Can an LLC Be Held Liable for the Actions of Its Members?

If you run a small company in Las Vegas, NV, you may wonder whether you need an operating agreement when the law allows you to do business without one. A business formation lawyer can explain when and why it's important and what Nevada's default rules could do if you choose not to make one. From a Business Formation Lawyer in Las Vegas, NV: Operating Agreements An operating agreement is optional rather than mandatory in our state, but if you choose to adopt one, all members have to agree by unanimous vote or unanimous written consent. Unless, of course, you're the only owner, in which case you adopt it alone. The fact that the statute does not require you to adopt an agreement doesn't mean there are no rules, however. If you never write one, the law supplies some default provisions that will govern your company management. Those laws will dictate who can bind the company, how profits are allocated, whether a member may withdraw, and what a buyer of a membership interest actually receives. Why You Need an Operating Agreement The provisions in the law were written for a generic company, and they may not fit the capital, labor, or exit plans you actually have. Creating your own operating agreement that's based on your unique business situation and goals is always recommended. What to Review Before Writing Management Management of a Nevada limited-liability company is vested in its members in proportion to their interests, unless you change that with an operating agreement. Without articles that vest management in a particular manager, every member has a proportional voice, and in a member-managed company, any member may contract debt on the company's behalf. Unless you have an agreement in place, no other agent can be authorized to help in management or to contract debt, and a co-owner can sign a lease or a line of credit and leave the company holding the obligation. Money A company may make distributions as the articles or the operating agreement provide, but without such an agreement, the distributions are allocated in proportion to the value of contributions in the company's records. That formula can cause some surprises later if the company was built on unpaid labor or on a later cash infusion that never made it into those records. Exiting Except as otherwise provided in the articles or the operating agreement, a member may not resign or withdraw before dissolution and winding up, and if a right to withdraw is later recognized, the departing member is generally entitled to a fair market value paid within a reasonable time. That arrangement is a poor and clunky poor substitute for a buy-sell clause that you and your partners put together at the beginning, when everyone is still on good terms. Liability Unless the articles or a signed agreement provides otherwise, no member or manager is individually liable for the debts or liabilities of an LLC, but that shield can sometimes fail. The best way to make sure it doesn't is with an operating agreement that very clearly lays out all the formalities your company will follow. If you want help in creating a document that will thoroughly match your company and goals, contact the Hutchings Law Group in Las Vegas today. Helping small businesses is our whole practice, and our goal is to protect your interests.

If you're about to sign your first business contract in Las Vegas, NV, pause a moment. Before you put your name on that paper, take a moment to search "contract lawyer near me" and get at least a short review. That review could spare you years of expensive cleanup if something goes wrong. How a "Contract Lawyer Near Me" in Las Vegas, NV Can Help This document decides who pays, who owns the work, how long you are bound, and where you must fight if the other side doesn't fulfill their agreement, and once you sign, your leverage shrinks. It's important to get this right. Specific Nevada Issues Nevada has some contract writing rules that can catch first-time signers off guard. A sale of goods priced at $500 or more, for example, is not enforceable unless there is a signed record showing that a sale was made. An agreement that, by its own terms, cannot be performed within one year is void unless it is in writing and subscribed by the person you would try to hold to it. Your Disadvantage Landlords, software vendors, franchisors, and larger customers send their "standard" contracts first, and that paper always allocates risk away from them. Indemnity language may require you to pay their legal bills if a third party sues, for example, and even for harm they caused. All these clauses sit in sentences you will tend to skim because they're often deliberately written to be obscure. And lest you think this is an exaggeration, World Commerce & Contracting has measured what sloppy contracting costs and found that it drains value equal to nearly 9% of annual revenue, on average. Hiring Can Be Tricky Calling someone an independent contractor in an agreement does not settle the question for the IRS. The IRS looks at control: who directs how the work is done, not only what must be delivered. The Department of Labor applies an economic-reality test under the Fair Labor Standards Act. If you treat a worker as a contractor and the law later treats that person as an employee, you can owe back wages, employment taxes, and penalties. And whomever you employ, you have to make sure it's clear who owns anything they produce and what they're allowed to do with information they discover about your company. The contract needs to protect you and clearly cover scope, payment, ownership of work product, and confidentiality. Templates Are a False Economy Templates are cheaper than hiring a lawyer only if nothing goes wrong. A generic form does not know about Nevada's writing statutes, does not know whether your entity is an LLC, can't tell you that you signed in your personal name instead of the company's (which can destroy the liability shield you formed the company to create), and won't catch a conflict between the statement of work and the master terms. Do not sign first and hope the terms will be kind later. Contact us now at the Hutchings Law Group, serving small businesses in Las Vegas and greater Nevada, so we can read through your contract before the signature line becomes your problem.