Texas Limited Liability Company Operating Agreement Page 7
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11(c) The current members must approve the certified appraiser used by exiting
member. Current members have 30 days to approve the exiting members
certified appraiser. If current members disapprove the certified appraiser, they
must show evidence to support their disapproval of the certified appraiser as a
vendor qualified to make the LLC business appraisal. Current members may not
stall the process by disapproving all certified appraisers.
(d) Upon completion of a certified appraiser placing a value on the LLC, a value
will be placed on exiting members’ interest according to exiting members’
percentage of membership interest.
(e) If current members disagree with the value placed on exiting members’
interest, current members must pay for a certified appraiser to value the LLC and
exiting members’ interest according to the same terms.
(f) Current members’ appraiser must be completed within 60 days or right of
current members to dispute the value of exiting members interest expires.
(g) Upon completion of current members certified appraiser, the exiting member
must approve the value placed on exiting members’ interest. Exiting member
has 30 days to approve this value.
(h) If exiting member does not approve current members’ appraiser value, the
value of the LLC will be determined by adding both parties’ values, then dividing
that value in half, then creating the value of the exiting members’ interest
according to the exiting members’ percentage of membership interest.
7.2
DISTRIBUTION OF EXITING MEMBERS INTEREST. Upon determination of
exiting members’ interest value, the value will be a debt of the LLC. The exiting
member will only be able to demand payment of this debt at dissolution of the
LLC or the following method:
(a) LLC will make timely payments.
(b) LLC will only be required to make payments towards exiting members’ debt if
LLC is profitable and passed income to current members.
(c) LLC must make a debt payment to exiting member if LLC passed income of
50% of the total determined value of the exiting members’ interest in one taxable
year. (Example: If exiting members’ value was $100,000 and current member(s)
received $50,000 taxable income in the taxable year, the LLC would owe a debt
payment to exiting member. If current member(s) only received $90,000 in
passed income, there would be no payment due.)
(d) Debt payment must be at least 10% of the value of the passed income to
current LLC members.
Operating Agreement - 7
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