More on Trusting Your Estate Plan or Business Plan to A Nonlawyer
Well, there are more coming in. The same day I posted my most recent blog post on Trusting Your Estate or Business Planning to A Nonlawyer, a client came in with an LLC (Limited Liability Company) formed by his or her banker here in Colorado. I hadn't realized bankers were now getting into the act. The banker, as is the case with many nonlawyers, had registered the company with the state and gotten it a tax ID number -- the easy stuff done over the Internet. But the banker had mistakenly formed the entity as an LLP (limited liability partnership) rather than an LLC. This was supposed to be a single member LLC, and you can't be partners with yourself, so this was a serious error.
That problem was partially rectified with the state, but never corrected with the city and other agencies where the company had applied for various licenses. And, the banker never went further. The client either didn't know that there was more to be done or didn't act on that knowledge. The LLC had no operating agreement or any other evidence of who owned what, no provisions for delegation of authority and no provisions to prevent further capital calls from the members (or were they supposed to be partners?) in the event the company couldn't pay its debts.
What a mess! This is what both Philly Law Blog and I consider an example of that old adage they once put in a brake service commercial: "Pay Me Now or Pay Me More Later." I'll make more money cleaning this one up than I ever would have charged to do it right in the first place.
That problem was partially rectified with the state, but never corrected with the city and other agencies where the company had applied for various licenses. And, the banker never went further. The client either didn't know that there was more to be done or didn't act on that knowledge. The LLC had no operating agreement or any other evidence of who owned what, no provisions for delegation of authority and no provisions to prevent further capital calls from the members (or were they supposed to be partners?) in the event the company couldn't pay its debts.
What a mess! This is what both Philly Law Blog and I consider an example of that old adage they once put in a brake service commercial: "Pay Me Now or Pay Me More Later." I'll make more money cleaning this one up than I ever would have charged to do it right in the first place.



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