![]() The duty of care shall be limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law. The Members may delegate this responsibility to an Officer or a Manager at the Members' sole discretion.Ĭare. Notices shall be filed in accordance with the section titled "Notices" below. The Members shall be responsible for preparation, maintenance, filing and dissemination of all necessary returns, notices, statements, reports, minutes or other information to the Internal Revenue Service, the state of, and any other appropriate state or federal authorities or agencies. Should the Members agree to buy out the Membership Interest of the withdrawing Member, that Interest shall be paid for by the remaining Members, according to their existing Membership Interest(a "dissociated member") If a Member resigns, they should submit a notarized resignation letter to the Registered Agent. If a Member is removed involuntarily, it must be by vote recorded in the official minutes. Should a Member die, be declared incompetent, or withdraw from the Company voluntarily or involuntarily, the remaining Members will have the option to buy out that Member's Membership Interest in the Company. The Members shall look solely to the Company property for the return of their Initial Contribution, or value thereof, and if the Company property remaining after payment or discharge of the debts, liabilities or obligations of the Company is insufficient to return such Initial Contributions, or value thereof, no Member shall have any recourse against any other Member except as is expressly provided for by this Agreement or as otherwise allowed by law.ĭeath, Incompetency, Resignation or Termination of a Member. Except as otherwise provided for in this Agreement or otherwise required by law, no Member shall be personally liable for any acts, debts, liabilities or obligations of the Company beyond their respective Initial Contribution, including liability arising under a judgment, decree or order of a court. Any modifications as to the signatories' respective rights as to the receipt of their initial contributions must be set forth in writing signed by all interested parties. Except as expressly provided by this Agreement, or as required by law, no Member shall have any right to demand or receive the return of their Initial Contribution. No Member shall be entitled to interest on their Initial Contribution. The Initial Contributions of each shall be as described in Attachment A, Initial Contributions of the Members. Each Member shall make an Initial Contribution to the Company. ![]() The Company may change its registered office upon filing a statement with the Department of State. The Company's initial registered office is. The Company may change its registered office, its registered agent, or both, upon filing a statement with the Secretary of State. ![]() The Company's initial agent (the "Agent") for service of process is. ,, , or such other location as shall be selected from time to time by the Members. The location of the primary place of business of the Company is: To the extent that the rights or obligations of the Members or the Company under provisions of this Operating Agreement differ from what they would be under law absent such a provision, this Agreement, to the extent permitted under law, shall control. This is a Limited Liability Company Operating Agreement (the "Agreement") for, a limited liability company (the "Company") formed under and pursuant to law. ![]()
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