Section 404(d) of the Uniform Limited Liability Company Act provides:
Action requiring the consent of members or managers under this Act may be taken without a meeting.
Michigan Unanimous Consent to Action By the Members of a Limited Liability Company, in Lieu of a Meeting, Ratifying Past Actions of Managing Member and/or Members
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FAQ
An LLC operating agreement does not need to be notarized.
Contents Name your Michigan LLC. Choose your resident agent. Prepare and file articles of organization. Receive a certificate from the state. Create an operating agreement. Get an Employer Identification Number. Comply with employer obligations. Obtain business licenses.
Common pitfalls of a poorly drafted Operating Agreement include failing to: (i) specify what authority managers or members have; (ii) carve out key decisions that require a higher approval threshold (e.g., dissolution, sale of all or substantially all of the assets of the LLC, etc.); (iii) address how deadlocks in the ...
Prepare and file with Michigan Michigan does not require you to submit an Operating Agreement to form your LLC. However, it is important for every LLC to have an Operating Agreement, establishing the rules and structure of the business. The Operating Agreement is a private agreement and is not filed with the state.
AN ACT to provide for the organization and regulation of limited liability companies; to prescribe their duties, rights, powers, immunities, and liabilities; to prescribe the powers and duties of certain state departments and agencies; and to provide for penalties and remedies.
Sec. 404. (1) A manager shall discharge the duties of manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the manager reasonably believes to be in the best interests of the limited liability company.
Michigan requires LLCs to include both a resident agent and a registered office in their articles of organization. The agent accepts legal documents, demands or notices on behalf of the LLC and must have a physical address within Michigan to do so.
The rights, privileges, powers, and interests in property of the domestic limited liability company, as well as the debts, liabilities, and duties of the domestic limited liability company, shall not be considered, as a consequence of the conversion, to have been transferred to the surviving business organization to ...