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theplayer11
01-26-2010, 12:43 PM
converting husband and wife partnership to LLC. In filling out the articles of organization for my state, in the other provisions space, is there anything obvious that I should add? I've noticed that the banks in opening a business account want to see all members listed on the agreement who will be authorized signers. If I want my wife to be able to do the banking, do I just state her name in the articles of Org. and that she is to be an authorized signer for banking purposes?

Business Attorney
01-26-2010, 12:59 PM
State laws differ, but in most cases any special provisions can appear in either in the articles of organization OR the operating agreement.

The articles of organization is a public document while the operating agreement is not. I generally recommend that unless there is a particular reason that dictates that a provision specifically be set forth in the articles of organization, put it in the operating agreement instead.

Evan
01-26-2010, 09:02 PM
I generally recommend that unless there is a particular reason that dictates that a provision specifically be set forth in the articles of organization, put it in the operating agreement instead.

Correct. If the law says that "XYZ applies, unless the Articles of Organization says otherwise", then you NEED to specify such in the Articles of Organization if you want XYZ to apply.

Each state has their own XYZ's, so that requires knowing your state law...

For "fluff" like who can sign checks, throw that in the operating agreement.

In my partnership agreements, I generally authorize "broad" powers, versus specific. Why limit who can open bank accounts to your wife only, as you may want to do something in the future.