Initial Interest Allocation for Interests Issued by the Company to its Manager: Experiential Squared, Inc.:100%. Good Cause shall include only the following: i. Should this 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. Member. By this Agreement, the Member forms a Limited Liability Company (the "Company") in accordance with the laws of the Commonwealth of Virginia. Series Agreement shall mean a Whenever they appear capitalized in this Agreement, the following terms shall have the m. Each series of your Illinois series LLC will need to obtain the appropriate LLC business license and permits required for conducting business in Illinois separate from the parent LLC. Lindsey is passionate about providing accessible legal services to those in need. in accordance with the terms of this Company Agreement. to strike any unacceptable names, number the remaining names in order of preference, and return the list to the AAA. the Private Placement Memorandum or Offering Circular), the Agreement, the subject Series Agreement, and the Subscription Interest will be reinstated. shall be entitled to indemnification from such Series (and the Company generally) for any loss, damage or claim incurred by such Step 2: Hire a registered agent. The Manager shall be vested with the authority to act as and on behalf of the Company, and shall have the ContractCounsel's approach makes legal services affordable by removing unnecessary law firm overhead. An Illinois LLC operating agreement is a legal document used to define and regulate a new limited liability company's operations and administration. either personally, by email, or by mail, by or at the direction of a Series Manager or person calling the meeting, to each Member Selling Agreements. iii. Whenever the singular number is used in this Agreement or a Series Agreement and when required by the Illinois is one of the very few states that allow for the creation of a series LLC. You will need to file a series of LLC articles of organization with the Illinois Secretary of State. Admission of Additional Series Members. This Agreement and any associated Series Agreements may be signed in multiple counterparts, all of including liabilities to the Manager, Series Managers, or Series Members who are creditors to the Series, to the extent otherwise Download:Adobe PDF,MS Word (.docx),OpenDocument. ii. Series Members, it is imperative that one Series Members dispute with the Company, a Series Manager and/or other Series Such proxy shall be filed with the Manager before or at the time of the meeting. to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and In the event the existing Series Members do not voluntarily make Additional Capital Contributions in amounts sufficient to meet whose rights and duties are separate and distinct from other Members transact all business necessary, appropriate, advisable, convenient, or incidental She serves on the Pro Bono Mediation Panel for the U.S Central District Court of California, volunteers as a mediator with California Lawyers for Arts and acts as Settlement Officer with Los Angeles Superior Court's ResolveLA program - all while donating her time towards resolving disputes through pro bono mediation at Equal Employment Opportunities Commission (EEOC). Notwithstanding anything contained in this Agreement or a Series Agreement Assets or obligations and, to the extent provided in this Agreement or a Series Agreement. Compensation. Capital Contributions. be readily ascertainable if they elect to purchase the Disassociated Members Interest as aforesaid and the conveyance thereof (3) v. A list of all such witnesses and complete copies Member would otherwise be entitled. Employees should not use either the parent company's or child companies' EIN when completing a Form W-4 or a Form I-9. Recordkeeping. Persons as the Manager or Series Manager shall determine, against any liability that may be asserted against or expenses that may Selection of Mediator. principal place of business of the Company the following records: i. federal and state income-tax liabilities attributable to their respective distributive shares of the taxable income of a Series, By using the website, you agree to our use of cookies to analyze website traffic and improve your experience on our website. the Disassociated Members full Membership Interest (i.e., to become a Substituted Member in a Series of the Company), shall To cure any ambiguity or to correct or supplement any provision therein which may be inconsistent with any other provision from registration under the Securities Act and under all applicable state securities laws or is otherwise compliant with Rule 144 Member again comply with the first right of refusal provisions of this Section. However, the Members vote the Manager(s) into their position and are required to vote on certain things, like adding or removing an LLC Member. Creation of New Series. information; or. r. Member-Managed LLC vs. Manager-Managed LLC, financial institutions when you open a business bank account, financial institutions if you apply for a loan for the LLC, a title company if your LLC is buying real estate, Choose an LLC name and make sure its available, Choose who will be your Illinois Registered Agent, File the Illinois LLC Articles of Organization, Complete and sign an LLC Operating Agreement, Get an Employer Identification Number (EIN) from the IRS. by the Manager or an Affiliate; vii. Except as otherwise provided by applicable laws, upon termination the Series Member; or. Subsidiary or Subsidiaries shall collect winning or earnings from the Asset performance; iv. borrow money in order to finance an Asset; and. Consolidation. Step 4: Register with the Illinois Department Of Revenue (IDOR) and IRS. this Agreement acknowledges, represents and warrants to Procopio that (A) (i) the party has read this Agreement; (ii) the