to sign,
> or have the power to bind the business entity in
> various transactions? I am
> hoping to find a chart or table that shows for
> LLC's, LLP's, corporations,
> LP's , etc which officers must sign loan agreements,
> for example. I have
> done literature searches in a number of databases
> and while I find lots of
> stuff on choosing type of business entity, I can't
> find a list or table of
> which officer must sign which kind of document. Have
> also checked various
> corporate and banking texts and treatises. Any hints
> or suggestions? Thanks
> in advance.
> Joan
> Joan Pedzich
> Law Librarian
> Harris Beach & Wilcox, LLP
> 130 East Main Street
> Rochester, NY 14604
> voice 716 232-4440 x244
> facsimile 716 232-1299
>
>
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