business corporate-law incorporation limited-liability-company shell-companies
Who holds legal rights to manage a fund&#39;s money?
<p>Scenario:</p>
<p>Bob, Larry, and Curly want to invest their money together.  Bob will be the active investor and Larry and Curly will only contribute capital.  They set up two companies:  Company M (management company) and company P (pool of money company).  Both companies are LLCs in the United States (assume Delaware if it matters).  Company P is just a vehicle to own assets.  Larry and Curly each own 50% of company P.  Bob owns 100% of company M.  Company M earns a 30% performance fee on all returns and charges no fees on assets owned by company P.</p>
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<p>Q1:  Can a non-natural person (i.e. company M) be the only director / manager of company P?  If not, how would company M exert its managerial power over the assets held by P?</p>
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<p>Q2:  How does Bob, who has no direct role in company P, open a brokerage account and move money from company P's bank account to the brokerage account?  Also, presumably the brokerage account should be owned by company P also, so how does Bob even open the account?  I've signed up for one or two business accounts years ago and they asked for information about the person representing the business, but in this scenario the representative of company P is another company M and then Bob is the representative of company M... inception!  How would this actually work?</p>
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<p>Thank you so much to anyone who can help shed light on this matter!!</p>

<blockquote>
<p>Q1: Can a non-natural person (i.e. company M) be the only director /
manager of company P? If not, how would company M exert its managerial
power over the assets held by P?</p>
</blockquote>
<p>Some jurisdictions allow this, others do not. I don't have a comprehensive list of which do and which do not.</p>
<blockquote>
<p>Q2: How does Bob, who has no direct role in company P, open a
brokerage account and move money from company P's bank account to the
brokerage account? Also, presumably the brokerage account should be
owned by company P also, so how does Bob even open the account? I've
signed up for one or two business accounts years ago and they asked
for information about the person representing the business, but in
this scenario the representative of company P is another company M and
then Bob is the representative of company M... inception! How would
this actually work?</p>
</blockquote>
<p>Company M acting through Bob, it manager, executes contracts with company P and also with any separate bank with which it has a banking relationship.</p>
<p>Bob presents a taxpayer ID he obtains for Company P (in the U.S.), by logging onto the IRS website, and would prepare a corporate resolution authorizing him to do so and would present the organizational documents of Company P, the taxpayer ID letter, and the corporate resolution to a junior bank officer who would give him some more bank specific forms to sign and then they'd set up the account with him as authorized signer on behalf of Company M.</p>
