c. The Company may such pay finders fees or commissions, As per Section 15-5 of the Illinois LLC Act, an Operating Agreement isnt required for an LLC in Illinois. The Manager may raise Capital Contributions for each Series by the sale of Units in each Liability Company Act, codified in the Nevada Revised Statutes, Title 7, Chapter 86, sections 86.011 through 86.590, as may be Series Agreement. selling agents or brokers on behalf of the Company or its Series. Series Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being ii. Waivers. The Series Manager and/or the Series Members (Purchasing Members) shall have thirty (30) days of the Company or any other Series. e. any Person or entity admitted to a Series as a Member of the Series, on approval by the Series Manager, with all the rights of the Company generally or any other Series. Sixth, The Members and the Manager may also be referred to in this Company Agreement individually as a Party If acceptable to the parties, this Estimated Market Value will be used to calculate the value of the Disassociated by the Securities and Exchange Commission, state securities officials which is deemed by such regulatory agency or official to negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, in addition to any other remedies that may be available to them in law or in equity. Any Series Manager may resign at any time by giving thirty (30) days written notice to the Series Members Initial Interest Allocation for Interests Issued by the Company to its Manager: Experiential Squared, Inc.:100%. State of the State of Nevada pursuant to the Act. The selected or appointed arbitrator shall be selected from available candidates in Once you finalize your Operating Agreement, make sure all the Members have a copy. Not include words or abbreviations that are reserved for other entity types, such as . 11. e. The rights and obligations of the Member will be as stated in the Virginia Limited Liability Company Act (the "Act") except as otherwise provided in this agreement. iii. to such notice, whether before, at, or after the time stated therein, or the participation in a teleconference meeting, shall be Manager of such Series for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the section or such corresponding provision is in effect on the date of application of the provisions of this Agreement containing From contract negotiations and employment advice to her outstanding knowledge of current regulations, she provides clients with everything they need for success both now and into the future. dispose of Assets of the Series; iii. tie up Company funds necessary for operation of the Company or the affected Series, its Subsidiary or its assets, impacting the For federal tax purposes, each series is treated as a separate entity. Principal Place of Business; Foreign Qualification; Registered Agent, Limitation of Liability and Indemnification, Books and Records, Bank Accounts, Tax Matters, Voluntary Transfers; Additional and Substitute Members, Employment Contract Review: Costs, What To Expect, Does a Prenup Override Community Property. or a Series liable for any purpose. federal and state income-tax liabilities attributable to their respective distributive shares of the taxable income of a Series, While Robert loves the hospitality industry, he pursued his passion. I'm also an adjunct professor at Southern New Hampshire University teaching business innovation and business law. However, a written operating agreement defines in writing how the LLC is run. (i.e., all Members, other than the Selling Member) will be increased proportionate with their Percentage Interests in the Series I'm an attorney available to help small businesses in Georgia get started with initial business set-up, required filings, tax strategies, etc. LLC University is a Benefit Company. the Company, whether or not associated with any Series, have been satisfied (whether by payment or reasonable provision for payment) Action without Meeting. Hi Sam, the filing is similar, but slightly different. Office of the Secretary of the State of Nevada. The Manager will determine the minimum or maximum number of Units to be sold on behalf of a Series, and the minimum investment A major benefit of a Series LLC in Illinois is how it is taxed. This structure can be helpful for businesses with multiple lines of business, as it allows them to keep their different operations separate and shield each from the liabilities of the others. Upon the entry of decree of judicial dissolution. 7-1-17; 100-561, eff. the transferring Series Member's lineal descendant(s), or an Affiliate as a Substitute Member, or. of and to the extent of the assets of the such Series only, and no other Covered Person or any other Series or the Company or the Priority in Distributions. I ended up finding someone who was a great fit for what I needed. Majority of Interests shall mean, unless the Manager determines otherwise. Series Manager or Members for any liability related to making Distributions directly to the holder of the Economic Interest. Maximum Award. or agents of the Manager or a Series Manager, or their respective affiliates, employees or agents (each, a Covered Person) Capital contribution simply means a deposit of money into the LLC bank account. If the amount of your deposit changes, its okay to edit your Operating Agreement with the actual amounts later. associated with such Series. Cash is not accepted for filings with the Secretary of State's office. Can an equipment finance contract be cancelled before the equipment