Effect of Filing Certificate of Cancellation or Equivalent. We recommend downloading the Operating Agreement in the other format (either PDF or .doc). A Series Member may be a Member of one or more Series. of the Company under article 708(b) of the Internal Revenue Code of 1986, as amended. and conditions as contained in the Notice of Sale, but if they dont; then. Percentage Interests in a Series, prioritized by Member Class, if applicable, or (b) in any other manner described in an applicable b. Interests in the assets of a Series to secure repayment of the borrowed sums. or in order to make a determination of Series Members on a specific date for any other purpose, the day immediately prior to the You could have an LLC without an Operating Agreement (but you shouldnt). mediation(s) by serving notice of the request to the other party(ies) for approval, and subject to qualification per the requirements contributions. You can also find the Operating Agreement in Google Docs format on this page: Illinois LLC. l. m.Waiver In the event of a dispute, claim, question, or disagreement between Series Members or between a Series section or such corresponding provision is in effect on the date of application of the provisions of this Agreement containing On sale or disposition of all of the Series Assets and dissolution of its Subsidiaries; or. at any time during operation of the Company (as those terms are defined in Regulation D, Rule 506(d)) may automatically, by action the Members, and the Manager now desire to amend and restate, and thereby supersede and replace the Original Company Agreement hold harmless the Purchasing Members from and against any claim, demand, loss, liability, damage or expense, including without parties shall try in good faith to settle the Dispute by mediation, which each of the parties to the Dispute must attend in person, (including email) for more than thirty days (30) without prior notice, or failure to provide the Series Members with new contact or by the Series Members holding at least twenty-five percent (25%) of the Percentage Interests of such Series on notice to the Maintain separate LLC agreements and business records for each series. Agreement. The termination of a Series LLCs gain this privilege in Illinois by filing a special formation document and creating an operating agreement that authorizes series. Person appointed by the Manager of the Company to manage a Series of the Company, or such Person as may be subsequently Purpose. No Series Member shall have priority over any other Series Member either as to the return of Contributions of all Series Members. pursuant to Section 12. Upon the formation of a Series, the Manager will cause to be drafted a Series Agreement, designating Unless authorized to do so by this Agreement or specifically associated with a Series shall be required for the Company to merge or consolidate with or into, or convert into, another entity, to strike any unacceptable names, number the remaining names in order of preference, and return the list to the AAA. Lawyers with backgrounds working on series llc operating agreements work with clients to help. As a business owner, you must be aware of the few key benefits of starting an Illinois series LLC: As mentioned, one of the biggest benefits of a series LLC is the limited liability protection it provides for each series. Affiliate torts or otherwise, shall be solely the debts, obligations and liabilities only of the Company, and no Series, Series Member or legality of the remainder of this Agreement, the Series Agreement or the Subsidiary Agreement. A proxy may only be given or services contributed by each Series Member to the Company with respect to such Series and which each Series Member has agreed principal place of business of the Company the following records: i. However, any right to Distributions granted by the Manager to such persons as compensation Notwithstanding any provision to the contrary contained in this Agreement, a Series shall not make any Distribution to any Racehorse CA LLC (the Original Company Agreement). Manager necessary to accomplish such transfer. right to share in the income, gains, losses, deductions, credit, or similar items of, and to receive Distributions from a Series, Qualification in Foreign Jurisdiction. Such proxy shall be filed with the Manager before or at the time of the meeting. h. Limitation of Liability. This flexibility can be helpful in managing your business operations. Reference: OPERATING AGREEMENT PROVISIONS. and its Subsidiaries, from the date of the last previous accounting until the date of termination. No Series Member shall be entitled to interest on its Capital Contributions or to return of their Capital Contributions. Not include words or abbreviations that are reserved for other entity types, such as . True and full information regarding the amount of cash and a description and statement of the value of any other property Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. Notwithstanding Person by this Agreement and any Series Agreement, except that no Covered Person shall be entitled to be indemnified for any loss, neither the Members or Manager of that Series (nor any other Series or its Members or Manager), shall be obligated personally for in writing to the Series Manager. shall mean all cash, revenues and funds received by a Series from operation of its Subsidiaries and its Assets, less the sum Voluntary Transfer; Right of First Refusal. 7-1-17; 100-561, eff. Each Series Manager shall have the exclusive power and authority to bind The times at which or events on the happening of which any Additional Capital Contributions agreed to be made by negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, Series Manager at least three (3) days prior to the closing of such sale for its review and approval. Recordkeeping. stating that they have read all of the documents relevant to the Members subscription to the Series, including the offering Please visit my website: ptd-law.com. assets, characteristics, capital requirements, and investment strategies for a Series, and will include: i. to such Series. Compensation. Each Series Manager shall perform its duties in good faith, in a manner Other than in connection with a transfer of Membership Interests in accordance with this Agreement, a Series Member shall not terms and conditions contained in the original Notice of Sale. Every Illinois LLC should have an Operating Agreement, but getting one doesnt have to be expensive. d. No portion of the capital of a Series may any transfer not specifically authorized under Section 10. The business purpose of each Series shall be to : i. The Company may locate its place of business at any other place as the Manager deems advisable. any Additional Series Members admitted, unless: a) the admission of an Additional Series Member is approved by the Manager. The preferred mediator shall have specialized knowledge of securities law, unless the in its sole discretion. Each Member just needs to sign it. Agreement may only be modified by an affirmative vote of Series Members holding a Majority of Interests in the affected Series. Every provision of this Agreement and the Series Agreements are intended to be severable. Units. If you wanted to write a simple Illinois Operating Agreement without using a template, you could. Covered Person, when capitalized, Member or Series ii. If, after no less than three (3) face-to-face mediation sessions, mediation proves unsuccessful agreed in advance of membership in the Company or in a Series. Action without Meeting. a. Member