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Scenario:

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.

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?

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?

Thank you so much to anyone who can help shed light on this matter!!

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  • This feels like it might be a better fit over on the Money and Finance StackExchange as they potentially have more experience in the approaches you want answers about. – Moo Jan 18 at 23:55
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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?

Some jurisdictions allow this, others do not. I don't have a comprehensive list of which do and which do not.

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?

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.

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.

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  • Where could I find the information about whether the USA / Delaware allow the setup described in Q1? – wanderingmathematician Jan 20 at 20:47
  • @wanderingmathematician I know that Delaware allows it. Delaware is a very expensive jurisdiction to incorporate in, however, in terms of registration fees, etc. due to the cache of Delaware firms as one of the leading places of organization for big businesses. The other downside of Delaware is that it often give you more freedom than it should which you only learn in hindsight. – ohwilleke Jan 20 at 21:28

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