I. LIMITED LIABILITY COMPANY TRANSACTIONS WITH A BANK
In opening a deposit account, it is important to determine who is authorized to act on behalf of the Limited Liability Company (LLC). The members or manager of the LLC will determine the person(s) authorized to handle transactions on behalf of the LLC. Evidence regarding the individuals authorized to handle bank account transactions on behalf of the LLC should be provided in writing to the bank in the form of an LLC resolution. Any person(s) named in the LLC resolution should be listed on bank records as authorized signer(s) and the bank should retain a copy of the resolution. A copy of a sample LLC resolution follows this article.
Similar to other types of business entities, the LLC will be required to apply for and receive a special employer identification number to be used by the LLC. The account must be opened in the name of the LLC (e.g., Big Red Limited Liability Company or Big Red LLC) Please note that the words “Limited Liability Company” or the abbreviation “LLC” must be the last words of the name of every LLC in Nebraska. In addition, identification of the LLC must appear after the name of the LLC on all checks and documents executed by the LLC.
If the bank’s signature cards do not presently designate an LLC option in opening an LLC deposit account, you should indicate the nature of the account by marking the “other” box (where appropriate) and filling in the term “LLC.”
A. Is Foreign Corporation/Limited Liability Company authorized to maintain bank account in Nebraska?
Pursuant to the Nebraska Model Business Corporation Act (Neb.Rev.Stat. Section 21-2,203) and the Nebraska Uniform Limited Liability Company Act (Neb.Rev.Stat. Section 21-157), a foreign corporation and a foreign limited liability company are able to maintain bank accounts in Nebraska without first having obtained a certificate of authority from the Nebraska Secretary of State.
LIMITED LIABILITY COMPANY RESOLUTION
To:
(Bank)
(Address)
(City, State and Zip)
The undersigned, all of the members of ___________________________________ (the “Company”), hereby agree as follows:
DEPOSITS
______________________________________(HEREIN CALLED THE “Bank”), be and is hereby designated as a depository of the Company with authority to accept or receive at any time for the credit of the Company deposits made of funds and other property in whatsoever form or manner transferred or endorsed; and that any member of the Company, or the Company’s designated manager be and is hereby authorized to open or cause to be opened one or more accounts with the Bank for an on behalf of and in the name of the Company on such terms, conditions and agreements as the Bank may now or hereafter require and to make any other agreements deemed advisable in regard to any of the foregoing.
Any of the following persons:
1. ______________________Only One Signature Required for Each Transaction
2. ______________________Two Signatures Required for Each Transaction
3. ______________________(Other)
(insert names of persons authorized to sign and whether one or more signatures are required for each transaction)
be and hereby are authorized to draw checks, drafts or other orders for the payment of money on said account(s), and to execute a wire transfer payment on said account(s), or to give telephonic or wire advice for transfer of funds from savings accounts to demand deposit accounts or demand deposit accounts to savings accounts and that the Bank is authorized to honor the same including checks and drafts payable to the Company or to bearer or to the order of the person signing the same. It is hereby understood that the Bank shall not make any transfers on uncollected funds, unless in the Bank’s sole discretion it agrees to do so. It is further understood that the Bank may accept the representations of any person giving telephonic or wire instructions for transfer of funds, and that such representations are binding and deemed conclusive upon the Company. It is further understood that no responsibility shall attach to the Bank in this matter beyond crediting the account designated and sending notice as requested, and that the Bank shall not be responsible for errors, omissions or delays in the transmission or delivery of such notice.
LOANS
1. _________________________Only One Signature Required for Each Transaction
2. _________________________Two Signatures Required for Each Transaction
3. _________________________(Other)
be and are hereby authorized for and on behalf of and in the name of the Company: (i) to borrow money and obtain other credit or financial accommodation from the Bank; (ii) to sign, execute and deliver promissory notes, acceptances or other evidences of indebtedness therefore, or in renewal thereof, in such amounts and for such time, at such rates of interest and upon such terms as such person(s) may see fit; (iii) to discount, sell, assign, transfer, mortgage, or pledge to the Bank the real property, goods, instruments, documents of title, securities, chattel paper, intangibles or any other property now or hereafter owned by the Company, either absolutely for such consideration as such person(s) may deem to be appropriate or as security for the payment or performance of any debts, liabilities or obligations to the Bank; (iv) to unconditionally guarantee payment of any or all rights to payment transferred or assigned to the Bank or of any other indebtedness owed to the Bank by the Company; and (v) to do such other acts and things, to make such other agreements and to execute and deliver such other contracts or writings, as such person(s) may deem to be appropriate in connection with any of the foregoing.
MISCELLANEOUS
The Company hereby authorizes the Bank to assess to the Company’s demand deposit accounts a charge in accordance with the Bank’s fee schedule in effect from time to time on any of the demand deposit accounts in which there exists or occurs a negative net balance for any portion of the month, said charge to the demand deposit account to be made at the end of each month.
The person(s) so authorized to sign or the person(s) so authorized to borrow money be and are hereby authorized and empowered, on behalf of the Company, to transact, any and all other business with and through the Bank which such person(s) may at any time deem to be advisable, including, without limiting the generality of the foregoing, authority to purchase certificates of deposit, to enter into safe deposit agreements, lock-box agreements, night depository agreements, payroll service agreements and other electronic data processing service agreements offered by the Bank, and, in reference to any such business, to make any and all agreements and to execute and deliver to the Bank any and all contracts and other writings which such person(s) may deem to be necessary or desirable. If any other persons become members or managers of the Company, or if the Company is altered in any way or if the Company shall be incorporated, the Bank shall be notified immediately.
Notwithstanding any modification or termination of the power of any of the undersigned to represent the Company, whether by expiration by operation of law, or pursuant to the terms of The Articles of Organization or the Company’s Operating Agreement, by death, retirement or withdrawal of any member, or the accession of one or more new members, or otherwise, and notwithstanding any other notice thereof Bank may receive, this authority shall continue binding upon each of the undersigned individually and upon their legal representatives, and upon the Company and its successors, until written notice to the contrary, signed by one of the undersigned or on his/her behalf by his/her duly authorized agent or representative, shall have been received by Bank.
The undersigned have executed this Resolution this ______day of _________________, 20_______.
SOLE MEMBERS OF THE COMPANY
Name
Sample Signature
Date
Reprinted with permission of United States Checkbook Company.