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  Copyright© 2004 to 2012 Colin M. Cody, CPA and TraderStatus.com, LLC, All Rights Reserved.
 
A partnership agreement is used for partnerships whereas an operating agreement is used for Limited Liability Companies (LLC's).  A corporation has minutes.  These determinations are made under State law and how the entity is treated for federal income tax purposes does not matter.

Most multi-member LLC's are taxed as a partnership.  Therefore the two terms: "LLC" and "partnership" may occasionally be found to be used interchangeably.

A multi-member LLC has members while a partnership has partners, and the two terms: "members" and "partners" may occasionally be found to be used interchangeably.


Here is a collection of information regarding boilerplate partnership agreements and operating agreements:
unreimbursed expenses clause that may be inserted in agreements
reimbursed expenses clause that may be inserted in agreements
nominee account clause that may be inserted in agreements

information on partnership agreements
boilerplate partnership agreement
boilerplate partnership agreement another example

boilerplate LLC member-managed operating agreement
boilerplate LLC member-managed Connecticut operating agreement
boilerplate LLC manager-managed Connecticut operating agreement
end


The following paragraphs are provided "as is" to give you ideas of what might be involved.  A qualified attorney should be retained to prepare appropriate documents for signature.  We are not attorneys, we do not practice law and we do not recommend acting until you retain a qualified attorney on your own.


Business expenses paid out of pocket:
Business activities should be kept separate from personal activities .  It
is preferable to have the entity pay for all of its business expenses form the entity's checking account and to have one credit card that is used solely for business expenses (no personal expenses).

It is also common that from time-to-time the partners/members need to pay for business expenses out of their own pocket.  There should be an agreement, an understanding, about just how to handle these payments.  One method is for an "expense report" with attached invoices to be submitted to the entity for reimbursement payments made by the entity back to the owner.  Another method is for the entity to require the owners to pay for business expenses without getting reimbursed.


Unreimbursed Business Expenses paid by the owners of the business
The Partnership's Partnership Agreement or the LLC's Operating Agreement might contain a clause saying that it is agreed that each (general partner or active member) is expected to incur and pay these types of expenses as a condition of ownership in the venture.  This clause allows the expenses paid for by the owner to be fully deductible without limitation on their personal form 1040, Schedule E, page #2, part II, when appropriate.  (Code §162)


Caution: According to the Tax Court, unless an agreement between a partnership and a partner states otherwise, a partner cannot deduct expenses on his or her personal tax return if they were incurred on the partnership's behalf, because it is not "necessary" that a partner pay for them with his own funds.  The logic being that Code §162 requires such deductions be "ordinary and necessary."  (this also holds true regarding LLC members of an LLC taxed as a partnership)
Michael T. Hines, TC Suture. Op. 2004-55
Thomas J. Spielbauer, T.C. Memo. 1998-80

Note: When there is no such clause regarding Code §162 "ordinary and necessary" "trade or business" Unreimbursed Business Expenses allowing an "above the line" deduction of Schedule E, part II, nonetheless, it may be possible to take these as itemized deductions as Code §162 "ordinary and necessary" or Code §212 "expenses for production of income" investment related expenses on their personal form 1040, Schedule A, line 23, when appropriate.  Similarly, shareholders, employees. limited partners, and non-management owners may also be allowed an itemized deduction for such expenses incurred.


Caution: Different rules for S-Corporations.  Unreimbursed expenses incurred by non-employee S-corporation shareholders are generally not deductible (TC Memo 1989-207 and TC Memo 1997-446). 
An S corporation's expenses are deductible at the corporate level only, and cannot be deducted by shareholders. In the case of Richard R. Russell, the S corporation's shareholders personally paid for expenses they incurred in conducting the corporation's business. The shareholders did not seek reimbursement from the corporation, and deducted the expenses as business expenses on Schedule C of their personal tax returns. The IRS disallowed all of the deductions on the grounds that the taxpayers did not individually operate a trade or business. The shareholders argued that the S corporation's income or loss would pass through to them anyway, so it did not matter whether the expenses were deducted on their returns or were passed through by the corporation. The Tax Court disagreed with the shareholders. None of the expenses were allowable, even though they were legitimate and were incurred on behalf of the corporation. The corporation and its shareholders are separate and distinct entities, and one entity cannot take the deductions of another. Thus, neither the corporation nor the shareholders could deduct the expenditures. (The shareholders should, however, be entitled to increase stock basis for the expenditures made on behalf of the business.)   If the corporation had simply reimbursed the shareholders for the expenses, the corporation would be entitled to the deductions, and the expenses would pass through to the shareholders. If the reimbursements caused the corporation to be short of cash, the shareholders could lend the funds to the corporation. As an alternative, the corporation could pay the expenses directly, using funds borrowed from the shareholders. Such loans should be carefully documented and bear a fair market interest rate to avoid an IRS argument that they do not represent valid indebtedness. http://www.belkcollege.uncc.edu/haburton/S%20Corporations.pdf (page 96)

There are two exceptions: (1) performing artists with AGI under $16,001 and more than one employer  (2) educators to the extent of $250 in expenses annually from 2002 to 2007.

http://books.google.com/books?id=ADPtW6Mt7mgC&pg=PA523&lpg=PA523&dq=TC+Memo+1989-207)&source=web&ots=3tDqJYGtwz&sig=TYBPwEGerxMeO9R1ZdV5dQ92hw0&hl=en#PPA524,M1

http://books.google.com/books?id=xeawUKPJiggC&pg=RA1-PA397&lpg=RA1-PA397&dq=TC+Memo+1989-207&source=web&ots=nBc2fDckA_&sig=UGokioZr1cVbVAjC4CSPGB2S8wg&hl=en&sa=X&oi=book_result&resnum=2&ct=result

A work-around: A shareholder is not entitled to a business deduction for the payment of expenses of a corporation that he or she controls. Rev. Rul. 71-36, 1971-1 C.B. 51 which says pretty clearly: "...the sums advanced by him were expenses incurred in carrying on the business of the corporation, the business to which these expenses pertained was not the taxpayer's business, but that of the corporation. Accordingly, the advances made by the taxpayer are not deductible in the years paid as ordinary and necessary business expenses under section 26 USC 162 of the Code."

 Instead, the amount of the payment is treated as a loan by the shareholder to the corporation if the parties intended the payment to be treated as a loan and there is an obligation on the part of the corporation to make repayment. Edward Katzinger Co. v. Comr., 44 BTA 533, aff'd, 129 F.2d 74 (7th Cir. 1942).  Otherwise, the payment is treated as a capital contribution. In either case, the shareholder has made the economic outlay required to increase basis. See Rose v. Comr., No. 07-12245 (11th Cir. 4/24/08) (Remanded to Tax Court on question whether shareholder's payment of S corporation's debt had economic substance where shareholder satisfied corporation's debt by forgiving debt owed him by creditor of S corporation).

 

The Home Office Deduction for an active shareholder/employee of the s-corp apparently must be limited to a Schedule A deduction. But if the s-corp happened to own the shareholder's residence or a portion thereof, then the deduction for home office can be deducted on the 1120S itself, which in turn passes thru to the Schedule E.   If the s-corp pays rent to the shareholder, then basically the same effect of the deduction can be had that way.

Likewise, another viewpoint is that unreimbursed expenses incurred by S-corporation employee-shareholders generally are deductible as itemized deductions on Schedule A as long as the shareholder was paid a reasonable salary.

http://books.google.com/books?id=xeawUKPJiggC&pg=RA1-PA398&lpg=RA1-PA398&dq=TC+Memo+1997-446&source=web&ots=nBb2gL9eBS&sig=bqZVQWVhxamCkmUx9upNBBSbjCM&hl=en#PRA1-PA414,M1


You can deduct unreimbursed ordinary and necessary expenses you paid on behalf of the partnership if you were required to pay these expenses under the partnership agreement. See the instructions for line 27 on page E-6 for how to report these expenses.
http://www.irs.gov/instructions/i1040se/ar01.html


If a partner incurs out-of-pocket expenses in connection with providing services to a partnership, those expenses may be deductible on the partner’s individual tax return. To be deductible, the partnership agreement must state in writing that the partner pay the expenses. A partner’s out-of-pocket expenses are deducted on Schedule E (Form 1040), Part II, column (i). These expenses also reduce self-employment income on Schedule SE. The partnership may reimburse the partner for business expenses. However, if the partner has the right to be reimbursed, but fails to obtain reimbursement, the partner is not entitled to a deduction.
http://www.1065accountant.com/unreimbursed-expenses.htm


If the partnership’s agreement or practice requires a partner to pay certain partnership expenses from his own funds, with no right to reimbursement from the partnership, the partner is entitled to deduct these as trade or business expenses on his personal return. Because the partner is not an "employee," the 2%-of-AGI limit of IRC Sec. 67(a) does not apply.24 (The deduction is still subject to other applicable limitations, such as the Section 274 limitation on the deductibility of travel and entertainment expenses.) If the partnership would honor a request for reimbursement, the expense is not deductible. While the "requirement" that the partner incur the expense without right of reimbursement need not be in writing, it is a question of fact, and may be the subject of IRS dispute. As a consequence, the partners will benefit by making this requirement explicit, either as a provision of their partnership agreement or through a written policy of the partnership.