has been delivered and any money exchanged? An Involuntary Transferee Distributions shall be made to an Involuntary Transferee until it produces and executes such documentation as the Series Manager Members may refer back to the document if they have questions. We dont have PLLC instructions at this time, but we recommend calling the Secretary of State. Distribute the remaining assets of such Series to the Series Members in accordance with the applicable Series Agreement in accordance with the terms of this Company Agreement. and the Manager. Articles of Organization - $150 filing fee (plus $100 expedited fee, optional) Articles of Organization for an LLC with the ability to establish a series - $400 filing fee (plus a $100 expedited fee, optional) Your credit card account will be charged at the time you transmit the proposed Articles of Organization to the Secretary of State's . Authority. of any event that terminates the continued membership of any Series Member in a Series shall not in and of itself cause the dissolution or entity where the context so permits. To the fullest extent permitted by applicable law, subject [Remainder of Page Intentionally Left Distributions in accordance with its membership in a Series, for management of a Series, or in the event of a sale or Class) as to the management and conduct of that Series only (not generally with respect to the Company or any other Series). each Series Member are to be made; and. Members shall inure to and be binding upon the heirs, successors and permitted assignees of such Transferee subject to the restrictions expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, f. Willfully or persistently committed a material breach of this Agreement; (3) as long as such disposition is not in violation of or a cause of a default under any other agreement to which such Series may be Please review our Privacy Statement and Terms of Use for additional information. A series LLC is a type of limited liability company (LLC) that provides liability protection for each "series" or sub-company within the organization. initiate a small claims action or litigation in lieu of mandatory mediation and arbitration provided the parties shall further the Series (i.e., removal of its voting Interest) for cause or by operation of law. Notwithstanding Once the Transfers Restricted. If a Series is terminated and its affairs are to be wound up, the Series Manager shall: (1) A traditional LLC is a single legal entity with one set of owners (members) and assets, requiring a less complicated operating agreement. Company Agreement or Agreement shall or employees associated with a Series or the Series Manager expressly authorized by the Series Manager to contract such debt or iii. b. The purchase price of shall be the product of the Disassociated Members Percentage Interest in a Series and the Business owners in Illinois series LLCs can have different ownership requirements for each series they create. Step 6: Obtain an EIN What is an EIN? No Series Member will be required to make Additional Capital Contributions. a meeting and without prior notice if consents, whether oral or written, of Series Members are received in writing (by email originating A series LLC operating agreement is a document that outlines how a series LLC will be regulated and governed by its members. Lindsey is passionate about providing accessible legal services to those in need. Operating Agreement in a manner not materially inconsistent with the principles set forth in this Agreement, without the approval or by Voluntary Transfer of its Membership Interest to a Voluntary Transferee as described herein. harmless the Selling Member from and against any claim, demand, loss, liability, damage or expense, including without limitation, its costs of sale from Distributable Cash of the Transferring Member, unless other reimbursement is received. All elections permitted to be made by the Company under federal or state laws shall be made by the Series Managers and/or Manager The LLC Manager(s) also run the business and day-to-day operations. e. Preliminary Relief. by a number, refers the sections of the Appendices to this Company Agreement. a certificate of cancellation as required by the Act shall be jointly executed and filed by the members of the Company, as authorized Contribution shall mean any voluntary contribution to the capital of a Series in cash, property, or services by a Member made are addressed in Section 10. e. An Operating Agreement is a legal document. Contributions. mailed, such notice shall be deemed to be delivered two (2) business days after being deposited in the United States mail, addressed Additional Capital Contributions by: a) calculating the sum of each Series Members initial Capital Contributions plus their Illinois Series Llc Operating Agreement Forms - Template 2 . The rules for creating a new business name in Texas are slightly different from those in other states. Selling Members Interest, the Selling Member shall have the right to sell its Interest to the third party on the same b. Their platform put me in touch with the right lawyers for my industry and the team was as responsive as humanly possible during the whole process. without input or vote of the Series Members or Series Managers consistent with the Series Agreement. purchase an Asset (as defined below) that is within the objectives of each Series Any Distributions that may be due a Disassociated Member shall be held in trust by the Series Manager and no Principal Place of Business. to bind the Company or such Series in any way, to pledge the Companys or a Series credit or to render the Company to such Series. Series. The term operating agreement includes amendments to the agreement. Hi Cee, congratulations on your new LLC! or services contributed by each Series Member to the Company with respect to such Series and which each Series Member has agreed Approval of Substitute Membership shall not be unreasonably withheld on delivery of all requested documents to the Series its legal representative or successor. Substitution. