Operating Agreement Of Llc Page 9
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17c.
Tax Matters Partner.
______________ [Instructions: Insert the member’s
name that will be responsible for tax matters] shall be designated as the Tax Matters Partner
for purposes of IRC to represent Company, at Company’s expense, in connection with all
examinations of Company affairs by tax authorities and to expend Company funds for
professional services and associated costs.
d.
Fiscal Year. The fiscal year end of Company for financial reporting and for
federal income tax purposes will be ______________. [Instructions: Insert the fiscal year end
date]
e.
Tax Returns. The Members will cause to be prepared at least annually, at
Company's expense, information necessary for the preparation of the Members’ federal and state
income tax returns. The Company will send or cause to be sent to each Member within
__________ (__) [Instructions: Insert the number of days after the end of a tax year that
members will receive tax returns] days after the end of each taxable year: (i) the information
necessary to complete federal and state income tax or information returns; and (ii) a copy of the
Company's federal, state, and local income tax or information returns for that year.
6.
TRANSFERS; NEW MEMBERS
a.
Assignment. Notwithstanding anything to the contrary in this Agreement, a
Member’s interest in the Company may be assigned only with the written consent of
__________ percent (___%) [Instructions: Insert the percentage of shares that must approve
an assignment of a member’s shares] of the Sharing Ratios of all Members.
b.
Substitution of Transferee as Member. Notwithstanding anything to the contrary
in this Agreement, no transferee, assignee, purchaser, designee, or legal representative of a
Member may become a Member without the written consent of __________ percent (___%)
[Instructions: Insert the percentage of shares that must approve a transferee as a new
member] of the Sharing Ratios of all Members. If consent is not granted, the transferee,
assignee, purchaser, designee, or legal representative of a Member, except as otherwise required
by law, shall have no right to participate in the management of the business and affairs of the
Company including any right to vote, and shall be entitled only to receive the economic right to
receive distributions made by the Company and the transferring Member’s allocable share of
taxable income, gain, loss, deduction, and credit (the “Economic Rights”) to which that Member
would otherwise be entitled and which was assigned. As further conditions to admission as a
Member, any transferee, assignee, purchaser, designee, or legal representative of a Member shall
(i) execute and deliver such instruments, in the form and substance satisfactory to the Members,
as the Members deem necessary or desirable to cause the transferee to become a Member
including the Membership Supplement and (ii) pay all reasonable expenses in connection with
admission as a Member, including but not limited to the cost of preparation and filing of the
Membership and any other amendment of this Agreement or the Articles or of taking any other
action necessary or desirable in connection therewith.
c.
Admission of New Members. Notwithstanding anything to the contrary in this
Agreement, additional persons may be admitted as Members of the Company upon the
9
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business