 (sample clause):
No Reimbursement For Partnership Expenses.
Each partner shall be required to incur those reasonable and necessary expenses as determined appropriate for the effective operation of the partnership, and such expenses will be made without reimbursement by the Partnership.


 (sample clause):
Capital Contribution.
Each partner who pays a liability of the partnership upon submission of proof of such payment, will have made an indirect contribution to such partner's capital account.

Note:
Any unreimbursed expense that is not deductible by the partner is treated as a contribution to capital, pursuant to TAM 8442001.


In a private ruling that will affect CPAs in public practice as well as their clients, the IRS acknowledged a partner in a professional firm could deduct auto, travel and meal expenses on form 1040 if the partnership policy requires the expenses to be incurred personally without reimbursement (technical advice memorandum 9316003).

The partner prevailed in this ruling because partnership practice required each partner to personally incur business expenses that could not be charged to clients (such as travel to fulfill continuing professional education requirements).

However, the partner was not permitted to deduct expenses reimbursable under partnership policy but for which he or she failed to seek reimbursement.

Observation: This ruling also clarified that business expenses incurred by the partner are allowed as schedule E deductions and are not subject to the 2% miscellaneous itemized deduction threshold. This is consistent with both the 1040 schedule E instructions and previous IRS guidance allowing above-the-line treatment of interest expense incurred by a partner to acquire partnership ownership (see IRS notice 89-25).

The ruling may be of assistance to partners in several IRS districts where audit programs have asserted form 2106 employee treatment for partner expenses (thereby forcing the deductions through the 2% miscellaneous itemized deduction

http://www.allbusiness.com/accounting-reporting/corporate-taxes-joint/382471-1.html



Reimbursements for Business Expenses paid by the owners of the business (sample clause):

Reimbursement For Partnership Expenses.

Each partner shall be entitled to reimbursement for the reasonable and necessary expenses incurred by the Partner on behalf of the Partnership. In order to receive reimbursement, a Partner must submit a written itemized report of all expenses for which reimbursement is sought, submit the expense report to the other Partners, and enter the expense report with the Partnership books and records.


Reimbursement For S-Corporation Expenses.
The stockholders hereby authorize the president to establish, implement and modify a written accountable plan for payment or reimbursement of actual and necessary business expenses that are incurred or paid by an employee, officer, director or shareholder, subject to substantiation, pursuant to Internal Revenue Code Section 62(a)(2)(A) and Reg. Section 1.62-2.


Safe Harbor Provisions:

  • LLC Operating Agreement must satisfy basic requirements for economic effect (IRC Section 704(b) and Treasury Regulations Section 1.704-2(e)(1))

  • In year that nonrecourse deductions first arise, allocations must be reasonably consistent with valid allocations of other LLC items (Treasury Regulation 1.704-2(e)(2))

  • LLC Operating Agreement must contain "minimum charge back" provisions (Treasury Relations Sections 1.704-2(f)(c) and 1.704-2(e)(3))

  • All other material allocations and capital account adjustments must be valid (IRC Sections 704(b)(c); Treasury Regulations Section 1.704-2(e)(4))

  • Inclusion in Operating Agreement that:

a) LLC will maintain capital accounts for its members in strict compliance with tax rules

b) Partnership will make liquidating distributions in accordance with capital accounts

c) Partners in liquidation who have deficits in their capital accounts will restore those deficits to the LLC

d) LLC will make minimum charge backs with respect to their interest in LLC nonrecourse debt

http://www.irs.gov/businesses/partnerships/article/0,,id=134695,00.html 


Nominee accounts (sample clause):
The parties hereby agree that for the sake of administrative convenience and cost savings, and because [the entity name] has not yet secured its own accounts, [the entity] shall conduct trading activities in the personal account of [name of nominee] at [XYZ Brokerage account #123456].

[name of nominee] agrees to use said account  1) solely for the purpose of conducting trading activities for the account of [the entity] and  2) for charging certain expenses related to the business activities of [the entity]  and  3) for depositing and withdrawing funds to or from [the entity].  Any such withdrawal of [the nominee's] contributed funds shall not be considered a violation of this agreement, even if said funds are used for the personal business of [the nominee], whether or not transferred directly to third party vendors.  However, [the nominee] shall not be permitted to use funds in said account to trade solely for his own account.  Any purchase or sale of assets, futures, commodities, contracts or securities referenced above shall be for the account of [the entity], and profits and losses from such activity shall be shared among the parties hereto.



Liability / Asset Protection clauses: - corporations and limited liability companies offer different legal protections.  For asset protection, you need to look at the choice of entity's "inside liability" and "outside liability."  Inside liability protects non-entity assets from liability that is directly and solely related to the business and not at all due to the negligence, mistake, oversight or the responsibility of the individual himself.  Outside liability protects entity assets from liability that is directly and solely related to the individual and not at all due to the negligence, mistake, oversight or the responsibility of the business.

Examples of inside liability include: employee driving company vehicle causes an accident;  a product sold by the company causes harm to the purchaser; lease-rental or bank loan signed by the company with no personal guarantee made by the individual, corporate bankruptcy.

Examples of outside liability include: a trip and fall in the home; a lawsuit resulting from an automobile accident with the family car while on personal errands; a judgment resulting from a personal guarantee; personal bankruptcy.

A creditor of the individual can seek an order by the court to have chares of stock in the corporation turned over to the creditor.  Once this is done the individual has lost his investment in the company.   But if the business was held in a limited liability company, then in many cases in order to protect the interests of any innocent LLC members with a new unwanted member (the creditor) the court will not order to turn over the ownership of the LLC to the creditor, rather a charging order is issued.  The charging order assigns any future profit distributions and any distributions that are a return of capital.  The creditor may even have to accept a K-1 from the LLC and pay the income taxes on any annual earnings of the business - but receive no cash from which to pay the income taxes with.

The LLC needs to have more than one owner-member, otherwise the court may be more likely to side with the creditor since there is no innocent LLC members to be protected. The LLC operating agreement needs to be drafted or reviewed by an experienced asset protection lawyer so it will contain language for:
  • assignee/member definitions
  • assignee limitations
  • no right of members to demand distributions
  • prohibition of transfer of member interests
  • involuntary transfer poison pill provisions
  • no partition allowed
  • accurate voting thresholds
  • allocation of profits and losses

§761(c) PARTNERSHIP AGREEMENT. - For purposes of this subchapter, a partnership agreement includes any modifications of the partnership agreement made prior to, or at, the time prescribed by law for the filing of the partnership return for the taxable year (not including extensions) which are agreed to by all the partners, or which are adopted in such other manner as may be provided by the partnership agreement.

In other words long after-the-fact or retroactive provisions in a partnership agreements are not allowable.  All items must be in the verbal or written partnership agreement or otherwise adopted no later than the initial due date of the tax return.  This is basically a trap for the unwary.  For example: upon being audited, if it was found that the unreimbursed expenses clause or agreement was missing, inconsistently applied or otherwise defective in some way, it is too late to "fix it" once the IRS agent points if out to you.  Once caught in this type of trap, "your goose is cooked."



http://www.bcentral.com/articles/legal/110.asp

Legal
If you and your partners don't spell out your rights and responsibilities in a written partnership agreement, you'll be ill-equipped to settle conflicts when they arise, and minor misunderstandings may erupt into full-blown disputes.

