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  1. #1
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    What is the the legal title of someone who owns an LLC?

    Hey,

    What titles can you give someone who is the sole owner and member of an LLC?

    Thanks.

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    Chive On FFCus's Avatar
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    I've seen "Member" and "Principal" quite a bit in my local business section that tracks new business starts. I think "Owner" is common as well.

    The LLC documents from your state may provide some help as well.

    I wanted to put "Grand Poobah" on mine, but I'm pretty sure they would have thrown it away when they got it.
    Last edited by FFCus; Apr 11, 2006 at 20:42.

  3. #3
    Follow Me On Twitter: @djg gold trophysilver trophybronze trophy Dan Grossman's Avatar
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    Replying to subscribe myself to this thread, I never found a good answer to this online either. I suppose "sole member" is the official title until you declare something else.

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    SitePoint Addict Philky's Avatar
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    You can call yourself a CEO. You can call yourself President. You can call yourself Head Boss. Doesn't matter, there are no legal requirements for naming yourself and there is nothing legal stopping you from naming yourself CEO.

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    Life is short. Be happy today! silver trophybronze trophy Sagewing's Avatar
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    Quote Originally Posted by Philky
    You can call yourself a CEO. You can call yourself President. You can call yourself Head Boss. Doesn't matter, there are no legal requirements for naming yourself and there is nothing legal stopping you from naming yourself CEO.
    Philky, do you have any source for that information? It contradicts what is found in the Nolo Guide to Operating an LLC, and most conventions about signatory rules for business entities. I am always amazed that people are so quick to give legal advice without any citations of sources or context.

    I am not a lawyer and I don't own LLC's anymore (I use S-Corp, which works better in my situation ). Regardless, my understanding of this issue is as follows:

    A CEO is a specific role in a corporation - that term means something and throwing it around could be considered fraudulent. A President is also a directorial role, usually in a corporation. "Head Boss" doesn't mean anything unless it's decalred in the corporate filing.

    In almost every state, the following applied:

    In an LLC, the owners are called “members”. There is usually language/law that will allow the term 'owner' to mean the same thing. An LLC can be managed either by its members, or by a “managing member” or “manager”. This is usually determined by the initial filing, and can easily be found in the documents that were submitted to the state upon creation of the entity. In many states, a single owner of a LLC can be either a member or a managing-member by default. In others, this has to be declared.

    So, it's a reasonable conclusion that in most LLC's it's safe for a single-owner to use the title 'Member' or 'Owner' . The easy way to find out is to check your paperwork. If in doubt, ask your Secretary of State (or similar) for details or consult [gasp] an attorney.
    The fewer our wants, the nearer we resemble the gods. — Socrates

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  6. #6
    SitePoint Addict Philky's Avatar
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    Maybe it is different in other states, but I checked my state's statutes. There is nothing saying what you have to call yourself. It also says you can create different classes of members or managers for operating purposes. It doesn't say what you have to call them. http://www.leg.state.nv.us/NRS/NRS-086.html

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    IANAL, but since I own a single-member LLC I just call myself "Owner." It's in the paperwork as both so I think it's appropriate. Owner, Member, Managing Partner... they all work.

    CEO and President, as Sagewing mentioned, are specific corporate titles that mean something about your role in the company. If you're a one-member LLC, using those titles is a little silly and anyone who knows business will see right through it. It, in my opinion, makes you look almost amateurish.

    Anyway, let us know if you find any documentation... and let us know what you decide to call yourself!

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    SitePoint Addict Philky's Avatar
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    In my state CEO isn't a title mentioned in the statues. Only president, secretary, and treasurer. Those are general terms for different things. If you want the legal title of someone who owns a LLC, then it is member. But if you want to call yourself something, then it doesn't really matter. Otherwise, they would need to specify the title for every possible position in a company.

  9. #9
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    Hey Philky,

    You may be my neighbor. I'm in the same place as you. Anyway, I know about the, "member" title, and on paper, I think this is what you are considered, however, if you issue a press release I don't think a quote that looks like, "Blah Blah Blah," said John Q, member...would look very good. There has to be a more professional title than member. Samsung is a huge company, and I think they're still a Limited Liability Company. Do you think the top guy in that company calls himself a member?

    What about, Founder? Or Founder and President. If you are the sole member of an LLC, you should be able to call yourself something other than, member.

  10. #10
    Life is short. Be happy today! silver trophybronze trophy Sagewing's Avatar
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    Philky, I think you are incorrect and should consult an attorney if you are going to use titles without consideration for their meaning. Using titles on cards, etc. is one thing, but if you are signing documents without knowing what you are doing you're epxosing yourself to some liability. Be careful.
    The fewer our wants, the nearer we resemble the gods. — Socrates

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    SitePoint Addict Philky's Avatar
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    Okay, if you own part of an LLC you are a member. If you own part of a corporation you are a shareholder. If you are a member in a LLC and appoint managers instead, then they are managers. To distingush between the managers you could call them CEO, CFO, etc. The president title is not restricted to corporations, it just required for corporations. The people who run LLCs aren't required to have a certain title, they are just called members and managers for the purposes to see who the owners are or who the owners appoint. Look, I'm just saying, just because you are a member it doesn't mean you can't be something else. If you specify CEO in your operating agreement, then calling yourself CEO wouldn't be a big deal. Just look at what all of these LLCs are doing. http://finance.google.com/finance?st...estype=company

    However, like everyone else here I'm not a lawyer. I just like to read stuff sometimes. Consult a lawyer if you are really concerned about your title. You never know, I could be completely wrong.
    Last edited by Philky; Apr 11, 2006 at 22:54.

