Can an LLC be elected an officer or director of a corporation?

Asked over 3 years ago - New York, NY

I'm a musician in New York state. I plan to perform with a stage name, not my legal name.

I've incorporated a non-profit, and I plan to serve as an officer, director, and performer for the corporation. I'd like all my performance-related activities to be consistent in terms of my identity and name -- that is, I'd prefer the non-profit transact business with my stage name, not my legal name.

Should I create a llc and use my stage name as the registered llc name? Can LLCs serve as corporate officers or directors? If I don't create a llc, but register a d/b/a instead, can I transact business (sign contracts, be listed in publications, board meeting minutes) as my d/b/a?

Attorney answers (5)

  1. Benjamin Porteous Flavin

    Contributor Level 9

    Answered . I haven't done any research on this issue so you should not take this as legal advice. New York's Not-for-Profit Law requires that directors be at least 18 years of age but does not say they have to be a "person" and does not list any other requirements for directors. However I don't know if there has been caselaw established on this matter - whether or not a director has to be a person.. My sense is that a director of a not-for-profit does have to be an individual. You should consult an attorney to do some research on this issue.

  2. Bryant Keith Martin

    Contributor Level 18

    Answered . Novel question. The main question is: can an individual use the name of an apparent individual as a fictitious business name? My answer is: I don’t see why not. It fits within the statutory requirements for a fictitious name, so as long as you comply with the statutory requirements of filing and publication, it should work. Although not expressly stated in the typical state statute, the understanding is generally that the directors and officers should be individuals, not just legal entities. Note that the Board can delegate its duties to a management company as long as the Board remains ultimately responsible. So you could use your LLC that way. But I don’t think you need the LLC. I don’t see why you couldn’t just use the fictitious name as described above.
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    DISCLAIMER—This answer is for informational purposes only under the AVVO system, its terms and conditions. It is not intended as specific legal advice regarding your question. The answer could be different if all the facts were known. This answer does not establish an attorney client relationship. I am admitted only in California.
    (Bryant) Keith Martin
    sbbizlaw.com

  3. Bryant Keith Martin

    Contributor Level 18

    Answered . Correction: After I wrote the above, I looked at the California Corp. Code, Sec 164, which says " 'directors' means natural persons . . ." So your LLC plan is out. At least my instincts were right.
    B. Keith Martin

  4. Peter Jay Wilke

    Contributor Level 13

    Answered . Generally, entities can't be officers or directors of corporations. This is mandated by statute in some states, and common sense in others. Can you imagine General Motors having 15 corporations as board members and having 15 different people show up from one meeting to the next? Sure, you could legislate exceptions for small, closely held corporations, but why go through all this trouble as a legislature?

    This is one of the reasons LLCs finally came along. If the thought is to limit management personal liability, an entity can be a manager of a LLC. So, maybe the question is, can I form a LLC (with my stage name as its name) and use my non-profit corporation as manager? That depends on how New York's corporate/LLC law is drafted (whether the non-profit status of the corporation is an issue), and I don't have that answer. There may be a federal tax consequence if the non-profit is not used properly also, but - check it out, it may be your solution!

    Also, I wouldn't use just a d/b/a because it doesn't provide the liability protection of an entity. Break a leg!

    This response is for general purposes only, is not legal advice and does not create an attorney client relationship with the questioner.

  5. Robert Jan Suhajda

    Contributor Level 17

    Answered . Create an DBA for the not-for-profit. You don't sound like a not-for-profit coporation. Please see a lawyer.

    Disclaimer of California Attorney. Laws differ form state to state. Although the above response is believed to be accurate, it should not be relied upon as any type of legal advice because the information provided is incomplete. It is intended to educate the reader and a more definite answer should be based on a consultation with a lawyer. No attorney client relation is formed with me without a written contract.

    Good Luck starts with a strategy and a plan.

    Robert J. Suhajda, MS,CPA
    Attorney-At-Law
    17721 Norwalk Blvd. #43
    Artesia, CA 90701
    562-924-8922

    Tax Relief Lawyer. Former financial auditor and controller. Admitted to US Tax Court, Income Tax, IRS representation, Fiduciary income tax returns, Estate and Gift tax returns, Homeowner Association Strategist.

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