What is the the legal title of someone who owns an LLC?

That is the UCC, which is only one component of the very extensive laws revolving around corporate entities. The relevant laws wouldn’t be found in the UCC, anways. I’m not an attorney and [clearly] neither are you, so if you really want to get to the bottom of it, consult a lawyer instead of glancing through legal documentation that you don’t understand.

I have had an LLC since 2000. I am titled “President”, am the sole employee, and I have never filed such a thing, nor even heard of it. Not saying I may not be remiss, but if there’s a consequence for not filing this thing, I haven’t had it yet :wink:

Each state has different filing rules, etc. But, when you sign a document or contract on behalf of the LLC, are you certain that the title ‘President’ is valid for signatory purposes?

It’s been ages since I’ve read my state’s guidelines but I wouldn’t have used the title if I’d seen anything that told me I wasn’t supposed to. What I remember when setting up was that you should use your title whenever you sign contracts and things to delineate acting under the company as opposed to acting as an individual (hope I am making sense, it’s quite late here and I am half asleep ;)).

I was given the wording for my Articles of Organization by my accountant. Those Articles state my title as President and were accepted and registered by the State of Maryland without reservation. I have never seen anything to ever indicate that using that title was violating anything. It is my official title as officer of my company.

If I am wrong, I hope someone tells me quick :lol:

If the articles state that your title is President, that is probably enough. It is in California, I’m certain, because I used to have an LLC there and we created a few titles.

I thought making it official was assumed? I wasn’t talking about just waking up one morning and calling yourself president. They do make the operating agreement and the articles of organization for a reason. We could have avoided all of this if everyone understood that in the first place.

That isn’t really consistent with your posts, but ok.

The reason I would be surprised to see such law is because for a crime to occur we need 1). a victim and 2). criminal intent. In this case there is neither, and I don’t see anyone jailed/fined for that. For the above reason, and since it’s not possible to prove the negative, I’ll stick with my opinion until proven otherwise. Why wouldn’t it be found in UCC?

This discussion isn’t about crime, it’s about protecting yourself from personal liability, the whole point of creating an LLC. Imagine someone you signed a contract with wants to sue you over some breach of that contract, and they win. You signed as “Joe, CEO of Yourname LLC” and they show that this LLC has no named CEO and in your state you had to have named positions officially. Now the lawsuit is against Joe, not Yourname LLC, and your personal assets are at stake instead of the company’s.

Excellent point Dan.

The owner of an LLC is commonly referred to as the HNIC.

Good point Dan. People who operate their business they way they want to instead of trying to do it correctly are missing the whole point. I think people are just facinated with their titles, and like to argue. I hope that if I ever wind up in a legal dispute, it’s with that type of business-owner! :smiley:

Dammit! :rofl:

I am assuming you are referring to me? I am only concerned about being right, whether it involves arguing or not. While you were busy reiterating your opinion and putting labels on those who disagree with you, I actually spent some time trying to find the statute that you claim exists. I agree that someone here likes to argue, otherwise he’d just produce the statute and be done with it.

What statute is that? Do you expect there to be language that says ‘you can use any title you want’. Just because something isn’t specifically dis-allowed doesn’t make it valid. The laws provide a set of codes that apply in specific ways. If you operate outside of those codes, you may not be bound/protected by them.

If you look at the LLC code for most states, you’ll see that it make frequent reference to the titles ‘owner’ and ‘manager’ - supplying all kinds of structure, rules, etc. for actions taken by members and managers. If you are saying that those laws also extend to anyone operating under any title without any restriction I would be interested to see where that is detailed. There are certainly ways that an LLC can create roles and titles, but that doesnt change the fact that the actual code that governs the LLC uses the titles member and owner in the language of the law.

The titles of member and manager are just like the titles of shareholder and director. I’m looking at the definitions of member and manager in the Nevada Revised Statutes and they are just titles to tell you who is what when a company is formed. A person could be a member or a manager and still be a CEO.

http://www.leg.state.nv.us/NRS/NRS-086.html

But if you sign a contract as ‘CEO’, is it valid? If you use the term CEO, could it be considered fraudulent if you aren’t an actual CEO (instead of just using the term)? If you are acting as ‘CEO’, are you also acting as owner?

If the title CEO is authorized in the operating agreement and its powers are also there. I don’t see a problem. Even if there was a problem, I’m sure a CEO would probably be a member or a manager anyway.

You guys might find this helpful: http://www.laweasy.com/viewq_a.pl?linkid=324163831

From what I have read at Nolo and elsewhere I would guess that you can call yourself President, or CEO or whatever but you have to define it as such in an LLC operating agreement that you file with your state. CEO and President are not terms you can just use… most state’s require the boards of corporations (S and C) to name a President (CEO) and the term is a legal designation for that person.

I can just call myself CEO of Josh Company, because Josh Company isn’t incorporated in anyway… (just like I can’t use Josh Company, Inc. unless it was incorporated–and then I’d be required to use some designation to show that it was!).

This argument has gotten rather petty… but it seems to me that Philky, once he changed his point, is probably correct–as long as you follow certain procedures with your state and file the correct paperwork, you can use whatever title you want (well, within reason, I doubt you can call yourself Chief Justice or Doctor, etc. ;)). But his first post, stating that there are no legal requirements about using corporate titles, is incorrect.

Indeed, his argument became more valid once he modified it. There is a big difference between making a sweeping statement and a better qualified statement. There are also some interesting laws that connect the role in which you are acting when you sign a document, and the title you use to sign it. I learned this when I was starting out with international development contracts - it can get very complex.

While the argument may have become petty in some ways, it reveals the underlying problem of people making up their rules as they go along, or playing attorney.

Thousands of business owners lose their corporate protection every year, suffering miserable tax consequences and other expenses. It’s not very hard for a court, the IRS, or a good attorney to find your LLC invalid if you don’t run a tight ship - it happens all the time.

Note that the link Josh provided suggests that the reader consult with an attorney. That’s the exact opposite of some of the remarks in this thread, which simply throw a ‘fact’ out there without any qualification. Even Josh’s post uses the word ‘guess’ in his remarks. These small things are the difference between being responsible with your advice, and playing attorney.