How to Identify Officers in an LLC

By Stephanie Kurose, J.D.

How to Identify Officers in an LLC

By Stephanie Kurose, J.D.

A limited liability company (LLC) is a common type of business structure that can be thought of as a combination between a partnership and a corporation. Similar to a partnership, an LLC gives its owners, called members, more flexibility over how they manage their business as opposed to the rigid requirements of a corporation. However, like a corporation, members must be provided with personal liability protection in the event their business is involved in any legal proceedings. This type of business structure does not have officers but rather members and managers. Thus, if you are trying to identify the people responsible for the business, it is helpful to understand the correct terminology.

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1. Understand the basic structure of LLC members.

An LLC must have at least one member. However, there are typically no restrictions on the maximum number of members it can have. When forming the company, members can decide how involved they want to be in running the company. Oftentimes, especially when first starting out, members choose to be responsible for the day-to-day operations of the business, making them member-managers. However, as the LLC grows or if members decide they want to have less responsibility for the daily operations, they can elect to hire nonmember managers, who are similar to corporate officers. To determine who the members or managers are, there are a few basic steps to follow, as outlined below.

2. Figure out where the LLC operates.

To locate some of the basic information about the LLC, you first need to know where it operates. Many businesses have headquarters in one state but do business in multiple states. Because states have jurisdiction over the businesses within their borders, state law generally requires businesses to register in each state where they are located or plan to do business. Knowing this information can help your search.

3. Check the state's business database.

Once you have determined what state the business operates in, the next step is to search that state's business entity database. Even if the LLC has headquarters somewhere else, you should be able to locate the initial registration in your state's database as long as business is conducted there.

These databases typically contain the filings required to form the LLC, including the articles of organization or equivalent document. The articles contain the names and contact information of the members if it is member-managed. If the members elected to hire nonmember managers to run the business, the articles should say so. In that case, many states require the managers' information as well.

4. Contact the LLC's registered agent.

Instead of searching the state's business database, you can also search for the LLC's registered agent. The name and address of the registered agent are required to be made public. The registered agent can provide you with the names of the parties responsible for the LLC.

In the event that the above options do not yield the results you are looking for, the last option is to call the LLC directly or search its website. Oftentimes, the website provides the names of the members or other integral employees. While an LLC does not specifically have officers, so you won't be able to get that information, you are able to find out information regarding the members, managers, registered agent, and the like instead.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.