 
In addition, without a written agreement saying otherwise, your state's law will control many aspects of your business.

A partnership agreement allows you to structure your relationship with your partners in a way that suits your business. You and your partners can establish the shares of profits (or losses) each partner will take, the responsibilities of each partner, what will happen to the business if a partner leaves and other important guidelines.

The Uniform Partnership Act
Each state (with the exception of Louisiana) has its own laws governing partnerships, contained in what's usually called "The Uniform Partnership Act" or "The Revised Uniform Partnership Act" — or, sometimes, the "UPA" or the "Revised UPA." These statutes establish the basic legal rules that apply to partnerships and will control many aspects of your partnership's life unless you set out different rules in a written partnership agreement.

Don't be tempted to leave the terms of your partnership up to these state laws. Because they were designed as one-size-fits-all fallback rules, they may not be helpful in your particular situation. It's much better to put your agreement into a document that specifically sets out the points you and your partners have agreed on.

What to include in your partnership agreement
Here's a list of the major areas that most partnership agreements cover. You and your partners-to-be should consider these issues before you put the terms in writing:
  • Name of the partnership. One of the first things you must do is agree on a name for your partnership. You can use your own last names, such as Smith & Wesson, or you can adopt and register a fictitious business name, such as Westside Home Repairs. If you choose a fictitious name, you must make sure that the name isn't already in use
  • Contributions to the partnership. It's critical that you and your partners work out and record who's going to contribute cash, property or services to the business before it opens — and what ownership percentage each partner will have. Disagreements over contributions have doomed many promising businesses.
  • Allocation of profits, losses and draws. Will profits and losses be allocated in proportion to a partner's percentage interest in the business? And will each partner be entitled to a regular draw (a withdrawal of allocated profits from the business) or will all profits be distributed at the end of each year? You and your partners may have different ideas about how the money should be divided up and distributed, and each of you will have different financial needs, so this is an area to which you should pay particular attention.
  • Partners' authority. Without an agreement to the contrary, any partner can bind the partnership without the consent of the other partners. If you want one or all of the partners to obtain the others' consent before binding the partnership, you must make this clear in your partnership agreement.
  • Partnership decision making. Although there's no magic formula or language for divvying up decisions among partners, you'll head off a lot of trouble if you try to work it out beforehand. You may, for example, want to require a unanimous vote of all the partners for every business decision. Or if that leaves you feeling fettered, you can require a unanimous vote for major decisions and allow individual partners to make minor decisions on their own. In that case, your partnership agreement will have to describe what constitutes a major or minor decision. You should carefully think through issues like these when setting up the decision-making process for your business.
  • Management duties. You might not want to make ironclad rules about every management detail, but you'd be wise to work out some guidelines in advance. For example, who will keep the books? Who will deal with customers? Supervise employees? Negotiate with suppliers? Think through the management needs of your partnership and be sure you've got everything covered.
  • Admitting new partners. Eventually, you may want to expand the business and bring in new partners. Agreeing on a procedure for admitting new partners will make your lives a lot easier when this issue comes up.
  • Withdrawal or death of a partner. At least as important as the rules for admitting new partners to the business are the rules for handling the departure of an owner. You should set up a reasonable buyout scheme in your partnership agreement.
  • Resolving disputes. If you and your partners become deadlocked on an issue, do you want to go straight to court? It might benefit everyone involved if your partnership agreement provides for alternative dispute resolution, such as mediation or arbitration.

As you can see, there are many issues to consider before you and your partners open for business — and you shouldn't wait for a conflict to arise before hammering out some sound rules and procedures. A good self-help book, such as "The Partnership Book" by attorneys Denis Clifford and Ralph E. Warner (Nolo), can help you think through the details and put them in writing.



Sample partnership agreements:
http://www.medlawplus.com/legalforms/instruct/sample-partnershipagreement.pdf

http://smallbusiness.findlaw.com/business-structures/business-structures-resources/form4-1.html

http://www.smallbusinessnotes.com/operating/legal/samplepartnership.html

 


Structuring Tax Provisions in Partnership and LLC Operating Agreements (January 11, 2011) - Winston & Strawn LLP
http://media.straffordpub.com/products/structuring-tax-provisions-in-partnership-and-llc-operating-agreements-2011-01-11/presentation.pdf


 

PARTNERSHIP AGREEMENT
 

This PARTNERSHIP AGREEMENT  is made on ____________, 20__ between __________________________________________ and __________________________________________ of _____________________.

1. NAME AND BUSINESS. The parties hereby form a partnership under the name of __________________________________________ to conduct a __________________________________________. The principal office of the business shall be in _______________________.

2. TERM. The partnership shall begin on ________________, 20____, and shall continue until terminated as herein provided.

3. CAPITAL. The capital of the partnership shall be contributed in cash by the partners as follows: A separate capital account shall be maintained for each partner. Neither partner shall withdraw any part of his capital account. Upon the demand of either partner, the capital accounts of the partners shall be maintained at all times in the proportions in which the partners share in the profits and losses of the partnership.

4. PROFIT AND LOSS. The net profits of the partnership shall be divided equally between the partners and the net losses shall be borne equally by them. A separate income account shall be maintained for each partner. Partnership profits and losses shall be charged or credited to the separate income account of each partner. If a partner has no credit balance in his income account, losses shall be charged to his capital account.

5. SALARIES AND DRAWINGS. Neither partner shall receive any salary for services rendered to the partnership. Each partner may, from time to time, withdraw the credit balance in his income account.

6. INTEREST. No interest shall be paid on the initial contributions to the capital of the partnership or on any subsequent contributions of capital.

7. MANAGEMENT DUTIES AND RESTRICTIONS. The partners shall have equal rights in the management of the partnership business, and each partner shall devote his entire time to the conduct of the business. Without the consent of the other partner neither partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the partnership other than the type of property bought and sold in the regular course of its business.

8. BANKING. All funds of the partnership shall be deposited in its name in such checking account or accounts as shall be designated by the partners. All withdrawals therefrom are to be made upon checks signed by either partner.

9. BOOKS. The partnership books shall be maintained at the principal office of the partnership, and each partner shall at all times have access thereto. The books shall be kept on a fiscal year basis, commencing _____________________ and ending _____________________, and shall be closed and balanced at the end of each fiscal year. An audit shall be made as of the closing date.

10. VOLUNTARY TERMINATION. The partnership may be dissolved at any time by agreement of the partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The partnership name shall be sold with the other assets of the business. The assets of the partnership business shall be used and distributed in the following order: (a) to pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations; (b) to equalize the income accounts of the partners; (c) to discharge the balance of the income accounts of the partners; (d) to equalize the capital accounts of the partners; and (e) to discharge the balance of the capital accounts of the partners.

11. DEATH. Upon the death of either partner, the surviving partner shall have the right either to purchase the interest of the decedent in the partnership or to terminate and liquidate the partnership business. If the surviving partner elects to purchase the decedent's interest, he shall serve notice in writing of such election, within three months after the death of the decedent, upon the executor or administrator of the decedent, or, if at the time of such election no legal representative has been appointed, upon any one of the known legal heirs of the decedent at the last-known address of such heir. (a) If the surviving partner elects to purchase the interest of the decedent in the partnership, the purchase price shall be equal to the decedent's capital account as at the date of his death plus the decedent's income account as at the end of the prior fiscal year, increased by his share of partnership profits or decreased by his share of partnership losses for the period from the beginning of the fiscal year in which his death occurred until the end of the calendar month in which his death occurred, and decreased by withdrawals charged to his income account during such period. No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except as those assets have been reflected on the partnership books immediately prior to the decedent's death; but the survivor shall nevertheless be entitled to use the trade name of the partnership. (b) Except as herein otherwise stated, the procedure as to liquidation and distribution of the assets of the partnership business shall be the same as stated in paragraph 10 with reference to voluntary termination.

12. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. In witness whereof the parties have signed this Agreement.

Executed this ______________ day of _________________, 20_____ in _____________________ [CITY], _____________________ [STATE].

 




 

PARTNERSHIP AGREEMENT
 

THIS PARTNERSHIP AGREEMENT ("Agreement") made and effective this [Date], by and between the following individuals, referred to in this Agreement as the "Partners":  [Partners' Names].