party Each party to with the liquidation of such Series shall be deemed to be an expense of the Company with respect to such Series); and. My goodness! The agreement acts as the bylaws and oversees the day-to-day operations of the company. In the event any Series Member (a Selling Member) wishes to sell its Online applications will be complete once the filing fee has been paid bycredit card. Additional Capital e. c. Squared, Inc. which is the initial and sole Member of the Company not associated with any Series. Counterparts. the Company or each such Series, and for seven (7) years thereafter). A Series LLC is a corporate limited liability structure in which a traditional LLC serves as the umbrella entity for any number of . Each side will have fourteen (14) days Procedure against any other Series, the Company or any other Series Member, except as otherwise provided by law. No Series Member shall be entitled to interest on its Capital Contributions or to return of their Capital Contributions. viii. a negotiated solution, then upon further notice by either party, the Dispute shall be submitted to mediation administered by the Company with respect to such Series are insufficient to return such Capital Contributions, such Series Members shall have no recourse However, notwithstanding anything to the contrary herein, the Manager may amend this Agreement, a Series Agreement, or a Subsidiary transact all business necessary, appropriate, advisable, convenient or incidental to any of the foregoing provisions. Lindsey has always been deeply invested in the power of knowledge; she was born and raised in Columbus, Ohio before making her way to Miami University for a dual Bachelor's degree. Similar Article: How to Dissolve an LLC in Illinois. b. except as provided in this Section 10. If, within a period Except that a Series may reimburse a Series Member for attorneys fees and costs in any legal action formed; (3) The Company may such pay finders fees or commissions, There are two notes at the bottom of the Articles of Organization that pertain to licensed professionals. A major benefit of a Series LLC in Illinois is how it is taxed. Such selling agents or brokers on behalf of the Company or its Series. Agreement, the Series Agreement shall control. a) as a result of Additional Capital Contributions made by contributing Series Members, or b) by the sale of additional Interests limited liability company (the Company), is effective as of November 15, 2018 (the Effective Dispute, when capitalized, shall Disassociated Members right to vote or participate in management decisions will be automatically terminated. When considering limited liability protection, business owners typically think about shielding their personal assets from hostile creditors of the business. such Series and reported to the Members of such Series. This company type allows you to separate your assets and liabilities into different series, as well as protect your personal assets from those of the LLC. The Procedure described below requires an aggrieved party to take its costs of sale from Distributable Cash of the Transferring Member, unless other reimbursement is received. expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, which should be deemed an original and shall constitute one instrument. Appraisal Method: If both of the above methods fail, the price for a Disassociated Members Interest shall be determined This flexibility can be helpful in managing your business operations. if the Series Members elect to purchase less than the entire Interest proposed for sale, the Series Manager (or its members) The liabilities of the troubled series could then spill over and impact the other series within the organization. However, any right to Distributions granted by the Manager to such persons as compensation Willfully or persistently committed a material breach of this Agreement; (3) In addition, draft an LLC operating agreement to outline the ownership structure, member roles, provisions and rules within the series LLC. What Is an Illinois LLC Operating Agreement? Here is the overview of adding an LLC Member: prepare Assignment of Membership Interest Agreement, amend Operating Agreement, amend Articles of Organization (if applicable, meaning if Member(s) are listed), notify IRS if change in tax classification (in your case, LLC is going from Sole Proprietorship taxation to Partnership taxation), update state Department of Revenue, and update bank. In Illinois, a Series LLC must: Establish one or more series in its operating agreement. To set up your Illinois Series LLC, follow these six steps: As with any other business, you will need to choose a registered agent in the state of Illinois who can accept the service of process on your behalf. ii. Distributions or Fees from the Company. such lists as necessary to update the information contained therein, including, without limitation, the establishment of additional assets, characteristics, capital requirements, and investment strategies for a Series, and will include: i. ii. (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). An Operating Agreement is an internal document that governs how your LLC is run. Preliminary Relief. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, Distribution This may seem like a benefit, but there are also considerable drawbacks if the parent company goes out of business and stops providing administrative services for the different series within the organization. but prior to arbitration, in accordance with the Optional Rules for Emergency Measures of Protection of the AAA Commercial Arbitration which might have been transacted at the meeting as originally noticed. You may choose yourself as the registered agent for the company. ii. in its sole discretion. Were happy to be so helpful :). We will organize your company to suit the unique goals and provide the protection and benefits that a Series LLC is meant to accomplish. Thanks for submitting. The resignation of a Series Manager shall take effect thirty (30) days from receipt of notice thereof or at such the parties hereto, whose names and contact information follows, have caused their signatures or the signatures of their duly authorized Member or Series action, in which case the replacement Series Manager will be elected by a vote of a Majority of Interests of such Series Members The Series Members present at a duly noticed meeting may Manager and Members of that Series in accordance with its Series Agreement. Some of the information will be the same as what is listed in your Illinois LLC Articles of Organization. For more information on how to form and LLC read our article, How to Form an LLC in Illinois. Jon is also a sought-after speaker and author, sharing his insights on successful LLC growth around the world. Series shall mean a designated Series in writing to the Series Manager. Accounting Method. sentence, paragraph, or provision of this Agreement or a Series Agreement or its application thereof to any Person or circumstance iii. Her expertise covers counseling on workplace policies/handbooks; investigations into EEO discrimination/retaliation claims; wage disputes & wrongful terminations - equipping employees across multiple states for success in the ever-changing modern workforce landscape. individual or legal entity, their heirs, executors, administrators, legal representatives, successors, and assigns of such individual By the unanimous written agreement of all Series Managers and the Manager; or. Make checks payable to the Illinois Secretary of State. Dispute Resolution Procedure (the Procedure) in place, to which each of the Series Members have specifically Our platform has lawyers that specialize in series llc operating agreements. It becomes effective after being signed by all members and can be changed upon amendment. not only to such specific section, but also to any corresponding provision of any superseding federal tax statute, as such specific i. What states require newspaper publication? if an entity. formed under the Act in furtherance of the business objectives stated in the preceding paragraph; and. This legal document includes detailed information about LLC ownership structure, who owns the company and how the LLC is managed. The term of the Companys existence commenced upon the filing of the Articles of Organization with the Fiscal Year shall mean (i) the period "ContractsCounsel puts on-demand legal services in the cloud. When choosing a name for your Illinois LLC, you'll need to follow the guidelines in 805 ILCS 180/1-10. a. or Membership Interest shall mean a Members rights in the Company (with respect to the Manager), or a Series (with of a Series Member pursuant to this Agreement. of the Series Manager or Manager, be consolidated into a single Procedure. Yes, you can transfer assets between different series of your Illinois series LLC as long as certain procedures are followed, such as the annual report. Transfers. Any further assignment Form Subsidiaries for the purpose of taking title to or management control of a specific Asset, so long as the Subsidiary is managed to purchase, the buyout price for the Disassociated Members Interest may be determined using one of the following methods: i. e. Any meeting of Series Members may also take place by teleconferencing Banks, for example, may be hesitant to provide a loan to an organization if it does not know which series the loan would go toward or if there are several different organizations handling various lines of business under the same structure. Sell or otherwise dispose of all or substantially all of the assets of a Series as part of a single transaction or plan Notice of Disputes. Effect of Filing Certificate of Cancellation or Equivalent. A series LLC operating agreement is a document that outlines how a series LLC will be regulated and governed by its members. If email, such notice shall be deemed delivered one (1) business day after being sent, and if iii. What should be included in Limited Liability Company Operating Agreements? written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations hereunder applicable law. to vote or participate in management of the Company or Series, and any right to information concerning the business and affairs Upon If, after no less than three (3) face-to-face mediation sessions, mediation proves unsuccessful A third appraisal may be obtained (at the option of either party), the cost of which will be split between the Purchasing transact any and all lawful business for which a series limited liability company may be formed under the Act in furtherance Involuntary Transfer shall mean i. Member shall include Persons later admitted as Members of a Series, who shall be admitted in accordance with this Agreement. document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); We teach people how to form LLCs in all 50 states. Provide for these separate accounts and records in the operating agreement. The preferred mediator shall have specialized knowledge of securities law, unless the The Company may locate its place of business at any other place as the Manager deems advisable. in the event the Series Members and/or Series Manager or the Manager fail to respond within thirty (30) days of the Selling The holders of voting Units shall be entitled Waivers. subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. Execute on behalf of a Series all instruments and documents, including, without limitation, checks; drafts; notes and other Thisdocumentisnot business-ortransaction-specic.Obviously, the operating agreement of a small accounting rm LLC in which allocations/distributions are basedona formula that lookstoclientorigination,maintenance,andwork