Operating Agreement Template - Manager-Managed Limited Liability Company Page 11
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36(a)
A Member’s Capital Account will be increased by that Member’s Capital
Contributions, that Member’s share of Profits, and any items in the nature of income or gain that
are specially allocated to that Member under Article IV.
(b)
A Member’s Capital Account will be increased by the amount of any
Company liabilities assumed by that Member subject to and in accordance with the provisions of
Treasury Reg. §1.704-1(b)(2)(iv)(c).
(c)
A Member’s Capital Account will be decreased by: (a) the amount of cash
distributed to that Member; (b) the Fair Market Value of any property of the Company so
distributed, net of liabilities secured by the distributed property that the distributee Member is
considered to assume or to be subject to under IRC §752; and (c) the amount of any items in the
nature of expenses or losses that are specially allocated to that Member under Article IV.
(d)
A Member’s Capital Account will be reduced by the Member’s share of
any expenditures of the Company described in IRC §705(a)(2)(B) or which are treated as IRC
§705(a)(2)(B) expenditures under Treasury Reg. §1.704-1(b)(2)(iv)(i) (including syndication
expenses and losses nondeductible under IRC §267(a)(1) or 707(b)).
(e)
If any Economic Interest (or portion thereof) is Transferred, the transferee
of the Economic Interest or portion will succeed to the transferor’s Capital Account
corresponding to the interest or portion.
(f)
The principal amount of a promissory note that is not readily traded on an
established securities market and that is contributed to the Company by the maker of the note
will not be included in the Capital Account of any Person until the Company makes a taxable
disposition of the note or until (and to the extent) principal payments are made on the note, all in
accordance with Treasury Reg. §1.704-1(b)(2)(iv)(d)(2).
(g)
Each Member’s Capital Account will be increased or decreased as
necessary to reflect a revaluation of the Company’s property assets in accordance with the
requirements of Treasury Reg. §§1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2)(iv)(g), including the
special rules under Treasury Reg. §1.701-1(b)(4), as applicable.
The provisions of this
Agreement respecting the maintenance of Capital Accounts are intended to comply with
Treasury Reg. §1.704-1(b) and will be interpreted and applied in a manner consistent with those
Regulations.
3.6
A Member will not be entitled to withdraw any part of the Member’s Capital
Contribution or to receive any distributions, whether of money or property, from the Company
except as provided in this Agreement.
3.7.
No interest will be paid on Capital Contributions or on the balance of a Member’s
Capital Account.
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