What is my attorney telling me? LLC Confusion

Question

I hired an attorney to file a 50/50 partnership LLC for my new rental property.

I clearly asked for the LLC to be a 50/50 partnership and provided all the necessary information.

I received the initial filing documents today and what do you know. It has myself on the paperwork as a SOLE MEMBER!! My partner is not listed ANYWHERE.

When I asked him about it he replied that these are just the 'initial filing documents' and that the partnership will be specified on the Operating Agreement.

I'm very confused... is this correct? I don't want any errors or issues that may come back to haunt me later.

Samuel R. Harden · Answer

@Leah Fisch any state LLC filing I've handled simply allow the listing of one member/responsible party, and do not allow for the listing of all parties and their interests. Your attorney is correct that this is handled in the Operating Agreement and not the initial filing. I have never filed in NY, but I just looked at their form and I don't see any reason for you to be concerned.

Bryan O. · Answer

@Leah Fisch what are "initial filing documents"? If it the Articles of Organization, each state is different. I don't know if you have to declare SMLLC or MMLLC at the time of filing.  If he applied for an EIN, there is a difference between single and mulit-member.

I agree with what @Steve Vaughan said. Attorneys are just regular people with more student loans than most ;)  They are specialized in their fields, and some better than others. Make sure you are using one that does entity formation as their main focus.

Leah Fisch · Answer

@Steve Vaughan I agree that's why I was concerned.

@Samuel R. Harden thanks so much! This makes me feel so much better. I will of course dive into researching this some more but your comment makes me feel so much better. I just wish he EXPLAINED it to me when I brought it up.

Steve Vaughan · Answer

The difference between a single and multi-member LLC is basic and and important and needs to be established in the beginning.  Glad you're not just buying a little house by yourself in an LLC, at least @Leah Fisch.

Looks like attorneys are like PMs, contractors and every other 'professional'.  Don't  just need one, but a COMPETENT one that specializes in what you are looking for.

If the establishment docs are wrong, can't wait for the Op Agreement lol.  A strong Op Agreement will cover the Ds - death, divorce, disinterest, drug use, default, etc. and how capital shortfalls and draws are to be addressed.  Good luck with all this!

What is my attorney telling me? LLC Confusion

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