Fillable California Llc Operating Agreement Template (Page 9 of 16) in pdf

Company shall furnish to each Member information regarding the Company necessary for such

Member to complete such Member's federal and state income tax returns. The Company shall also

furnish a copy of the Company's tax returns to any Member requesting the same. On such

accounting being made, profits and losses during such Fiscal Year shall be ascertained and credited or

debited, as the case may be, in the books of account of the Company to the respective Members as

herein provided.

7.4 Filings. The Voting Members, at Company expense, shall cause the income tax returns

for the Company to be prepared and timely filed with the appropriate authorities. The Voting

Members, at Company expense, shall also cause to be prepared and timely filed with appropriate

federal and state regulatory and administrative bodies amendments to, or restatements of, the

Certificate and all reports required to be filed by the Company with those entities under the Act or

other then current applicable laws, rules, and regulations. If the Company is required by the Act to

execute or file any document and fails, after demand, to do so within a reasonable period of time or

refuses to do so, any Member may prepare, execute and file that document with the California

Secretary of State.

7.5 Bank Accounts. The Company shall maintain its funds in one or more separate bank

accounts in the name of the Company, and shall not permit the funds of the Company to be co-

mingled in any fashion with the funds of any other Person.

7.6 Tax Matters Partner. The Voting Members may, in their exclusive discretion, appoint,

remove and replace a Tax Matters Partner at any time or times. The Voting Members shall from time

to time cause the Company to make such tax elections as they deem to be in the interests of the

Company and the Members generally. The Tax Matters Partner, as defined in Internal Revenue Code

Section 6231, shall represent the Company (at the Company's expense) in connection with all

examinations of the Company's affairs by tax authorities, including resulting judicial and

administrative proceedings, and shall expend the Company funds for professional services and costs

associated therewith.

ARTICLE VIII

DISSOLUTION AND WINDING UP

8.1 Dissolution. The Company shall be dissolved, its assets shall be disposed of, and its

affairs wound up on the first to occur of: the entry of a decree of judicial dissolution pursuant to the

Act; or the unanimous approval of the Voting Members.

8.2 Winding Up. On the occurrence of an event specified in Section 8.1, the Company shall

continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets

and satisfying the claims of its creditors. The Voting Members shall be responsible for overseeing the

winding up and liquidation of Company, shall take full account of the assets and liabilities of

Company, shall cause such assets to be sold or distributed, and shall cause the proceeds therefrom, to

the extent sufficient therefor, to be applied and distributed as provided in Section 9.4. The Voting

Members shall give written notice of the commencement of winding up by mail to all known

creditors and claimants whose addresses appear on the records of the Company. The Members shall

be entitled to reasonable compensation for such services.

8.3 Distributions in Kind. Any noncash assets distributed to the Members shall first be

valued at their fair market value to determine the profit or loss that would have resulted if such assets

were sold for such value. Such profit or loss shall then be allocated pursuant to this Agreement, and

the Members' Capital Accounts shall be adjusted to reflect such allocations. The amount distributed

and charged against the Capital Account of each Member receiving an interest in a distributed asset

shall be the fair market value of such interest (net of any liability secured by such asset that such

Member assumes or takes subject to). The fair market value of such asset shall be determined by the

California Llc Operating Agreement Template Page 9

Related Articles

Related forms

Related Categories