Operating Agreements, Bylaws & Resolutions
Bylaws and resolutions are the initial decisions of your corporation’s board of directors and basic "operating rules" of your corporation. An operating agreement is a key document used by LLCs because it outlines the business' financial and functional decisions including rules, regulations and provisions. The purpose of the document is to govern the internal operations of the business in a way that suits the specific needs of the business owners. As part of our U.S company formation services we will provide initial drafts of these on your behalf.
Agreements
An operating agreement can be simple or complex, depending on what the members want. It acts as a framework for the business and can set forth initial member contributions and other core operations.
Bylaws
Corporate bylaws are similar to an operating agreement as they determine how the corporation's board of directors will govern the business, bylaws may be simple and straightforward or very complex.
Resolutions
A banking resolution is drafted and adopted by a company’s members or Board of Directors to define the relationship, responsibilities and privileges with respect to the company’s banking needs.
Everything You Need to Know
When someone starts a company, he or she may wonder which governing documents are required. Upon formation, there are two sets of important documents for LLC and corporations.
The first is the charter document. For an LLC, this is the certificate of formation, also called the Articles of Organization or certificate of organization. For a corporation, it's the articles of incorporation.
The second concerns the internal operating procedures of the company. For corporations, these are bylaws, and for LLCs, this is an operating agreement.
Corporate bylaws give a clear structure to a business, helping it run smoothly. Fundamental rules outline operating procedures for everyone from employees and executives to the shareholders.
Many states don't require an LLC to file an operating agreement with a state agency, but it still has to conform to state laws. It's recommended that owners — or members — create an operating agreement because it helps prevent management misunderstandings and adds to the company's limited liability protection.
LLC Operating Agreement - We Will Provide One
All members of an LLC enter into a contract when they create an operating agreement, which governs the company's internal affairs. Members usually have a great deal of flexibility in how they manage the LLC.
An operating agreement can be simple or complex, depending on what the members want. It acts as a framework for the business and can set forth initial member contributions and other core operations.
A typical operating agreement may contain the following information:
- Each member's ownership percentage
- Members' obligations and rights
- Voting power
- Distribution of profits
- Allocation of losses
- Management details
- Management responsibilities
- Members' financial obligations
If members need a more complex document, it can also include the following:
- Details on managing members' capital accounts
- Who prepares business tax returns
- How to prepare tax returns
- How to handle member interest sales
Even a single-member LLC can have an operating agreement. This ensures the company is treated as an LLC and not a sole proprietorship in the eyes of the law.
Corporate Bylaws - We Will Provide These
Corporate bylaws are similar to an operating agreement as they determine how the corporation's board of directors will govern the business. Depending on how many shareholders the corporation anticipates having and the complexity of the business, bylaws may be simple and straightforward or very complex.
The original board of directors executes the bylaws for the corporation. The documents can be modified or amended if enough directors or shareholders vote to make the changes.
A key distinction between an operating agreement and corporate bylaws is that individual members of the board of directors aren't named parties in the bylaws.
Bylaws are internal documents, but each state may have required items that must go into them. In addition, some states make it a requirement for a corporation to expressly modify specific default rules, such as the scope of director and officer indemnification.
In most cases, an authorized officer or director signs the bylaws. Corporations should keep the bylaws in the corporate minute book alongside minutes and resolutions from directors' and shareholders' meetings.
Banking Resolution - We Will Provide One
The banking resolution document is drafted and adopted by a company’s members or Board of Directors to define the relationship, responsibilities and privileges that the members or directors maintain with respect to the company’s banking needs.
To authenticate it as a stand-alone document, the banking resolution is signed by the corporate secretary and stamped with the corporation's corporate seal.
This corporate resolution form will often specify who may sign checks, borrow money or make banking decisions. It also typically states the date and location of the meeting in which the banking resolution was adopted.
The members, or the Board, and the corporate secretary sign off on any changes made to the finalized corporate resolution form going forward.
This document is typically not required to be filed with your Registered Agent or your state of formation. It is provided to the bank and then held internally within the company.
- What Services Do We Provide Our Clients? -
Identity Notarization - US Business Address - Filing Documents with the State - Obtaining an EIN Tax ID - Bylaws and Resolutions - Registered Agent Services -Â Mail Handling - Business Bank Account - Shipping of All Final Documents -
Identity Notarization
In some cases where required, we will use an online notarization service to validate your identity as the company founder or representative in order to secure a US business address. To complete this process we use a online notarization platform provided by our partner, Notarize, an online notary public.
US Business Address
To open a company in the United States, you are required to have a US business address in the state of incorporation. Once step 1 has been completed, we will obtain a registered business address for you in the state of your company formation. This address serves as a business address and registered mail forwarding address.
Filing Documents with State
For step 3 in your company formation, the filling of incorporation documents with the state or federal government is required. As part of our U.S company formation services we will file these documents on your behalf. This is part of our incorporation service.
Obtaining an EIN Tax ID
An EIN Tax ID is required by the IRS and U.S Banks to track your business associated income and operate your business legally. As part of our U.S business formation services we will obtain an EIN on your behalf. This is part of our incorporation service.
Registered Agent Services
If you’re forming a corporation or a limited liability company, you’ll need to select a registered agent for your business and provide the agent’s name and address on the formation documents you file with the state. We can provide this service on your behalf. We offer registered agent services in 50 states.
Bylaws and Resolutions
Bylaws and resolutions are the initial decisions of your corporation’s board of directors and basic "operating rules" of your corporation. As part of our U.S company formation services we will provide initial drafts of these on your behalf. This is part of our incorporation service.
U.S Business Bank Account
Foreigners (non-U.S. residents) can open a U.S. business bank account for their company. You don’t have to be an American or a U.S. resident to open a business bank account in the U.S. There are 2 main options for foreigners who need to open an account, in person or via an international branch.
International Docs Delivery
As part of our service for international clients, where you select the option for a corporate kit, we will deliver your business incorporation documents, EIN tax ID forms and any additional selected supplements to you anywhere in the world as part of our service offering.
Download our U.S. Company Formation Brochure -
Access our 25 page brochure on setting up a company in the United States as a non-resident - A step by step overview of our legaltech company formation platform and services