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Which title should I use for myself as the owner/member of my LLC registering a new business?
Anonymous2 views5 answers
Assuming you formed your LLC in Florida, the Florida Limited Liability Company Act recognizes 2 types of people with the power to conduct official acts on behalf of the LLC. In a member-managed LLC, only members have the authority to officially act on behalf of the LLC. Therefore, if you have a member-managed LLC, you should use the title "Member" after your signature. In a manager-managed LLC, only managers have the authority to officially act on behalf of the LLC. Therefore, you should use the title "Manager" after your signature.
Of course, this can all be changed by a properly drafted operating agreement. Be careful using the title of President or any other title unless it is specifically provided in the operating agreement. While other titles may provide apparent authority to bind the LLC and therefore, actually bind the LLC, this may also make you personally liable on the debt because you are not actually an agent of the LLC with the power to bind the LLC.
Assuming you formed your LLC in Florida, the Florida Limited Liability Company Act recognizes 2 types of people with the power to conduct official acts on behalf of the LLC. In a member-managed LLC, only members have the authority to officially act on behalf of the LLC. Therefore, if you have a member-managed LLC, you should use the title "Member" after your signature. In a manager-managed LLC, only managers have the authority to officially act on behalf of the LLC. Therefore, you should use the title "Manager" after your signature.
Of course, this can all be changed by a properly drafted operating agreement. Be careful using the title of President or any other title unless it is specifically provided in the operating agreement. While other titles may provide apparent authority to bind the LLC and therefore, actually bind the LLC, this may also make you personally liable on the debt because you are not actually an agent of the LLC with the power to bind the LLC.
If you desire the LLC to be "Manager-Managed"-- You would list yourself as "MGR"
If the LLC is "Member-Managed" - you would list yourself as "AMBR"
Florida recently changed the LLC Act abolishing the concept of a "member-managed" LLC. I generally see new LLC's list the principal as MGR and not AMBR for simplicity purposes.
Regardless, you will have to list a Registered Agent - that can be yourself or someone else. That is a different issue than listing MGR or AMBR.
Simply going online and registering a new business is the equivalent of having the cover page of a book without the rest of the book. You need a good tax and business attorney to prepare the correct organizational resolutions make sure your tax elections are correct and also to prepare the necessary resolutions. Although there are variety of titles you can use, the two most common would be "president" and "managing member." This would be determined by the operating agreement. Since most people are familiar with corporate terms, "president" is probably the wisest choice.
I hope this helps!
Ron Cappuccio
Assuming you are a manager, that is the position of authority. If it's member-managed, then you would sign as a member. A registered agent does not have authority to act on behalf of the LLC.
Congratulations on registering your LLC.
Listing yourself as the Manager is sufficient.
Being the Registered Agent is not relevant to the management or filing of any documents. That just means the in case the LLC is ever sued, you are the person to whom process will be served.
Best of luck.
The foregoing discussion does not establish an attorney-client relationship, is qualified by the limited facts presented above, and should not be relied upon as legal advice. To obtain definitive legal advice upon which one can rely necessitates retaining an attorney who is qualified in this particular area of the law. Any comments are merely suggestions for you to think about in discussing your situation with your local attorney.
