Operating Agreement Template - Manager-Managed Limited Liability Company Page 16
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36contribution, will be allocated solely for income tax purposes in the manner required or
permitted under IRC §704(c) using the “traditional” method described in Treasury Reg. §1.704-
3(b), except that any other method allowable under applicable Regulations may be used for any
contribution of property with respect to which there is agreement among the contributing
Member and the Manager (and, if the Manager and the contributing Member are Affiliates, a
Majority of Members who are not Affiliates of the Manager).
4.10. In the case of a Transfer of an Economic Interest during any fiscal year of the
Company, the Assigning Member and Assignee will each be allocated Profits or Losses based on
the number of days each held the Economic Interest during that fiscal year. If the Assigning
Member and Assignee agree to a different proration and advise the Manager of the agreed
proration before the date of the Transfer, Profits, or Losses from a Capital Event during that
fiscal year will be allocated to the holder of the Interest on the day the Capital Event occurred. If
an Assignee makes a subsequent Assignment, the Assignee will be considered an “Assigning
Member” with respect to the subsequent Assignee for purposes of these allocations.
4.11.
(a)
The Gross Asset Value of all Company property will be adjusted at the
following times: (1) on the acquisition of an interest or additional interest in the Company by any
new or existing Member in exchange for more than a de minimis Capital Contribution; (2) on the
distribution of money or other property (other than a de minimis amount) by the Company to a
Member as consideration for an Economic Interest in the Company; and (3) on the liquidation of
the Company within the meaning of Treasury Reg. §1.704-1(b)(2)(ii)(g), provided, however, that
adjustments under clauses (1) and (2) above will be made only in the event of a revaluation of
Company property under Article III, Section 3.5(g) in accordance with Treasury Reg. §1.704-
1(b)(2)(iv)(f).
(b)
The Gross Asset Value of Company property will be increased or
decreased to reflect adjustments to the adjusted tax basis of the property under IRC §§732, 733,
or 743, subject to the limitations imposed by IRC §755 and Treasury Reg §1.704-1(b)(2)(iv)(m).
(c)
If the Gross Asset Value of an item of property has been determined or
adjusted under Article I, Section 1.24, or subsection (a) or (b) of this Section 4.11, the Gross
Asset Value will be adjusted by the Book Depreciation, if any, taken into account with respect to
that property for purposes of computing Profits and Losses.
4.12. It is the intent of the Members that each Member’s allocated share of Company
Tax Items be determined in accordance with this Agreement to the fullest extent permitted by
IRC §704(b)-(c). Notwithstanding anything to the contrary in this Agreement, if the Company is
advised that, as a result of the adoption of new or amended regulations under IRC §704(b)-(c), or
the issuance of authorized interpretations, the allocations provided in this Agreement are unlikely
to be respected for federal income tax purposes, the Manager is granted the power to amend the
allocation provisions of this Agreement, on advice of accountants and legal counsel, to the
minimum extent necessary for the allocation provisions to be respected for federal income tax
purposes.
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