The Partners wish to set forth, in a written agreement, the terms and conditions by which they will associate themselves in the Partnership.

NOW, THEREFORE, in consideration of the promises contained in this Agreement, the Partners affirm in writing their association as a partnership in accordance with the following provisions:

1.  Name and Place of Business.

The name of the partnership shall be called [Partnership Business Name] (the "Partnership").  Its principal place of business shall be [City and State of Principal Office], until changed by agreement of the Partners, but the Partnership may own property and transact business in any and all other places as may from time to time be agreed upon by the Partners.

2.  Purpose.

The purpose of the Partnership shall be to [Describe Partnership's Business].  The Partnership may also engage in any and every other kind or type of business, whether or not pertaining to the foregoing, upon which the Partners may at any time or from time to time agree.

3.  Term.

The Partnership shall commence as of the date of this Agreement and shall continue until terminated as provided herein.

4.  Capital Accounts.

A.  The Partners shall make an initial investment of capital, contemporaneously with the execution of this Agreement, as follows:

Partners and Capital

[Partner Names and Capital Amounts Invested]

In addition to each Partner's share of the profits and losses of the Partnership, as set forth in Section 5, each Partner is entitled to an interest in the assets of the Partnership.

B.  The amount credited to the capital account of the Partners at any time shall be such amount as set forth in this Section 4 above, plus the Partner's share of the net profits of the Partnership and any additional capital contributions made by the Partner and minus the Partner's share of the losses of the Partnership and any distributions to or withdrawals made by the Partner.  For all purposes of this Agreement, the Partnership net profits and each Partner's capital account shall be computed in accordance with generally accepted accounting principles, consistently applied, and each Partner's capital account, as reflected on the Partnership federal income tax return as of the end of any year, shall be deemed conclusively correct for all purposes, unless an objection in writing is made by any Partner and delivered to the accountant or accounting firm preparing the income tax return within one (1) year after the same has been filed with the Internal Revenue Service.  If an objection is so filed, the validity of the objection shall be conclusively determined by an independent certified public accountant or accounting firm mutually acceptable to the Partners.

5.  Profits and Losses.

Until modified by mutual consent of all the Partners, the profits and losses of the Partnership and all items of income, gain, loss, deduction, or credit shall be shared by the Partners in the following proportions:

Partner and Shares

[Partner Names and Percent or Fractional Share of Profits or Losses]

6.  Books and Records of Account.

The Partnership books and records shall be maintained at the principal office of the Partnership and each Partner shall have access to the books and records at all reasonable times.

7.  Future Projects.

The Partners recognize that future projects for the Partnership depend upon many factors beyond present control, but the Partners wish to set forth in writing and to mutually acknowledge their joint understanding, intentions, and expectations that the relationship among the Partners will continue to flourish in future projects on similar terms and conditions as set forth in this Agreement, but there shall be no legal obligations among the Partners to so continue such relationship in connection with future projects.

8.   Time and Salary.

Until and unless otherwise decided by unanimous agreement of the Partners, [Time Commitment].  Each Partner shall nonetheless be expected to devote such time and attention to Partnership affairs as shall from time to time be determined by agreement of the Partners.  No Partner shall be entitled to any salary or to any compensation for services rendered to the Partnership or to another Partner.

9. Transfer of Partnership Interests.

A.  Restrictions on Transfer.   None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.

B.  Transfer Does Not Dissolve Partnership.   No transfer of any interest in the Partnership, whether or not permitted under this Agreement, shall dissolve the Partnership.  No transfer, except as permitted under Subsection 9.A. above, shall entitle the transferee, during the continuance of the Partnership, to participate in the management of the business or affairs of the Partnership, to require any information or account of Partnership transactions, or to inspect the books of account of the Partnership; but it shall merely entitle the transferee to receive the profits to which the assigning Partner would otherwise be entitled and, in case of dissolution of the Partnership, to receive the interest of the assigning Partner and to require an account from the date only of the last account agreed to by the Partners.

10.  Death, Incompetency, Withdrawal, or Bankruptcy.

Neither death, incompetency, withdrawal, nor bankruptcy of any of the Partners or of any successor in interest to any Partner shall operate to dissolve this Partnership, but this Partnership shall continue as set forth in Section 3, subject, however, to the following terms and conditions:

A.  Death or Incompetency.

In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the successors in interest of that Partner shall succeed to the partnership interest of that Partner and shall have the rights, duties, privileges, disabilities, and obligations with respect to this Partnership, the same as if the successors in interest were parties to this Agreement, including, but not limited to, the right of the successors to share in the profits or the burden to share in the losses of this Partnership, in the same manner and to the same extent as the deceased or incompetent Partner; the right of the successors in interest to continue in this Partnership and all such further rights and duties as are set forth in this Agreement with respect to the Partners, the same as if the words "or his or her successors in interest" followed each reference to a Partner; provided, however, that no successor in interest shall be obligated to devote any service to this Partnership and, provided further, that such successors in interest shall be treated as holding a passive, rather than active, ownership investment.

B.  Payments Upon Retirement or Withdrawal of Partner.

(1)  Amount of Payments.   Upon the retirement or withdrawal of a Partner, that Partner or, in the case of death or incompetency, that Partner's legal representative shall be entitled to receive the amount of the Partner's capital account (as of the end of the fiscal year of the Partnership next preceding the day on which the retirement or withdrawal occurs) adjusted for the following:

  (a)  Any additional capital contributions made by the Partner and any distributions to or withdrawals made by the Partner during the period from the end of the preceding fiscal year to the day on which the retirement or withdrawal occurs;

  (b)  The Partner's share of profits and losses of the Partnership from the end of the preceding fiscal year of the Partnership to the day on which the retirement or withdrawal occurs, determined in accordance with generally accepted accounting principles, consistently applied; and

  (c)  The difference between the Partner's share of the book value of all of the Partnership assets and the fair market value of all Partnership assets, as determined by a fair market value appraisal of all assets.  Unless the retiring or withdrawing Partner and the Partnership can agree on one appraiser, three (3) appraisers shall be appointed--one by the Partnership, one by the retiring or withdrawing Partner, and one by the two appraisers thus appointed.  All appraisers shall be appointed within fifteen (15) days of the date of retirement or withdrawal.  The average of the three appraisals shall be binding on all Partners.

(2)  Time of Payments.  Subject to a different agreement among the Partners or successors thereto, the amount specified above shall be paid in cash, in full, but without interest, no later than twelve (12) months following the date of the retirement or withdrawal.

(3) Alternate Procedure.  In lieu of purchasing the interest of the retiring or withdrawing Partner as provided in subparagraph (1) and (2) above, the remaining Partners may elect to dissolve, liquidate and terminate the Partnership.  Such election shall be made, if at all, within thirty (30) days following receipt of the appraisal referred to above.

11.  Procedure on Dissolution of Partnership.

Except as provided in Section 10.B.(3) above, this Partnership may be dissolved only by a unanimous agreement of the Partners.  Upon dissolution, the Partners shall proceed with reasonable promptness to liquidate the Partnership business and assets and wind-up its business by selling all of the Partnership assets, paying all Partnership liabilities, and by distributing the balance, if any, to the Partners in accordance with their capital accounts, as computed after reflecting all losses or gains from such liquidation in accordance with each Partner's share of the net profits and losses as determined under Section 5.

12.  Title to Partnership Property.

If for purposes of confidentiality, title to Partnership property is taken in the name of a nominee or of any individual Partner, the assets shall be considered to be owned by the Partnership and all beneficial interests shall accrue to the Partners in the percentages set forth in this Agreement.

13.  Leases.

All leases of Partnership assets shall be in writing and on forms approved by all the Partners.

14.  Controlling Law.

This Agreement and the rights of the Partners under this Agreement shall be governed by the laws of the State of [State of Governing Law].

15.  Notices.

Any written notice required by this Agreement shall be sufficient if sent to the Partner or other party to be served by registered or certified mail, return receipt requested, addressed to the Partner or other party at the last known home or office address, in which event the date of the notice shall be the date of deposit in the United States mails, postage prepaid.

16.  General.

This Agreement contains the entire agreement of the Partners with respect to the Partnership and may be amended only by the written agreement executed and delivered by all of the Partners.