  12. #12
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    Hey,

    Philky might be right.

    http://finance.google.com/finance?cid=698518

    I will consult a lawyer...but interesting replies, thanks for everyone's contributions. I will let you all know what I find out.

    In the meantime...you can all refer to me as simply, The Chairman.

  13. #13
    SitePoint Wizard dreamscape's Avatar
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    The term "member" as it applies to an LLC is synonymous to the term "shareholder" as it applies to a corporation. But both corporations and LLC's are also allowed to have "employees" and "officers." If your LLC articles state that you are manager managed, then you will also have one or more "managers". Or in the case of a single member, they might state that the single member has the sole right to manage, which effectively makes them a "manager" as well.

    So, right off the bat in a single member manager managed LLC, you are both a "member", a "manager", and the "owner" since you hold all the membership.

    Like I said, LLC's can also have "officers" and those officers can also be "members". Though it would be silly to appoint yourself as one or more officers and use that title in your every day activity, they're usually just used for legal and/or tax purposes. You usually (or should) document appointing officers with an appointment resolution, which is just a basic document that lists the title, person's name, and compensation [if any] for serving the officer's position.

    For example, I am a member in a few LLCs. In one, I am also an officer, the CTO, but I don't use that title in my day to day activities [even though it is a fairly accurate description]. It is only for legal papers and taxes that it is used.

    For anyone with Nolo's LLC Operating Manual, I'll refer you to chapter/page 12/8:
    State LLC laws usually allow an LLC to appoint whatever officers it decides are necessary or convenient to carry out its business. Typically, an LLC has a president, a treasurer, and a secretary, plus any additional officer positions it decides to fill. In a small one- or two-owner LLC, one person might hold more than one officer position. State law typically allows this. In many instances, officer titles such as president and secretary are formal, administrative titles only. They are used by the officer only when signing legal or approving LLC legal or tax papers. In other words, even though a person may be granted the title of LLC president or treasurer, he or she is typically paid a salary in connection with other full-time work for the LLC.
    So again for example, I also have my own single member manager managed LLC. I am also appointed to fill the officer positions of president and treasurer. But I don't use these titles. They're just formal, and I only use them or identity myself as that officer when it is necessary to in paperwork. When necessary to identify my title in day to day activity, I use "owner".

    People in small businesses usually wear many hats, and small LLCs are no different here

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  15. #15
    Life is short. Be happy today! silver trophybronze trophy Sagewing's Avatar
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    What you arent getting is that those titles are made relevant and meaningful by the filings/minutes of the LLC.
    The fewer our wants, the nearer we resemble the gods. — Socrates

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    Non-Member demosfen's Avatar
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    I am with Philky on this one. It would be a major shock for me if somebody found a law that requires that your title should be such and such. The government doesn't and shouldn't have this sort of authority. NOLO guidelines? So what? Guidelines are not the law and NOLO is not a government agency.
    That said, if you decide to be 'Grand Poobah', expect that your clients will go elsewhere.

  17. #17
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    When you form an LLC, you have to do something every year called, "Filling your list of officers." Do the math.

  18. #18
    Life is short. Be happy today! silver trophybronze trophy Sagewing's Avatar
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    Quote Originally Posted by demosfen
    I am with Philky on this one. It would be a major shock for me if somebody found a law that requires that your title should be such and such. The government doesn't and shouldn't have this sort of authority. NOLO guidelines? So what? Guidelines are not the law and NOLO is not a government agency.
    That said, if you decide to be 'Grand Poobah', expect that your clients will go elsewhere.
    Why would that be a shock? Such laws exist for corporations in every state and in California I know that there are rules about declaring and using titles besides owner/member.

    The government certainly SHOULD have the authority to determine corporate rules - that's one of the major functions of government. If you want to try and run a business without governance, move somewhere else.


    Nolo Press creates books written by lawyers, so their content is certainly more relevant than your rant. The title of the book used the word guidelines. Nolo press is a respected source of reliable information written by qualified professionals.
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  19. #19
    Life is short. Be happy today! silver trophybronze trophy Sagewing's Avatar
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    Quote Originally Posted by Gitman
    When you form an LLC, you have to do something every year called, "Filling your list of officers." Do the math.
    What math is that?
    The fewer our wants, the nearer we resemble the gods. — Socrates

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  20. #20
    Non-Member demosfen's Avatar
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    Quote Originally Posted by Sagewing
    Why would that be a shock? Such laws exist for corporations in every state and in California I know that there are rules about declaring and using titles besides owner/member.
    Since you didn't provide any details, I picked a random state (Texas) trying to verify your claim and searched for it in the State law, but it's not there (see chapter 36) -

    http://www.capitol.state.tx.us/statutes/bc.toc.htm

  21. #21
    Life is short. Be happy today! silver trophybronze trophy Sagewing's Avatar
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    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.
    The fewer our wants, the nearer we resemble the gods. — Socrates

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    SitePoint Zealot anam's Avatar
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    Quote Originally Posted by Gitman
    When you form an LLC, you have to do something every year called, "Filling your list of officers." Do the math.
    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
    I tried to contain myself, but I escaped.

  23. #23
    Life is short. Be happy today! silver trophybronze trophy Sagewing's Avatar
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    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?
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  24. #24
    SitePoint Zealot anam's Avatar
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    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
    I tried to contain myself, but I escaped.

  25. #25
    Life is short. Be happy today! silver trophybronze trophy Sagewing's Avatar
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    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.
    The fewer our wants, the nearer we resemble the gods. — Socrates

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