Question: Can an California limited liability company have a President, Vice President, Chief Executive Officer or personnel with other titles?
Answer: Yes. California Revised Uniform Limited Liability Company Act Section 17704-07(v) provides that California LLCs can have officers such as a President, Vice President, Secretary, Treasurer, CEO or CFO if officers are authorized in the LLC’s Operating Agreement. If there is no Operating Agreement or the Operating Agreement is silent as to officers and the LLC is manager managed, the managers can appoint officers.
California Revised Uniform Limited Liability Company Act Section 17704-07(w) states that a contract signed by a California LLC’s President, Vice President, Secretary, Treasurer, chair person of the Board or Chief Financial Officer is not invalid unless the act is prohibited in the LLC’s Articles of Organization or the other party to the contract knows the LLC’s officer does not have the authority to sign the contract.
If your LLC will have people serve as President or CEO the LLC’s Operating Agreement should contain provisions that create the positions, give names to the positions and describe the duties associated with the position. FYI: Our custom Operating Agreement gives you the option to add one or more positions such as President and have appropriate language inserted into the Operating Agreement.
Caution: If you or your company will enter into a contract with a California LLC you should always ask the LLC to give you a copy of resolutions signed by all the members of the LLC (or the minimum number of members necessary to approve the contract) that authorizes the LLC to enter into the contract. The resolutions should always specify the name and title of the person who will sign the contract for the LLC. If the members of World Wide Widgets, LLC, give a copy of such a resolution to you then you will know that Homer Simpson, as President of the LLC, as the power to sign the contract on behalf of the LLC.
See “President of Corporation Personally Liable for Signing Contract.”
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