17.  Binding Upon Heirs.

This Agreement shall bind each of the Partners and shall inure to the benefit of (subject to the Sections 9 and 10) and be binding upon their respective heirs, executors, administrators, devisees, legatees, successors and assigns.

 

IN WITNESS WHEREOF, the Partners have executed this Agreement the date first above written.

 

__________________________________________

Signature of Partner A

 

__________________________________________

Signature of Partner B

 

_______________________________________________________




 

OPERATING AGREEMENT

(Member Managed Limited Liability Company)

The following document is the operating agreement of :

hereafter referred to in this document as “The Company.”

The Company was formed on when articles of organization were filed with the state of .

A copy of this document has been placed in The Company record book. All members of The Company hereby agree with

its provisions. The Company will be managed by its member(s).

GENERAL PROVISIONS

Ownership Percentage - A member’s ownership interest in The Company shall be calculated as a percentage based on the member’s capital contribution. A member’s “ownership percentage” shall the calculated as follows: the members capital contribution divided by total contributed capital shown on the books of The Company. Transfer of a member’s ownership of The Company, or a change in a member’s ownership percentage in The company may only take place upon approval of a majority of the members.

Voting - Each member shall be entitled to vote on matters affecting The Company at a meeting held to discuss such matters. A member’s voting “power” shall be equal to the member’s ownership percentage as calculated above. Any matter brought before the members to be voted on shall pass when approved by more than 50% of the members as based on their ownership percentage.

Compensation - Members will not be paid for their time in managing The Company. Members may, however, receive compensation in the form of salaries, bonuses, or any other gratuity allowed by law for services rendered to The Company as an employee, officer, or independent contractor. Also, members may be reimbursed for reasonable expenses incurred on behalf of The Company as evidenced by proper receipts.

Other Business Interests - A member may not own or be involved in any way with an activity or entity that competes with The Company, or otherwise might diminish the earning potential of The Company without the prior written approval of all members.

Meetings - At this time, The Company does not have scheduled meetings, but it may provide for such scheduled meetings upon the approval of a majority of members. A special meeting may be requested by a member at any time either verbally or in writing. The member making this call for a meeting shall provide a proposed date and time for the meeting. Agreement to have a meeting can be expressed by the members either verbally or in witting. If any member cannot attend the meeting, then the member(s) unable to attend shall propose an alternative date and time for the meeting.

If all the members cannot attend the proposed meeting, then it shall be postponed until all members can attend. A requested meeting may not be postponed for more than six months. A meeting of The Company may be held without all members in attendance if the member(s) unable to attend provide in writing their approval of the meeting.

Minutes of all meetings shall be taken and a copy provided to all members. A copy shall also be placed in The Company minute book.

Membership Certificates - The Company shall provide membership certificates to each member, a sample of which shall be attached to this agreement. Each membership certificate shall be sequentially numbered and reflect the member’s ownership percentage. It shall also bear the name of The Company and the name of the member. It shall be signed and dated by The Company’s duly appointed secretary as provided in this agreement.

FINANCIAL PROVISIONS

Tax Classification - The members intend for The Company to be taxed as a partnership. Officers are hereby granted authority to do whatever necessary to retain “partnership” tax status with State and Federal agencies.

Accounting - The Company shall have a tax year beginning January 1 and ending December 31 of each year. Accordingly, The Company shall be known as a calendar year taxpayer. The books of The Company shall be maintained on a cash basis with income being recognized when it is received, and expenses recognized when they are paid.

Tax Matters Partner - The Company shall appoint a representative to handle tax and accounting matters. This person shall be the Secretary of The Company, and if the Secretary is unable to act in this position, then the President shall act instead.

Banking - The President and Secretary of The Company shall establish bank account(s) with a bank that meets the approval of all members. The President and Secretary shall sign on the account and have the authority to draft funds from said accounts for payment of company obligations. No officer of The Company shall have the authority to borrow money or obtain lines of credit without express written approval of all members. This does not, however, apply to credit accounts opened with suppliers. The officers may obtain credit from suppliers in due course of operating the business. Bank statements shall be available to all members at any time upon their request either verbally or in writing.

Property - Title to all property purchased or leased for The Company shall be titled in the name of The Company. Officers are hereby granted authority lease equipment on behalf of The Company in due course of business.

Capital Contributions - In consideration for their percentage ownership in The Company, members shall contribute either cash, property, or services to The Company. Cash received shall be deposited in The Company’s bank account and no interest shall be paid on the amount. Title to any property given shall be transferred to The Company. Below is an accounting of consideration given by the members in exchange for their ownership in The Company.

Name Consideration Given Value

Ownership

%

$

$

$

$

Members may decide occasionally that additional capital must be contributed to The Company. This decision shall be made at a meeting of the members with all members in attendance. Since any change in the capital accounts will result in a change in the ownership percentage, the decision must be unanimous.

Capital Withdrawals - Members are not allowed to withdraw their capital contributions without written approval of all members. Members will not be able to “Draw” against their capital contributions without written approval of all members. Loans to members may be approved form time to time as circumstances arise. Loans must be approved by all members.

Distributions - From time to time distributions may be made from profits, sale of equipment, or other sources. Before payment, distributions shall be approved by all members and shall be paid to each member in proportion to their ownership percentage. In the event that The Company ceases operations, distributions of cash and property shall be made to the members after all creditors and suppliers are paid. Such a distribution shall be made to the members in proportion to their ownership percentage.

OWNERSHIP

Changes In Ownership - A member can withdraw from The Company at any time. The member wanting to withdraw must give written notice to the other members 60 days prior to the date of withdrawal.

Transfer of Membership - A member may not transfer, sell, assign, offer as collateral, or pledge his/her ownership in The Company without prior written approval of the other members. This transfer restriction also applies to the members voting rights.

DISSOLUTION

The Company shall be dissolved upon any of the following events:

• Death or other event that prevents a member from participating in the operation of The company. In this event, the remaining members may vote not to dissolve The Company within 90 days. If the remaining members agree unanimously, The Company shall continue and not dissolve.

• Agreement of all members to dissolve The Company

OTHER PROVISIONS

Officers - Members may agree to appoint one or more officers to be responsible for representing The Company in its due course of business. It is agreed to appoint at least a President and a Secretary. Other offices and officers may be appointed as the need arises or at the pleasure of the members. Officers may be compensated for services rendered in their respective positions. This compensation may be in addition to any other compensation received from The Company.

The following members shall be officers of the company:

President

Secretary

Company Records - The Company Secretary must maintain all records for The Company that are required by law. This may include but not be limited to a list of all members including their addresses and ownership percentage, records of ownership transfers, minutes of all member meetings, bank statements and accounting records. These records are to be kept at the principal office of The Company and may be reviewed by any member by giving at least one day’s notice to The Company’s Secretary.

Authority - Officers of The Company and or any member of The Company has authority to transact any business or enter into any transaction or carry out any act to complete the formation of the Company or further its financial interest in the due course of business with one exception: No member has authority to obtain loans, lines of credit or commit The Company to any bank or lending institution without prior written approval of all members.

Disputes - In the event of a dispute between the members regarding this operating agreement or any matter regarding The Company, the dispute shall be settled by arbitration according to the rules of the American Arbitration Association. The arbitration or mediation service hearing the dispute shall be agreed upon by the members before proceeding. The cost of the arbitration/mediation shall be borne by The company. If the dispute cannot be settled by arbitration, the matter may go to before a court with jurisdiction in such matters. If the matter goes before a court, then the members individually shall bear the cost of the proceedings. The prevailing party may seek reimbursement of expenses related to the proceedings.

Changes - This document is the only agreement between the members of The Company and replaces any verbal or written agreement between members. It cannot be replaced, amended or altered in any way without the approval of the members of The Company that adopted and approved the agreement being replaced or amended. If any provision of this agreement is determined to be legally unenforceable, then that provision only shall be stricken from the agreement, leaving the remainder of the agreement in force.

As evidenced by their signatures below, the members hereby adopt this agreement in its entirety and agree to bound by its terms. The signatures need not be notarized.

Date

 








 




http://www.ilrg.com/forms/llc-opag-mem/us/ct

Boilerplate Connecticut Member Managed LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

_______________________________, LLC

A Member‑Managed Limited Liability Company

OPERATING AGREEMENT

THIS OPERATING AGREEMENT is made and entered into effective __________________, 20_____, by and among: __________________________________________________________________________ __________________________________________________________________________ [list the full legal names of the LLC members] (collectively referred to in this agreement as the "Members").