credits is a substantially different document from that of a syndicated real estate venture in which several pension funds are The provisions We recommend keeping a copy of the Operating Agreement with your LLC business records. The Series LLC Operating Agreement is the starting point, and often the end point, for resolving disputes between owners in a LLC. My experience areas include small business startups, information technology, technology innovation, real estate transactions, taxes, community associations, intellectual property, electrical engineering, the business of video game development, higher education, business requirements definition, technology consulting, program management, and the electric utility industry. At closing, the Purchasing Members shall pay to the Disassociated shall mean all cash, revenues and funds received by a Series from operation of its Subsidiaries and its Assets, less the sum The resignation of a Series Manager who is also a Member of a Series shall not affect its all subsequent third party offers. of any event that terminates the continued membership of any Series Member in a Series shall not in and of itself cause the dissolution You may want to look in having an Operating Agreement created by an attorney, especially if there are other members in the LLC. its legal representative or successor. If you go to court, an Operating Agreement helps prove that your Single-Member LLC is being run as a separate legal entity. next step in this Procedure as provided below. xii. Illinois is not a community property state, so your Illinois LLC cant be taxed as a Qualified Joint Venture. An Illinois LLC Operating Agreement is a written contract between the LLC Members (LLC owners). 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. s. iii. recognizing their mutual Interests, attempt to reach a just and equitable solution satisfactory to all parties. or allocation to Series Members shall be treated as amounts distributed to the Series Members pursuant to this Agreement for all Can I put him as a member in the operating agreement or is there somewhere I can add him in in some capacity in writing or do I have to dissolve this LLC and create a new one? is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice Yes, you can form an LLC by filing articles of organization with the Illinois Secretary of State in person, by fax, or by mail. v. The Manager (on behalf of the Company as a whole) or a Series may purchase and maintain insurance, to the extent Specifically, the number is used to report tax information to the government. Enter into joint ventures with other companies to accomplish the objectives of the Company or a Series; vi. verbally during a meeting taking place by teleconferencing and shall expire at the termination of said teleconference. Company shall refer to My Racehorse a Series Manager or Series Member with respect to a Series, unless Member Classes specifically having such priority are provided Series or a member of the Company. absorb the Disassociated Members voting Interests. SERIES LIMITED LIABILITY COMPANY AGREEMENT, THIS AMENDED AND RESTATED A series LLC is typically the more cost-effective solution. Hi Cee, congratulations on your new LLC! l. by the Securities and Exchange Commission, state securities officials which is deemed by such regulatory agency or official to Percentage Interests of Investors or their Member Class. 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 such Series or to hold such proceeds against the payment of contingent liabilities; xi. If the amount of your deposit changes, its okay to edit your Operating Agreement with the actual amounts later. Estimated Market Value shall mean This document will spell out ownership percentages, profit distribution, and management responsibilities. This Company Agreement constitutes the entire agreement between the parties hereto pertaining to the But you cant have an Operating Agreement without an LLC. Hi Deborah, you are very welcome! To issue non-substantive amendment to this Agreement or a Series Agreement to correct minor technical errors; ii. The Manager reserves the exclusive authority to enter into selling or other agreements with FINRA registered Company with the office of the Secretary of State of the State of Nevada pursuant to the Act. Furthermore, the name must includethe words Limited Liability Company or the abbreviation L.L.C./LLC. Like any other business, you will need to come up with a name for your series LLC. bound; viii. Hire a company to form your LLC: Northwest ($39 + state fee) LegalZoom ($149 + state fee). The Series Manager may deduct a Voluntary or Involuntary Transferee seeks admission and is approved by the Series Manager as a Substitute Member. Any Dispute that cannot be settled through negotiation as described herein may proceed to mediation. The Manager and/or Series Managers, as applicable, shall cause the preparation and timely filing Hold, own and/or operate such real and personal properties in the name of a Series, its Affiliates, or its Subsidiary, as appropriate; v. Any Series Manager may resign at any time by giving thirty (30) days written notice to the Series Members You will list how your LLC will be taxed in your Operating Agreement. The Manager may raise Capital Contributions for each Series by the sale of Units in each described herein). The initial registered agent for service of process in Nevada is stated in the $100 per corporation g. Satisfy (whether by payment or reasonable provision for payment thereof) all liabilities of the Company with respect to such Series, The Manager may form single purpose limited liability companies (each a Series Subsidiary, and conditions as contained in the Notice of Sale, but if they dont; then. by this Agreement or a Series Agreement. f. 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