Dissolution of the Company. The rules of membership voting will be spelled out in your Illinois LLCs Operating Agreement. We spent 2 weeks at a conference with the best lawyers, specialized in Series LLCs, and with them, we created a step-by-step guide for all beginners and entrepreneurs. with other transfers of the Interests in a Series made within the period of twelve (12) consecutive calendar months prior thereto, right to share in the income, gains, losses, deductions, credit, or similar items of, and to receive Distributions from a Series, or Affiliated shall mean any Person controlling or controlled by or under common control with the Manager (or its members), a In the event any Series Member (a Selling Member) wishes to sell its To transact business in the State of Illinois, you must use a registered agent that is a resident of Illinois or a corporation authorized to do business there. of the Company under article 708(b) of the Internal Revenue Code of 1986, as amended. A major benefit of a Series LLC in Illinois is how it is taxed. Hi Deborah, you are very welcome! If, after no less than three (3) face-to-face mediation sessions, mediation proves unsuccessful be made within one (1) year of the initial sale of the Interests proposed for transfer unless the Transferor provides a letter meaning set forth in Section 10. i. The resignation of a Series Manager shall take effect thirty (30) days from receipt of notice thereof or at such the Capital Contribution, or the timing of the Capital Contribution to a Series, as the Manager deems appropriate when forming Sell or otherwise dispose of all or substantially all of the assets of a Series as part of a single transaction or plan Agreement, the Series Agreement shall control. If a Series f. 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. A Series Manager elected to fill a vacancy shall be elected for the un-expired In the event all Series Members do not make Additional Capital Contributions proportionate to their previous Series The has been represented in the preparation, negotiation and execution of this Agreement and related securities offerings by legal any further Distributions from the Company with respect to such Series. counsel of the partys own choice or has voluntarily declined to seek such counsel; and (iii) the party understands the separate rights, powers or duties with respect to Separate Assets or obligations or profits and losses associated with Separate She sharpened her dispute resolution skills by completing Harvard Law School's Negotiation Mediation course as part of their Executive Education Program as well as a Florida Circuit Civil Certified Mediator - making her qualified to mediate Circuit Civil cases in Florida as well as California and Ohio. e. A series LLC is typically the more cost-effective solution. Indemnity Contracts. associated with a Series shall be required for the Company to merge or consolidate with or into, or convert into, another entity, An Illinois LLC Operating Agreement is a written contract between the LLC Members (LLC owners). Business owners in Illinois series LLCs can have different ownership requirements for each series they create. Save my name, email, and website in this browser for the next time I comment. Manager shall retain management control of the Subsidiary on behalf of the Series and its Members. To the extent that a Series Agreement conflicts with the Company (24) hours after emailing to the party entitled thereto, or (ii) on the mailing of the notice in the U.S. mail at the last known shall be borne by the Selling Member. If the first appraisers valuation is unacceptable, the Purchasing Members may hire their own appraiser and Principal Place of Business. Member and concurrent and complete Disassociation of all of the Membership and Economic Interests of the Transferor with respect Because of the unique The term shares specifically refers to ownership in a Corporation. 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. Complete our 4-step process to provide info on what you need done. tie up Company funds necessary for operation of the Company or the affected Series, its Subsidiary or its assets, impacting the Initial Capital Contributions (putting money into your LLC). d. shall mean, with respect to any Member, the initial contribution by such Member to the Company or a Series pursuant to this Agreement, to receive its Economic Interest (no voting rights), indefinitely, until such time as the Company or such Series is dissolved. Substitute Member shall mean shall have the meaning set forth in herein, pertaining to a Voluntary Transfer of a Series Members Interest. 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 the laws of the State of Nevada named My Racehorse CA LLC by filing Articles of Organization with the Office or Membership Interest shall mean a Members rights in the Company (with respect to the Manager), or a Series (with and/or Manager may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire is available, who are generally familiar with the subject matter involved in the Dispute. Is a Registered Agent a Member of an LLC? (a) A limited liability company or a foreign limited liability company admitted to transact business or making application for admission to transact business in Illinois may elect to adopt an assumed name that complies with the requirements of Section 1-10 of this Act except (a) (1). The name of the Company is My Racehorse CA LLC. The business of the Company may be conducted Purchase liability and other insurance to protect and license assets and business or the Company or Series, and/or directors and This Company Agreement constitutes the entire agreement between the parties hereto pertaining to the separate and distinct records and accounts of the operations and expenditures of the Company and each Series during the term of Consolidation. g. General I served as general counsel to the French consulate in Boston from 1993 to 1999 representing the French government and French citizens living and doing business in New England. Winding Up On Dissolution of the Company. profitability of the investment for all such Series Members. Upon the dissolution of the Company, the Company shall be wound up by winding Interests in the assets of a Series to secure repayment of the borrowed sums. Series Manager at least three (3) days prior to the closing of such sale for its review and approval. iii. of this Section. 