SECTION 1

THE LIMITED LIABILITY COMPANY

1.1 Formation. Effective __________________, 20_____, the Members form a limited liability company under the name _______________________________________, L.L.C. (the "Company") on the terms and conditions in this Operating Agreement (the "Agreement") and pursuant to the Limited Liability Company Act of the State of Connecticut (the "Act"). The Members agree to file with the appropriate agency within the State of Connecticut charged with processing and maintaining such records all documentation required for the formation of the Company. The rights and obligations of the parties are as provided in the Act except as otherwise expressly provided in this Agreement.

1.2 Name. The business of the Company will be conducted under the name _______________________________________, L.L.C., or such other name upon which the Members may unanimously may agree.

1.3 Purpose. The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be formed within the State of Connecticut.

1.4 Office. The Company will maintain its principal business office within the State of Connecticut at the following address: ________________________________________________________________________.

1.5 Registered Agent. ____________________________________________ is the Company's initial registered agent in the State of Connecticut, and the registered office is ______________________________________________________________________________________.

1.6 Term. The term of the Company commences on _____________________ [date] and shall continue perpetually unless sooner terminated as provided in this Agreement.

1.7 Names and Addresses of Members. The Members' names and addresses are attached as Schedule 1 to this Agreement.

1.8 Admission of Additional Members. Except as otherwise expressly provided in this Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company without the prior unanimous written consent of the Members.

SECTION 2

CAPITAL CONTRIBUTIONS

2.1 Initial Contributions. The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

2.2 Additional Contributions. No Member shall be obligated to make any additional contribution to the Company’s capital without the prior unanimous written consent of the Members.

2.3 No Interest on Capital Contributions. Members are not entitled to interest or other compensation for or on account of their capital contributions to the Company except to the extent, if any, expressly provided in this Agreement.

SECTION 3

ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS

3.1 Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member’s relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

3.2 Distributions. The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Managers. Distributions in liquidation of the Company or in liquidation of a Member’s interest shall be made in accordance with the positive capital account balances pursuant to U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(d).

3.3 No Right to Demand Return of Capital. No Member has any right to any return of capital or other distribution except as expressly provided in this Agreement. No Member has any drawing account in the Company.

SECTION 4

INDEMNIFICATION

The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of “no lo Contendere” or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful

SECTION 5

POWERS AND DUTIES OF MANAGERS

5.1 Management of Company.

5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs.

5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members.

5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

5.2 Decisions by Members. Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.

5.3 Withdrawal by a Member. A Member has no power to withdraw from the Company, except as otherwise provided in Section 8.

SECTION 6

SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES

6.1 Organization Expenses. All expenses incurred in connection with organization of the Company will be paid by the Company.

6.2 Salary. No salary will be paid to a Member for the performance of his or her duties under this Agreement unless the salary has been approved in writing by a Majority of the Members.

6.3 Legal and Accounting Services. The Company may obtain legal and accounting services to the extent reasonably necessary for the conduct of the Company's business.

SECTION 7

BOOKS OF ACCOUNT, ACCOUNTING REPORTS, TAX RETURNS,

FISCAL YEAR, BANKING

7.1 Method of Accounting. The Company will use the method of accounting previously determined by the Members for financial reporting and tax purposes.

7.2 Fiscal Year; Taxable Year. The fiscal year and the taxable year of the Company is the calendar year.

7.3 Capital Accounts. The Company will maintain a Capital Account for each Member on a cumulative basis in accordance with federal income tax accounting principles.

7.4 Banking. All funds of the Company will be deposited in a separate bank account or in an account or accounts of a savings and loan association in the name of the Company as determined by a Majority of the Members. Company funds will be invested or deposited with an institution, the accounts or deposits of which are insured or guaranteed by an agency of the United States government.

SECTION 8

TRANSFER OF MEMBERSHIP INTEREST

8.1 Sale or Encumbrance Prohibited. Except as otherwise permitted in this Agreement, no Member may voluntarily or involuntarily transfer, sell, convey, encumber, pledge, assign, or otherwise dispose of (collectively, "Transfer") an interest in the Company without the prior written consent of a majority of the other nontransferring Members determined on a per capita basis.

8.2 Right of First Refusal. Notwithstanding Section 8.1, a Member may transfer all or any part of the Member's interest in the Company (the "Interest") as follows:

8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer").

8.2.2 For a period of 30 days after receipt of the Notice, the Members may acquire all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest.

8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the closing will not be less than 45 days after expiration of the 30‑day notice period.

8.2.4 If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30‑day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not closed within six months after the expiration of the 30‑day period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be sold or conveyed.

8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the Interests of the other Members of the Company in accordance with the provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the Company as a limited liability company.

8.3 Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:

(1) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and

(2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.

8.4 Death, Incompetency, or Bankruptcy of Member. On the death, adjudicated incompetence, or bankruptcy of a Member, unless the Company exercises its rights under Section 8.5, the successor in interest to the Member (whether an estate, bankruptcy trustee, or otherwise) will receive only the economic right to receive distributions whenever made by the Company and the Member's allocable share of taxable income, gain, loss, deduction, and credit (the "Economic Rights") unless and until a majority of the other Members determined on a per capita basis admit the transferee as a fully substituted Member in accordance with the provisions of Section 8.3.

8.4.1 Any transfer of Economic Rights pursuant to Section 8.4 will not include any right to participate in management of the Company, including any right to vote, consent to, and will not include any right to information on the Company or its operations or financial condition. Following any transfer of only the Economic Rights of a Member's Interest in the Company, the transferring Member's power and right to vote or consent to any matter submitted to the Members will be eliminated, and the Ownership Interests of the remaining Members, for purposes only of such votes, consents, and participation in management, will be proportionately increased until such time, if any, as the transferee of the Economic Rights becomes a fully substituted Member.

8.5 Death Buy Out. Notwithstanding the foregoing provision of Section 8, the Members covenant and agree that on the death of any Member, the Company, at its option, by providing written notice to the estate of the deceased Member within 180 days of the death of the Member, may purchase, acquire, and redeem the Interest of the deceased Member in the Company pursuant to the provision of Section 8.5.

8.5.1 The value of each Member's Interest in the Company will be determined on the date this Agreement is signed, and the value will be endorsed on Schedule 3 attached and made a part of this Agreement. The value of each Member's Interest will be redetermined unanimously by the Members annually, unless the Members unanimously decide to redetermine those values more frequently. The Members will use their best efforts to endorse those values on Schedule 3. The purchase price for a decedent Member's interest conclusively is the value last determined before the death of such Member; provided, however, that if the latest valuation is more than two years before the death of the deceased Member, the provisions of Section 8.5.2 will apply in determining the value of the Member's Interest in the Company.

8.5.2 If the Members have failed to value the deceased Member's Interest within the prior two‑year period, the value of each Member's Interest in the Company on the date of death, in the first instance, will be determined by mutual agreement of the surviving Members and the personal representative of the estate of the deceased Member. If the parties cannot reach an agreement on the value within 30 days after the appointment of the personal representative of the deceased Member, then the surviving Members and the personal representative each must select a qualified appraiser within the next succeeding 30 days. The appraisers so selected must attempt to determine the value of the Company Interest owned by the decedent at the time of death based solely on their appraisal of the total value of the Company's assets and the amount the decedent would have received had the assets of the Company been sold at that time for an amount equal to their fair market value and the proceeds (after payment of all Company obligations) were distributed in the manner contemplated in Section 8. The appraisal may not consider and discount for the sale of a minority Interest in the Company. In the event the appraisers cannot agree on the value within 30 days after being selected, the two appraisers must, within 30 days, select a third appraiser. The value of the Interest of the decedent in the Company and the purchase price of it will be the average of the two appraisals nearest in amount to one another. That amount will be final and binding on all parties and their respective successors, assigns, and representatives. The costs and expenses of the third appraiser and any costs and expenses of the appraiser retained but not paid for by the estate of the deceased Member will be offset against the purchase price paid for the deceased Member's Interest in the Company.