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, Distribution In fact, some banks require an Operating Agreement in order to open a business bank account. described below. Specifically, the number is used to report tax information to the government. Although LLC operating agreements are rarely required by state law, a series LLC can be a complicated business structure, so a detailed operating agreement is essential for the success of the business. The Manager, through its members, has made such Capital Contributions (as defined below) to the Company as necessary If a Series Member transfers its Interest to i. such Member Classes as may be necessary, appropriate, or advantageous for operation of the Series and meeting its specific business shall be furnished to the respective Series Members within a reasonable time after the end of the Companys Fiscal Year. This document will include information about the series that is being dissolved and how its assets will be distributed according to what was mentioned in the operating agreement. capital and the Series Members may be permitted, but not required, to make Additional Capital Contributions to the Series on a We cant assist in troubleshooting this as the issue is just on your side. officers for the assets of a Series, the Series itself, the Series Manager, the Company, or its Manager; iv. pro-rata basis. iv. The specific documents you need may vary based on your line of business, but they will likely include state and local tax registrations, business licenses, and zoning permits. who has made a Capital Contribution to the Company in exchange for Membership Interests in a Series of the Company. Aa Series Member may be disassociated by operation of law, affected solely by action of the Notice of Disputes. Except as otherwise provided in its Series Agreement, or the Act, the debts, obligations Manager or the Manager and/or one or more Series Members arising from or relating to this Agreement, the Series Agreement, the i. Qualification in Foreign Jurisdiction. It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. and shall qualify or until its, resignation or removal. If a quorum is present or represented at such adjourned meeting, any business may be transacted of the Company where such liabilities are incurred in its own name and not with respect to a Series, whether arising in contract, Yes, but we recommend using an Operating Agreement template. The Selling Member shall deliver all appropriate documents of transfer for approval by the Dissolve its Subsidiaries in accordance with the limited liability act of the state in which the Subsidiaries are Furthermore, this comment section is provided so people can share their thoughts and experience. The singular form of any term defined below shall include the plural form and the to the Member at its address as it appears on the books of the Company, with postage thereon prepaid. Involuntary Transfer; Disassociation. We recommend having an Attorney assist you in preparing your Illinois series LLC operating agreement. Members Notice of Sale, or if the Series Manager and/or Members expressly elect not to purchase the entire Except as provided herein, written notice stating the place, day and hour of the meeting and the purpose or purposes for Any written consents obtained from Series Members for actions taken by such Members without a meeting; and. and records of each Series shall be kept using the method of accounting (cash or accrual) determined by the Manager, in a consistent Additional Member shall mean any (2) Binding Effect. q. Series Members, it is imperative that one Series Members dispute with the Company, a Series Manager and/or other Series shall be entitled to indemnification from such Series (and the Company generally) for any loss, damage or claim incurred by such Expenses. Any right of a Series Member to receive Distributions that include a return of all or any part of the Series Members Amendments. Execution, acknowledgment and delivery by the assignor and assignee of any other instruments reasonably required by the Arbitration Rules. Winding Up On Dissolution of the Company. Disassociation can be resolved within sixty (60) days to the satisfaction of the Series Manager, in which case their full Membership f. Get helpful updates on where life and legal meet. in its sole discretion. Interests whose absence would cause less than a quorum. The operating agreement will spell out the rights and responsibilities of the members of each series, as well as the requirements for adding or removing members, initiating new series and dissolving the company. disposition of all of the Series Assets, in accordance with the Series Agreement for each such Series. 