Old 322B law: The old LLC 322B law required that one or more individuals acted as Cheif Manager and Treasurer and unless the member control agreement provided otherwise, the Chief Manager is the only person who could act as an agent of the LLC.
New 322C law: The New LLC law allows members and anyone else to act as an agent of the LLC. This would typically be addressed in the operating agreement. The LLC may file statements of authority with the MN Secretary of State with respect to non-members.
Issues to Consider: Consider who you want to have authority to act for the corporation and ensure the operating agreement reflects that. Remember that the operating agreement now includes all documents and agreements including verbal and implied by conduct (See New LLC Governing Agreement). You also may want to consider filing statements of authority similar to partnership statements to put the world on notice who has authority to act for the corporation.
Ronan R. Blaschko, Bankruptcy Attorney primarily serves the Dakota County, Ramsey County, Hennepin County, Washington County and Scott County areas in Minnesota, including cities Saint Paul, West St. Paul, Inver Grove Heights, Eagan, Apple Valley, Burnsville, Cottage Grove, Mendota Heights, Minnetonka, Richfield, Edina, Eden Prairie, Bloomington, Golden Valley, New Hope, Plymouth, Maplewood, Oakdale, Stillwater, Lake Elmo, Roseville, Little Canada, Minneapolis, Woodbury and Afton in in Minnesota.