8.5.3 Closing of the sale of the deceased Member's Interest in the Company will be held at the office of the Company on a date designated by the Company, not be later than 90 days after agreement with the personal representative of the deceased Member's estate on the fair market value of the deceased Member's Interest in the Company; provided, however, that if the purchase price are determined by appraisals as set forth in Section 8.5.2, the closing will be 30 days after the final appraisal and purchase price are determined. If no personal representative has been appointed within 60 days after the deceased Member's death, the surviving Members have the right to apply for and have a personal representative appointed.

8.5.4 At closing, the Company will pay the purchase price for the deceased Member's Interest in the Company. If the purchase price is less than $1,000.00, the purchase price will be paid in cash; if the purchase price is $1,000.00 or more, the purchase price will be paid as follows:

(1) $1,000.00 in cash, bank cashier's check, or certified funds;

(2) The balance of the purchase price by the Company executing and delivering its promissory note for the balance, with interest at the prime interest rate stated by primary banking institution utilized by the Company, its successors and assigns, at the time of the deceased Member's death. Interest will be payable monthly, with the principal sum being due and payable in three equal annual installments. The promissory note will be unsecured and will contain provisions that the principal sum may be paid in whole or in part at any time, without penalty.

8.5.5 At the closing, the deceased Member's estate or personal representative must assign to the Company all of the deceased Member's Interest in the Company free and clear of all liens, claims, and encumbrances, and, at the request of the Company, the estate or personal representative must execute all other instruments as may reasonably be necessary to vest in the Company all of the deceased Member's right, title, and interest in the Company and its assets. If either the Company or the deceased Member's estate or personal representative fails or refuses to execute any instrument required by this Agreement, the other party is hereby granted the irrevocable power of attorney which, it is agreed, is coupled with an interest, to execute and deliver on behalf of the failing or refusing party all instruments required to be executed and delivered by the failing or refusing party.

8.5.6 On completion of the purchase of the deceased Member's Interest in the Company, the Ownership Interests of the remaining Members will increase proportionately to their then‑existing Ownership Interests.

SECTION 9

DISSOLUTION AND WINDING UP OF THE COMPANY

9.1 Dissolution. The Company will be dissolved on the happening of any of the following events:

9.1.1 Sale, transfer, or other disposition of all or substantially all of the property of the Company;

9.1.2 The agreement of all of the Members;

9.1.3 By operation of law; or

9.1.4 The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

9.2 Winding Up. On the dissolution of the Company (if the Company is not continued), the Members must take full account of the Company's assets and liabilities, and the assets will be liquidated as promptly as is consistent with obtaining their fair value, and the proceeds, to the extent sufficient to pay the Company's obligations with respect to the liquidation, will be applied and distributed, after any gain or loss realized in connection with the liquidation has been allocated in accordance with Section 3 of this Agreement, and the Members' Capital Accounts have been adjusted to reflect the allocation and all other transactions through the date of the distribution, in the following order:

9.2.1 To payment and discharge of the expenses of liquidation and of all the Company's debts and liabilities to persons or organizations other than Members;

9.2.2 To the payment and discharge of any Company debts and liabilities owed to Members; and

9.2.3 To Members in the amount of their respective adjusted Capital Account balances on the date of distribution; provided, however, that any then‑outstanding Default Advances (with interest and costs of collection) first must be repaid from distributions otherwise allocable to the Defaulting Member pursuant to Section 9.2.3.

SECTION 10

GENERAL PROVISIONS

10.1 Amendments. Amendments to this Agreement may be proposed by any Member. A proposed amendment will be adopted and become effective as an amendment only on the written approval of all of the Members.

10.2 Governing Law. This Agreement and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of Connecticut (without regard to principles of conflicts of law).

10.3 Entire Agreement; Modification. This Agreement constitutes the entire understanding and agreement between the Members with respect to the subject matter of this Agreement. No agreements, understandings, restrictions, representations, or warranties exist between or among the members other than those in this Agreement or referred to or provided for in this Agreement. No modification or amendment of any provision of this Agreement will be binding on any Member unless in writing and signed by all the Members.

10.4 Attorney Fees. In the event of any suit or action to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided.

10.5 Further Effect. The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement.

10.6 Severability. If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the balance of the Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the intent of the parties as evidenced by the terms of this Agreement.

10.7 Captions. The captions used in this Agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement.

10.8 Notices. All notices required to be given by this Agreement will be in writing and will be effective when actually delivered or, if mailed, when deposited as certified mail, postage prepaid, directed to the addresses first shown above for each Member or to such other address as a Member may specify by notice given in conformance with these provisions to the other Members.

IN WITNESS WHEREOF, the parties to this Agreement execute this Operating Agreement as of the date and year first above written.

MEMBERS:

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

--------------------------------------------------------------------------------

Listing of Members – Schedule 1

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR _______________________________, L.L.C.

LISTING OF MEMBERS

As of the _____ day of _________________, 20_____, the following is a list of Members of the Company:

NAME: ADDRESS:

_______________________________ __________________________________

__________________________________

__________________________________

_______________________________ __________________________________

__________________________________

__________________________________

_______________________________ __________________________________

__________________________________

__________________________________

_______________________________ __________________________________

__________________________________

__________________________________

Authorized by Member(s) to provide Member Listing as of this _____ day of _________________, 20_____.

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

--------------------------------------------------------------------------------

Listing of Capital Contributions – Schedule 2

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR _______________________________, L.L.C.

CAPITAL CONTRIBUTIONS

Pursuant to ARTICLE 2, the Members’ initial contribution to the Company capital is stated to be $________________. The description and each individual portion of this initial contribution is as follows:

NAME: CONTRIBUTION: % OWNERSHIP:

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

SIGNED AND AGREED this_____ day of _________________, 20_____.

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

--------------------------------------------------------------------------------

Listing of Valuation of Members Interest – Schedule 3

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR _______________________________, L.L.C.

VALUATION OF MEMBERS INTEREST

Pursuant to ARTICLE 8, the value of each Member’s interest in the Company is endorsed as follows:

NAME: VALUATION ENDORSEMENT

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

SIGNED AND AGREED this _____ day of _________________, 20_____.

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

__________________________________ __________________________________

Printed/Typed Name Signature

--------------------------------------------------------------------------------



Do you want this form for another state? Select one: AL, AK, AZ, AR, CA, CO, CT, DE, DC, FL, GA, HI, ID, IL, IN, IA, KS, KY, LA, ME, MD, MA, MI, MN, MS, MO, MT, NE, NV, NH, NJ, NM, NY, NC, ND, OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VT, VA, WA, WV, WI, WY



http://www.ilrg.com/forms/llc-opag-man/us/ct

Boilerplate Connecticut Manager Managed LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR

_______________________________________

[Insert Name of LLC]

A Manager-Managed Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) is made and entered into this _________________ day of ________________, 20___ by: [insert name(s) of Manager(s)] _______________________________________________________________________

_______________________________________________________________________

and each individual or business entity later subsequently admitted to the Company. These individuals and/or business entities shall be known as and referred to as “Members” and individually as a “Member.”

[Insert Member names]

 

As of this date the Members, through their agent, ________________, ___________________ have formed the __________________ Limited Liability Company named above under the laws of the State of Connecticut. Accordingly, in consideration of the conditions contained herein, they agree as follows:

ARTICLE I

Company Formation and Registered Agent

1.1 FORMATION. The Members hereby form a Limited Liability Company (“Company”) subject to the provisions of the Limited Liability Company Act as currently in effect as of this date. A Certificate of Formation shall be filed with the Secretary of State.

1.2 NAME. The name of the Company shall be: ______________________________, L.L.C.

1.3 REGISTERED OFFICE AND AGENT. The location of the registered office of the Company shall be:

1.4 TERM. The Company shall continue for a period [insert term length] ________________ unless dissolved by: ____________________________________________________________.

(a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or (b) Any event which makes it unlawful for the business of the Company to be carried on by the Members; or

(c) The death, resignation, expulsion, bankruptcy, retirement of a Member or the occurrence of any other event that terminates the continued membership of a Member of the Company; or

(d) Any other event causing a dissolution of a Limited Liability Company under the laws of the State of Connecticut.

