I need to know how to set up an LLC so that my foreign business partner will be on the LLC and bank account with me.

You probably did not fill out the document wrong. If you have a business partner then you should have an operating agreement. This agreement will lay out who the members are and what their equity share will be, among many other things. This agreement does not get filed with the state. Operating agreements can be comprehensive and you may wish to have a business attorney draft one for you. Feel free to give me a call and I wold be happy to discuss this with you.

You need to have an operating agreement drafted by an attorney. Best,

All of this can be corrected to reflect the realities and meet your needs as what has to reflect these facts is the orgizational documents and .original original meeting and it's minutes. Call my offices with the details and. For an appointment.

I assume that the document you refer to are the articles of organization. That document does not list the members. As the other answer indicates, members are designated in an operating agreement,

The only people listed on the articles of organization (the document filed with the State to form/register your LLC) are the resident agent (who receives notices from the State and who may be served with lawsuits agains the LLC), and the organizer (the person actually executing and authorizing the filing of the document). The members would be listed in and would sign an operating agreement, which is the agreement among members setting forth some of the structural, operational, management, contribution, distribution and related aspects of how the LLC is set up and will function. You should have an operating agreement, since if you do not, the default provisions set forth in the Michigan LLC act will govern all of this, which may not be what you and/or your co-members would want. Additional subjects can also be covered in the operating agreement, such as restrictions on transfer, buy and sell provisions, voting requirements, control over management of the company, etc. Generally, an operating agreement it is not filed with the State/is not of public record. You should retain legal counsel to review and prepare such an agreement and various other documents which you may wish to consider to use in assisting to implement such an agreement/company set-up and funding.

The comments of the other contributors regarding your need for an Operating Agreement are all well taken. It also appears that you correctly filed your LLC Articles of Organization with the State of Michigan. I am more concerned, however, that you may not be aware of the very substantial banking and taxation issues you will be facing because one of the two members of your Michigan LLC is apparently neither a U.S. citizen nor a U.S. resident. If this is true, your business partner will be and deemed to be a "non-resident" alien. Generally speaking, there is no law against a non-resident alien being a member of your LLC. The simple fact that such a person has a financial interest in your American LLC usually means that the IRS will automatically consider them "to be engaged" in trade or business in the United States. This, in turn, subjects the foreign member to U.S. taxation and requires that member to file Form W-7 to obtain an individual tax ID number. This leads to all kinds of tax-related duties and obligations for your LLC-- and you as its only U.S. member! One of the largest of these LLC obligations is Mandatory Quarterly Withholding as to each foreign member. Every quarter, the LLC has to: (a) calculate its income for that quarter, (b) allocate the foreign member's share of that income, and (c) pay withholding up to 30% of the annual taxes due to the U.S. Treasury. The LLC is required to make the withholding payment even if it made no distributions to the foreign member and irrespective of its cash flow that quarter. Further LLC foreign member withholding obligations include filing various forms including Forms 8804, 8805 and 8813. While circumstances vary in each individual situation, the LLC may also be responsible for filing further disclosure statement forms and processing further withholdings in order to comply with the U.S. Foreign Investment Real Property Act. The LLC often has to determine whether it has participated in certain other "tax sheltered" transactions and then file a Form 8886 Disclosure regarding such transactions. In a worst-case scenario the rules set out in Treasury Regulations 1.6012-3 might require you to file an income tax return on behalf of your foreign partner and even pay the tax that is due with that return! In addition, because your partner is foreign, the LLC--and you personally-- cannot avoid making quarterly self-employment tax payments by electing to be treated as a subchapter-S corporation. In some cases, the tax law of your foreign partner's home country may disregard the LLC entity and impose corporation tax rates on all or part of your client's LLC income, etc. If your foreign partner lives in one of the countries that has a tax treaty with the United States, you will probably need to take that treaty into account in calculating the amount of the non-resident alien quarterly withholding payments discussed above. Finally, due to recently enacted U.S. anti-terrorism and anti-money laundering laws, you should anticipate encountering a significant amount of extra paperwork and scrutiny when you attempt to open as bank account. None of the problems outlined above are impossible to overcome. You should, however, very definitely meet with a qualified CPA or attorney to discuss the structure of your new business before going much further.