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Board of Directors in LLC: possible?

 
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abc1111

posts: 88

Oct 06, 2007 12:30 AM ET    Quote  Report Abuse
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I am just starting my company....well it has been now one year, and it hasn`t really been anywhere. I need to have close advisors. I would like to create a board of directors in my LLC.

1 - Is it possible within an LLC structure?

2 - If so, how do I motivate them: equity? If so, what is typical? Do I need to put the equity agreement in the operating agreement?

3 - Any other suggestions on how to create board of Directors/close advisors?

4 - How often is it appropritate to have them meet me?

pepperlegal

posts: 153

Oct 08, 2007 12:38 PM ET    Quote  Report Abuse
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In my opinion, the need to have advisors, and the exact duties you expect of them is secondary to the format.  There is no concept of an actual board of directors in an LLC; this is an element of a corporation.

Determine who your advisors should be, what you`d expect of them, and what you can afford to provide them by way of compensation or equity.  You can create the look and feel of a board of directors in an LLC without actually creating one.  If you need to provide an equity interest to them, and you don`t want to change your business structure to a corporation, you can consider making them members, while you keep the manager role.  In this respect, you continue to make and be responsible for management decisions, while the members are merely part owners.  This may provide them, however, with greater rights than you are comfortable with, so speaking with a business attorney makes sense.


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abc1111

posts: 88

Oct 24, 2007 2:20 AM ET    Quote  Report Abuse
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I cannot afford paying an attorney to set this. Is it difficult set set them as a member? What paperwork do I have to set? Don`t other entrepreneurs do this?
DavidP3

posts: 1

Oct 24, 2007 11:57 AM ET    Quote  Report Abuse
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abc1111,

Just establish them as an `Advisory` Board and pay them however you chose to (i.e., flat fee, $ per meeting, % of profit, etc.).  As Advisory Board members the individuals can give the same level of contribution for the same consideration, but they take on less liability.  They will like that. 

It is much easier for you to add and remove Advisory Board members than members of a corporate board.  Good for you!

Giving your Advisory Board a membership interest would require amending your Operating Agreement.  I would suggest that you avoid doing that until you are absolutly 100% sure that you want these individuals as memebers for the long-term.

abc1111

posts: 88

Oct 24, 2007 7:34 PM ET    Quote  Report Abuse
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I am confused. You are saying it is easy to add/remove them as advisory board members. However, I need to add amendment to my Operating Agreement, which I need to do when I am 100% sure. Is it complicated to add Operating Agreement amandment? Do you think I need a lawyer to do that?

gregmetro

posts: 40

Nov 12, 2008 8:57 PM ET    Quote  Report Abuse
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1 - Is it possible within an LLC structure?
yes it is. Look into changing your LLC to a manager managed LLC.
 
2 - If so, how do I motivate them: equity? If so, what is typical? Do I need to put the equity agreement in the operating agreement?
thats completely up to you. you can stipulate ownership rights/bonuses ect in your operating agreement.
 
3 - Any other suggestions on how to create board of Directors/close advisor`s?
in a manager managed LLC they would be considered "members" you would be the managing partner.
 
4 - How often is it appropriate to have them meet me?
 
I would want to meet my advisor`s quarterly to keep them informed on the growth and help me chart a plan of action.
talk to a local attorney who can have this operating agreement drafted for you. This is a little complicated and you want to make sure it protects you as well as the company.
 
best of luck!

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