Officers of a Delaware general corporation, close corporation or public benefit corporation have an essential role in the operations and management of their company. Their roles and responsibilities are typically spelled out in their bylaws but not listed on the Certificate of Incorporation filed with the state.
Limited liability companies (LLCs) are increasingly popular in today’s business environment due to their liability protection, tax advantages, and management flexibility.
President
One of the most critical roles for an LLC is President. Not only does he/she supervise daily operations, but they provide their company with a vision for the future.
The duties and responsibilities of a president should be clearly laid out in the company’s operating agreement. Doing this will guarantee everyone understands their responsibilities, as well as how to work together efficiently.
The President of a Delaware LLC has the authority to act on behalf of their company and sign official documents. Furthermore, they can call special meetings of the LLC’s management team.
Secretary
The Secretary of an LLC serves as the legal custodian of documents such as minutes of meetings, resolutions and contracts. Furthermore, they manage the company’s books and records.
Delaware LLCs can be managed directly by its Members or by a third-party Manager whom the Members designate. This flexibility gives management teams the discretion and freedom to run the business without fear of legal repercussions for wrongdoing.
This also shields you against investor lawsuits that could endanger personal wealth or your business reputation. Furthermore, Members and Managers have the option to waive their fiduciary duties to the corporation, making it simpler for them to take action without fear of repercussions.
Prior to filing the Certificate of Formation, it is essential that you select an LLC name that stands out from other businesses already registered in the state. You can check for availability using Delaware Secretary of State’s entity name search tool. Having a unique and memorable company name will attract customers, investors, and employees alike.
Treasurer
Delaware LLCs may elect to adopt various officer titles. While these positions vary from business to business, the most popular are President and CEO.
An Executive Officer in a corporation is typically responsible for making final decisions on crucial matters such as stock certificates and contracts. Furthermore, they play an integral role in setting overall objectives for the business and ensuring they are achieved.
A Secretary of a corporation is accountable for maintaining accurate records of the proceedings of internal shareholder and Board meetings. They also transcribe meeting minutes for these gatherings as well as other crucial corporate business affairs.
The Treasurer of a Delaware LLC is accountable for overseeing the company’s financials, including accounting and finance records. They may be hired due to their specialized knowledge or appointed by the Board of Directors.
Managers
Limited liability companies (LLCs) are a popular structure for companies who need the advantages of limited liability (like a corporation) with the flexibility of partnerships or sole proprietorships. An LLC is taxed at the member level like a partnership, and its members are treated as owners just like shareholders or partners in a corporation.
Delaware LLCs tend to offer more latitude when it comes to setting ownership shares, responsibilities and other terms than corporations do. Unlike corporations which must adhere strictly to statutory documents, an LLC operates under a private contract known as an Operating Agreement that sets forth its rules.
When creating an operating agreement for an LLC, one of the key questions is whether or not there will be a “board” and its management structure. Is it intended that this group act as a collegial body with none of its members having agency authority on behalf of the venture, or will each member hold official authority within the LLC?