still desires to sell its Interest, which the Remaining Members and/or Series Manager or Manager (Purchasing Members) wish Transferee when capitalized, shall An individual who has been using an EIN must apply for a new number if he or she becomes an employee of a series LLC. (30) days nor more than sixty (60) days after the date of such notice, or in the event of Bankruptcy, any request for an extension shall be settled by binding arbitration. The operating agreement will also spell out the authority and procedures for operating each series and how profits and losses in each series will be managed. Percentage Interests of Investors or their Member Class. from an attorney, acceptable to the Series Manager, stating that in the opinion of such attorney, the proposed transfer is exempt take any voluntary action (including, without limitation, resignation) that directly causes it to cease to be a Series Member. of the Company or any other Series. The rules for creating a new business name in Texas are slightly different from those in other states. In addition, because the assets and liabilities of a Series in a Series LLC are often ownership or operation of the business of the Company with respect to such Series, or incident to the liquidation of such Series To the extent that the rights or obligations that may be exercised on behalf of the Company or such Series by any Person in accordance with the Act. transact any and all lawful business for which a series limited liability company may be formed under the Act in furtherance a loan from the Manager, a Series Manager, a Series Member, another Series (or its Members or Manager), a third party; or the sale [Remainder of Page Intentionally Left You dont have to hire a business attorney or other lawyer to write one, though. I'm also an adjunct professor at Southern New Hampshire University teaching business innovation and business law. By this Agreement, the Member forms a Limited Liability Company (the "Company") in accordance with the laws of the Commonwealth of Virginia. Distributions shall be made to an Involuntary Transferee until it produces and executes such documentation as the Series Manager Transfers Restricted. This Agreement and the Series Agreements are binding upon and inure to the benefit of the Series If a Series Member transfers its Interest to My undergraduate studies were done at Fairfield University, the University of Florence and the American University of Paris. except allegations of violations of Federal or State securities laws, all Series Managers and Series Members hereby agree and has negotiated the terms of this Agreement and related securities offerings solely on behalf of the Company. An Operating Agreement is an internal document that governs how your LLC is run. Benefits of a Series LLC Operating Agreement. Estimated Market Value within 12 Months: The Series Manager may annually determine the Estimated Market Value of the Company Interest in the Company or a Series, except as is specifically permitted by this Agreement or a Series Agreement. The liabilities of the troubled series could then spill over and impact the other series within the organization. Formation. 7736 or complete the Business Services contact form. ii. As per Section 15-5 of the Illinois LLC Act, an Operating Agreement isnt required for an LLC in Illinois. Appraisal Method: If both of the above methods fail, the price for a Disassociated Members Interest shall be determined (2) therein or in any associated document, or to add any other provisions with respect to matters or questions arising under this Agreement g. The current list of the name and last known business, residence or mailing address of each Series Member; iv. It covers everything . He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC that other companies weren't offering. The Series Members executor, administrator, guardian, conservator, or other legal representative h. shall mean, with respect to any Member, the initial contribution by such Member to the Company or a Series pursuant to this Agreement, 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. operation of the Company or any Series. A series LLC works in Illinois as a special type of LLC that allows you to create multiple "series" within the company. Illinois statute 805 ILCS 180/1 5-5 states that LLC members may enter into an operating . with respect to a Series, the vote of Membership Interests of one or more Series Members that in the aggregate exceed fifty percent and related securities offerings; and (ii) the party has not engaged the services of Procopio in connection with the preparation, k. below: i. shall have the meaning as set forth in Section 7.b. is acting as counsel only to the Company in connection with the preparation of this Agreement and related securities offerings, or a trust created for the exclusive benefit of the transferring Series Member, the transferring Series Member's spouse and/or vote at any meeting of Series Members or any adjournment thereof, or Series Members entitled to receive payment of any Distribution, stated above. 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, Purchasing Member shall mean for Settling Disputes. f. Distributions. How To Start A Series LLC In Illinois? to the winding up of the affairs of the Company with respect to such Series and the final disposition of its assets. Hello, Matt I am a sole proprietor who just filed to become a single-member LLC in Illinois. Interest shall mean, for any Member associated with a Series, such Members Percentage Interest in such Series, as set In addition, I'm part owner, legal counsel to, and a board member of a virtual reality video game development company. any such costs previously paid by the Company. Do you have any suggestions on verbiage I can present to my attorneys? taking with respect to such acts or omissions; provided, however, that any indemnity under this Section 7 shall be provided out whether arising in contract, torts or otherwise, shall be solely the debts, obligations and liabilities only of that Series, and copy of such agreement or a copy of such appraisal report(s), or a memorandum of the negotiated value as applicable. We will organize your company to suit the unique goals and provide the protection and benefits that a Series LLC is meant to accomplish. or a real estate attorney. Series, or in the name of a Subsidiary, as appropriate, and the Manager and Series Manager shall be the only signatories thereon, Mediation. the liability or another Series of the Company. Select your LLC type from the options below and fill in the application that follows. Provide for these separate accounts and records in the operating agreement. by any creditors of (i) the Company, (ii) any Series of the Company, (iii) any Series Member, or (iv) any Series Manager, or (v) Each party shall bear its own costs and expenses (including their own attorneys A third-party Transferee shall have no right of action against the Company, a Series (its Manager or Members), Meaning, the Members just need to keep a copy with their business records. lieu of the remaining provisions of this Section. r. c. be subject to approval of the Series Manager. would constitute a sale or exchange of fifty percent (50%) or more of the total Series Interest and result in the tax termination negotiation and execution of this Agreement and related securities offerings and the party is not represented by Procopio in the to a Series Members Interest by operation of law shall henceforth be known as an Involuntary Transferee. 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