To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).Ĥ.1 MANAGEMENT OF THE BUSINESS.This company shall be manager managed. Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2).
Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Managers. The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. For financial accounting and tax purposes the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company, and as amended from time to time in accordance with Treasury Regulation 1.704-1.ģ.2 DISTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be obligated to make any additional contribution to the Company's capital.ģ.1 PROFITS/LOSSES. The Members initially shall contribute to the Company capital and the company shall keep record of the amount each contributed.Ģ.2 ADDITIONAL CONTRIBUTIONS.
Except as otherwise expressly provided in the Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company without the prior unanimous written consent of the Members.Ģ.1 INITIAL CONTRIBUTIONS. Members are the owners of this company.ġ.8 ADMISSION OF ADDITIONAL MEMBERS. The name and place of residence of each member arelisted below at Certification of Members. The location of the principal place of business of the Company shall be as stated in the Articles of Organization or at a location as the Managersselect.ġ.7 THE MEMBERS. The Companyshall conduct any and all lawful business deemed appropriate to execute the company’s objectives.ġ.6 PRINCIPAL PLACE OF BUSINESS. Notwithstanding the provisions of ARTICLE 1.3, in the event of an occurrence described in ARTICLE 1.3(c), if there are at least one remaining Member(s), said remaining Member)s) shall have the right to continue the business of the Companyġ.5 BUSINESS PURPOSE. (c) Any other event causing dissolution of this Limited Liability Company under applicable state laws.ġ.4 CONTINUANCE OF COMPANY. (b) Any event which makes it unlawful for the business of the Company to be carried on by the Members or (a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution or The Company shall continue for a perpetual period. The locationand name of the registered agent shall be as stated in the Articles of Organization.ġ.3 TERM.
Articles of Organization shall be filed with the Secretary of State.ġ.2 REGISTERED OFFICE AND AGENT. The Members hereby form a Limited Liability Company ("Company") subject to the provisions of state law as currently in effect as of this date. Accordingly, in consideration of the conditions contained herein, he/she/they agree as follows:ġ.1 FORMATION. Therefore, all provisions of this document shall be construed consistent with the afore described intent of the Members. It is the Members express intention to create a limited liability company in accordance with the Act, as currently written or subsequently amended or redrafted. This Company Agreement of this MANAGER MANAGED LIMITED LIABILITY COMPANY organized pursuant to applicable state law, is entered into and shall become effective as of the Effective Date by and among the Company and the persons executing this Agreement as Members. LIMITED LIABILITY COMPANY OPERATING AGREEMENT
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