Michael J. Lucas & Associates, LLC helps businesses organize governance practices that reflect how the company is actually managed.
Governance Depends on the Entity
Corporations typically operate through shareholders, directors, and officers, each with different roles. Limited liability companies can be member managed or manager managed, and the operating agreement can define authority and decision making. Using corporate terminology for an LLC, or treating a corporation as if owners can act informally without board or shareholder authority, can create confusion.
Governing Documents Come First
Bylaws, operating agreements, shareholder agreements, buy sell agreements, and articles or certificates should be reviewed before major decisions are made.
Those documents may define voting thresholds, manager authority, officer powers, transfer restrictions, deadlock procedures, and approval requirements.
Documenting Important Decisions
Major transactions should be documented in a way that shows who had authority and what was approved. Written consents, board minutes, member resolutions, shareholder approvals, and manager actions can create a reliable record. Good documentation becomes particularly valuable when the company later seeks financing, sells assets, admits an owner, responds to due diligence, or faces an internal dispute.
Fiduciary and Good Faith Obligations
Owners, managers, directors, and partners may owe duties that depend on the entity and governing law. Illinois LLC and partnership statutes also permit governing agreements to shape some relationships while preserving certain mandatory rules. A governance plan should therefore reflect both the statute and the company's agreements.
Governance as Preventive Law
Many ownership disputes begin because people acted on assumptions about authority. Clear governance can reduce questions about who can sign a contract, borrow money, issue ownership interests, hire executives, approve distributions, or sell significant assets.
If your company needs help organizing management authority, updating governing documents, documenting decisions, or preparing for a transaction, Michael and his team can help create a governance structure that is understandable and workable.
Areas We Serve
Michael J. Lucas & Associates, LLC assists clients throughout Boone County, Cook County, DuPage County, Kane County, Lake County, McHenry County, and Will County.
Our office serves clients throughout Northern Illinois, including Addison, Algonquin, Antioch, Arlington Heights, Aurora, Barrington, Bartlett, Batavia, Belvidere, Bloomingdale, Bolingbrook, Buffalo Grove, Carpentersville, Cary, Chicago, Crystal Lake, Deerfield, Des Plaines, Downers Grove, Elgin, Elk Grove Village, Elmhurst, Evanston, Fox Lake, Fox River Grove, Frankfort, Geneva, Glen Ellyn, Glenview, Grayslake, Gurnee, Hanover Park, Hampshire, Harvard, Highland Park, Hoffman Estates, Huntley, Joliet, Lake Barrington, Lake Forest, Lake in the Hills, Lake Zurich, Libertyville, Lincolnshire, Lisle, Lockport, Lombard, Marengo, McHenry, Mokena, Mount Prospect, Mundelein, Naperville, New Lenox, Northbrook, Palatine, Park Ridge, Plainfield, Poplar Grove, Prospect Heights, Rolling Meadows, Romeoville, Roselle, Schaumburg, Shorewood, South Elgin, St. Charles, Streamwood, Sugar Grove, Vernon Hills, Waukegan, West Chicago, Wheaton, Wheeling, Wilmette, Winfield, Wood Dale, Woodridge, and Woodstock.