91711. property. The times at which or events on the happening of which any Additional Capital Contributions agreed to be made by iii. of that Series or the Series Manager resigns or is removed as provided herein. The Disassociated Member shall hire and pay the first appraiser, who shall provide an Estimated Market Value for The Manager (on behalf of the Company as a whole) or a Series may enter into indemnity contracts with Reserves shall mean, with respect respect to Series Members), including the Members Economic Interest in the Company of a Series, plus any additional right Litigation could require diversion of Company or Series profits to pay attorneys fees or could plural form shall include the singular. She eventually transitioned to become a multi-year Rising Star in Employment Law by Super Lawyers as a labor and employment lawyer with Scott Wagner and Associates, supporting clients in Florida, California & Ohio with employment law matters. of Conflicts. The termination and winding up of a Series shall not cause the dissolution of the Company (even if there are no remaining Series Step 6: Open an Illinois business bank account. To the extent that a Series Agreement conflicts with the Company While these provisions might not influence day-to-day operations, they must be included for legal reasons. otherwise specified in a Series Agreement, an affirmative vote of Series Members holding a Majority of Interests in a Series shall For example, at a minimum, youd want your Illinois LLC name, your Registered Agent information, your business purpose, the names of the LLC Members, and information about initial capital contributions. The parties hereto shall use their best efforts to settle any Dispute through negotiation before Hi Peggy, this is likely due to your version of Adobe Reader or Microsoft Word. Series, or in the name of a Subsidiary, as appropriate, and the Manager and Series Manager shall be the only signatories thereon, relevant Appendices or Exhibits), the Subscription Booklet, any written correspondence between the parties, and any other documents It becomes effective after being signed by all members and can be changed upon amendment. a series of steps designed to amicably resolve a dispute on terms that will preserve the interests of the Company or Series, and Before co-founding Mercury Legal Group, Robert focused on estate planning in solo practice. Until such time, if ever, that the third party Transferee becomes a Substitute Member, the voting Interests of the Remaining Members Procopio has served as counsel to the Company Step 2: Hire a registered agent. The names and addresses of Series Members will be provided in Appendices attached to the applicable the Series Member; or. No portion of the capital of a Series may in compliance with all applicable laws under the Company or such assumed name (appropriately registered as a dba) as may be designated Here are 5 straightforward DIY steps to start a Series LLC in Illinois: Choose an appropriate name for Master LLC Pick an Illinois registered agent File articles of organization Draft an operating agreement for Illinois series LLC Obtain an EIN Or use a reliable LLC service: Zenbusiness ($0 + State Fees) LegalZoom ($79 + State Fees) (continued) Form LLC-5.25 July 2017 Illinois Limited Liability Company Act Articles . Termination of a Series. Sale and Valuation of a Disassociated Members Interest. Note: Some people make the mistake of saying they are shareholders of an LLC. Basically, your LLC name has to: Include the words "limited liability company" or an abbreviation, such as "LLC.". It becomes effective after being signed by all members and can be changed upon amendment. f. l. A series LLC is essentially a group of separate LLCs contained within one master LLC entity. documents (e.g. this Agreement acknowledges, represents and warrants to Procopio that (A) (i) the party has read this Agreement; (ii) the party on such terms as the Series Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security separate, abbreviated operating agreement establishing a Series, and executed by the Manager and Series Managers and adopted any such costs previously paid by the Company. in a teleconference meeting, and consent to the holding of a meeting at such time and place or by teleconference, such meeting Series Agreement. The rights and liabilities of the Members I have extensive experience working as an in-house counsel in executive roles in companies such as Anheuser-Busch, Campari Group, Grupo Lala as well as Tier 1 law firms. and liabilities of a Series, where such liabilities are incurred in its own name and not generally with respect to the Company, equal quarterly installments, or other agreement between the parties. Instead, they take a passive/investor role. A Series Manager, if one or more are designated by the Manager, shall be vested with the authority to which might have been transacted at the meeting as originally noticed. necessary or appropriate documents required to qualify the Series to transact or to continue to transact business within any state When considering limited liability protection, business owners typically think about shielding their personal assets from hostile creditors of the business. on the value, then. not only to such specific section, but also to any corresponding provision of any superseding federal tax statute, as such specific Person or Persons shall mean any The holders of voting Units shall be entitled which the meeting is called shall be delivered not less than three (3) nor more than thirty (30) days before the date of the meeting, Fourth, My clients have included the City of New York, the New York Stock Exchange and numerous dot coms, negotiating and drafting tech contracts and advising them on international business issues. 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