1.5 CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.4, in the event of an occurrence described in ARTICLE 1.4(c), if there are at least two remaining Members, said remaining Members shall have the right to continue the business of the Company. Such right can be exercised only by the unanimous vote of the remaining Members within ninety (90) days after the occurrence of an event described in ARTICLE 1.4(c). If not so exercised, the right of the Members to continue the business of the Company shall expire.

1.6 BUSINESS PURPOSE. The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be formed under the Limited Liability statutes of the State of Connecticut.

1.7 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the Company shall be: [insert principal place of business address]  or at such other place as the Managers from time to time select.

1.8 THE MEMBERS. The name and place of residence of each member are contained in Exhibit 2 attached to this Agreement.

1.9 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in the Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company without the prior unanimous written consent of the Members.

ARTICLE 2

Capital Contributions

2.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company capital as described in Exhibit 3 attached to this Agreement. The agreed value of such property and cash is $ [insert amount] ___________.

2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be obligated to make any additional contribution to the Company’s capital.

ARTICLE 3

Profits, Losses and Distributions

3.1 PROFITS/LOSSES. For financial accounting and tax purposes the Company’s net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member’s relative capital interest in the Company as set forth in Exhibit 2 as amended from time to time in accordance with Treasury Regulation 1.704-1.

3.2 DISTRIBUTIONS. The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Managers. Distributions in liquidation of the Company or in liquidation of a Member’s interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified

income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).

ARTICLE 4

Management

4.1 MANAGEMENT OF THE BUSINESS. The name and place of residence of each Manager is attached as Exhibit 1 of this Agreement. By a vote of the Members holding a majority of the capital interests in the Company, as set forth in Exhibit 2 as amended from time to time, shall elect so many Managers as the Members determine, but no fewer than one, with one Manager elected by the Members as Chief Executive Manager.

4.2 MEMBERS. The liability of the Members shall be limited as provided under the laws of the Connecticut Limited Liability statutes. Members that are not Managers shall take no part whatever in the control, management, direction, or operation of the Company’s affairs and shall have no power to bind the Company. The Managers may from time to time seek advice from the Members, but they need not accept such advice, and at all times the Managers shall have the exclusive right to control and manage the Company. No Member shall be

an agent of any other Member of the Company solely by reason of being a Member.

4.3 POWERS OF MANAGERS. The Managers are authorized on the Company’s behalf to make all decisions as to (a) the sale, development lease or other disposition of the Company’s assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management of all or any part of the Company’s assets; (d) the borrowing of money and the granting of security interests in the Company’s assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company’s assets; (f ) the compromise or release of any of the Company’s claims or debts; and, (g) the employment of persons, firms or corporations for the operation and management of the company’s business. In the exercise of their management powers, the Managers are authorized to execute and deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company’s assets; (b) all checks, drafts and other orders for the payment of the Company’s funds; (c) all promissory notes, loans, security agreements and other similar documents; and, (d) all other instruments of any other kind relating to the Company’s affairs, whether like or unlike the foregoing.

4.4 CHIEF EXECUTIVE MANAGER. The Chief Executive Manager shall have primary responsibility for managing the operations of the Company and for effectuating the decisions of the Managers.

4.5 NOMINEE. Title to the Company’s assets shall be held in the Company’s name or in the name of any nominee that the Managers may designate. The Managers shall have power to enter into a nominee agreement with any such person, and such agreement may contain provisions indemnifying the nominee, except for his willful misconduct.

4.6 COMPANY INFORMATION. Upon request, the Managers shall supply to any member information regarding the Company or its activities. Each Member or his authorized representative shall have access to and may inspect and copy all books, records and materials in the Manager’s possession regarding the Company or its activities. The exercise of the rights contained in this ARTICLE 4.6 shall be at the requesting Member’s expense.

4.7 EXCULPATION. Any act or omission of the Managers, the effect of which may cause or result in loss or damage to the Company or the Members if done in good faith to promote the best interests of the Company, shall not subject the Managers to any liability to the Members.

4.8 INDEMNIFICATION. The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of “no lo Contendere” or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.

4.9 RECORDS. The Managers shall cause the Company to keep at its principal place of business the following:

(a) a current list in alphabetical order of the full name and the last known street address of each Member;

(b) a copy of the Certificate of Formation and the Company Operating Agreement and all amendments;

(c) copies of the Company’s federal, state and local income tax

returns and reports, if any, for the three most recent years;

(d) copies of any financial statements of the limited liability company for the three most recent years.

ARTICLE 5

Compensation

5.1 MANAGEMENT FEE. Any Manager rendering services to the Company shall be entitled to compensation commensurate with the value of such services.

5.2 REIMBURSEMENT. The Company shall reimburse the Managers or Members for all direct out-of-pocket expenses incurred by them in managing the Company.

ARTICLE 6

Bookkeeping

6.1 BOOKS. The Managers shall maintain complete and accurate books of account of the Company’s affairs at the Company’s principal place of business. Such books shall be kept on such method of accounting as the Managers shall select. The company’s accounting period shall be the calendar year.

6.2 MEMBER’S ACCOUNTS. The Managers shall maintain separate capital and distribution accounts for each member. Each member’s capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and shall consist of his initial capital contribution increased by:

(a) any additional capital contribution made by him/her;

(b) credit balances transferred from his distribution account to his capital account;

and decreased by:

(a) distributions to him/her in reduction of Company capital;

(b) the Member’s share of Company losses if charged to his/her capital account.

6.3 REPORTS. The Managers shall close the books of account after the close of each calendar year, and shall prepare and send to each member a statement of such Member’s distributive share of income and expense for income tax reporting purposes.

ARTICLE 7

Transfers

7.1 ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of all or any part of his interest in the Company, such Member shall first make a written offer to sell such interest to the other Members at a price determined by mutual agreement. If such other Members decline or fail to elect such interest within thirty (30) days, and if the sale or assignment is made and the Members fail to approve this sale or assignment unanimously then, pursuant to the Connecticut Limited Liability statutes, the purchaser or assignee shall have no right to participate in the management of the business and affairs of the Company. The purchaser or assignee shall only be entitled to receive the share of the profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled.

Signed and Agreed this ________ day of _______________ 20____.

Member____________________ Member__________________________

--------------------------------------------------------------------------------

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR ________________________________, L.L.C.

LISTING OF MANAGERS

By a majority vote of the Members the following Managers were elected to operate the Company pursuant to ARTICLE 4 of the Agreement:

_____________________________

Chief Executive Manager

_____________________________

Printed Name:

_____________________________

Address Line 1

_____________________________

Address Line 2

_____________________________

Title:

_____________________________

Printed Name:

_____________________________

Address Line 1

_____________________________

Address Line 2

_____________________________

Title:

_____________________________

Printed Name:

_____________________________

Address Line 1

_____________________________

Address Line 2

_____________________________

Title:

_____________________________

Printed Name:

_____________________________

Address Line 1

_____________________________

Address Line 2

_____________________________

Title:

_____________________________

Printed Name:

_____________________________

Address Line 1

_____________________________

Address Line 2

_____________________________

Title:

_____________________________

Printed Name:

_____________________________

Address Line 1

_____________________________

Address Line 2

The above listed Manager(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation.

Signed and Agreed this ___________ day of ______________, 20__.

_____________________________

Member

_____________________________

Member

--------------------------------------------------------------------------------

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR ________________________________, L.L.C.

LISTING OF MEMBERS

As of the ______ day of _____________, 20__ the following is a list

of Members of the Company:

NAME: ADDRESS:

_______________________ ______________________________

______________________________

______________________________

_______________________ ______________________________

______________________________

______________________________

Authorized by Member(s) to provide Member Listing as of this _____ day of _______________, 20__

_______________________________

Member

_______________________________

Member

--------------------------------------------------------------------------------

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR ________________________________, L.L.C.

CAPITAL CONTRIBUTIONS

Pursuant to ARTICLE 2, the Members’ initial contribution to the Company capital is stated to be $____________. The description and each individual portion of this initial contribution is as follows:

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

SIGNED AND AGREED this _____ day of ________________, 20____.

____________________________________

Member

____________________________________

Member

--------------------------------------------------------------------------------



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 A Traders Tax Responsibilities



Colin M. Cody, CPA, CMA
TraderStatus.com LLC
6004 Main Street
Trumbull, Connecticut 06611-2400

(203) 268-7000



The CPA, Never Underestimate The Value


 

 
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