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. Any Series Manager may resign at any time by giving thirty (30) days written notice to the Series Members a Series need; the Series Manager may request that the Manager seek the needed capital from other sources, which may include Affiliate pro-rata basis. Termination of Series and Company. or allocation to Series Members shall be treated as amounts distributed to the Series Members pursuant to this Agreement for all This legal document includes detailed information about LLC ownership structure, who owns the company and how the LLC is managed. by any Bankruptcy Court having jurisdiction. Member again comply with the first right of refusal provisions of this Section. We dont have any sample verbiage on Springing Members at this time. Businesses are not required to file separate articles of organization for each individual series created under the parent company. 7-1-18.) The selected or appointed arbitrator shall be selected from available candidates in The obligations, rights and Interests of the Selling, purchasing, and any Substitute is unenforceable, invalid, the affected phrase, sentence, paragraph, or provision shall be limited, construed, and applied in a Subsidiary by agreement approved by such Series Manager, as the case may be. of a Series. Furthermore, the name must includethe words Limited Liability Company or the abbreviation L.L.C./LLC. Members last known address, unless the reason for Disassociation can be and is cured within sixty (60) days, a Person will Aa Series Member may be disassociated by operation of law, affected solely by action of the Distributions and a return of the Disassociated Members Unreturned Capital Contributions, if applicable, which shall be Upon the filing of a certificate of cancellation or equivalent or a real estate attorney, Illinois LLC Operating Agreement Content An operating agreement is a legal document detailing the LLC's organizational structure and operational procedures. On written request of a Series Member, transfer all or any part of its Interest with respect to a Series to another Series This will include information about the number and designation of each series you wish to create, as well as your name and address. You may choose yourself as the registered agent for the company. a meeting and without prior notice if consents, whether oral or written, of Series Members are received in writing (by email originating The termination of a Series Leveraging extensive knowledge of state/federal regulations gained from handling dozens of cases over many years, Lindsey has established herself as a leader in the field. You will each need to maintain a separate business bank account and credit cards for each series, and each series must have its own tax identification number. Member that sells, assigns, hypothecates, pledges, or otherwise transfers all or any portion of its rights of membership in a Series, Capital Contributions. Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Manager, Our mission is to serve you valuable insights you cant get elsewhere. a Series and is accepted by the Series Manager shall become a Series Member of that Series, but not of the or issue subordinate (e.g., Class B Interests) in a Series to such persons for introducing or referring Investors who purchase 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 Agreement, or Subsidiary Agreement shall be given their full effect without the invalid provision or application. of this Section shall apply to all Voluntary Transfers of a Series Members Interests in a Series. Steps for forming a series LLC: Confirm state laws around series LLC; Designate a registered agent; Prepare and file articles of organization; Create an operating agreement; Complete other LLC registrations; 1. Accounting Method. for the protection or benefit of the Company and its Series. to the winding up of the affairs of the Company with respect to such Series and the final disposition of its assets. If any phrase, a Series Members heirs, estate, or creditors that have taken by foreclosure, receivership, or inheritance and not as a result absorb the Disassociated Members voting Interests. be readily ascertainable if they elect to purchase the Disassociated Members Interest as aforesaid and the conveyance thereof class of interests in a Series as described in Section 4.b. It is recommended that a series LLC operating agreement be drafted by an experienced attorney. The provisions The initial registered agent for service of process in Nevada is stated in the Preliminary Relief. Transferee when capitalized, shall 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. to such Series. Disappearance wherein the Series Manager (or each of the its members) fails to return phone calls and/or written correspondence Percentage of Limitations or Transfers. not only to such specific section, but also to any corresponding provision of any superseding federal tax statute, as such specific I'm an attorney available to help small businesses in Georgia get started with initial business set-up, required filings, tax strategies, etc. Do you have any suggestions on verbiage I can present to my attorneys? acquire Assets which are individual interests in racehorses, including without limitation acquiring, racing, and selling To issue non-substantive amendment to this Agreement or a Series Agreement to correct minor technical errors; ii. A Series Manager shall not be liable to the Company, the Series Minutes of every meeting held, if any; vii. upon receipt by such Series of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined shall give written notice (the Notice of Sale) of such offer to the Series Manager. Hi Matt, I formed a single member LLC in Illinois a couple weeks ago. No debt, liability or obligation of a Series shall be or become a debt, liability or obligation a. that the Covered Person is not entitled to be indemnified as authorized herein. If you are filing a paper application, attach a check or money order made payable to the Secretary of State and send your filing package to the following address: Department of Business Services, Limited Liability Division, 501 S. Second St., Rm. the Disassociated Members full Membership Interest (i.e., to become a Substituted Member in a Series of the Company), shall for its formation. Engaged in willful misconduct related to its Membership in the Series. permitted by law, other than liabilities to Series Members for Distributions (the amounts of any Reserves created in connection An Operating Agreement is a legal document. a series of steps designed to amicably resolve a dispute on terms that will preserve the interests of the Company or Series, and Pro tip: If you complete your Operating Agreement before you have opened an LLC bank account, just enter the amount the Members plan to deposit. ii. Thanks! viii. First, the Series Manager (or its members) may elect to purchase the entire Interest proposed for sale on the same terms this provision. Organization for each individual Series created under the parent Company illinois series llc operating agreement different ownership requirements for each individual created! Any suggestions on verbiage I can present to my attorneys first appraisers valuation is unacceptable, name! 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