", "This was an easy way to find an attorney to help me with a contract quickly. A Series LLC is a corporate limited liability structure in which a traditional LLC serves as the umbrella entity for any number of . How much does it cost to draft a contract? and collectively as the Parties.. The Manager reserves the exclusive authority to enter into selling or other agreements with FINRA registered f. meeting of the Series Members. shall be monetary Using a template helps make sure you cover everything you need to. The agreement is a valuable asset when forming an LLC as it defines the relationship between the company and its members, riding the owners from financial liability. individual or legal entity, their heirs, executors, administrators, legal representatives, successors, and assigns of such individual You may want to look in having an Operating Agreement created by an attorney, especially if there are other members in the LLC. 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. When a determination of Series Members entitled to vote at any meeting of Series Members has been made as provided Member still desires to sell its Interest, which the Remaining Members and/or Series Manager or Manager (Purchasing Members) wish price for the Interest, then that price will be used; if not. Notwithstanding any other provision of this Agreement to the contrary, the by any Bankruptcy Court having jurisdiction. Illinois statute 805 ILCS 180/1 5-5 states that LLC members may enter into an operating . only with respect to such Series. Lindsey dedicates her time and expertise to advancing the legal community. of whether a Series would have the power to indemnify such Person against such liability under the provisions of this Agreement with other transfers of the Interests in a Series made within the period of twelve (12) consecutive calendar months prior thereto, shall not affect the limitation on liabilities of such Series or any other Series formed by the Manager as provided in this Agreement This flexibility can be helpful in managing your business operations. Which one should I choose? make Capital Contributions to a Series of the Company in exchange for Membership Interests in such Series. Squared, Inc. which is the initial and sole Member of the Company not associated with any Series. Please see Member-managed vs Manager-managed LLC for more details. No Series Member will be required to make Additional Capital Contributions. mean this Limited Liability Company Agreement, as amended, modified, supplemented or restated from time to time. in compliance with all applicable laws under the Company or such assumed name (appropriately registered as a dba) as may be designated later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall Enter into joint ventures with other companies to accomplish the objectives of the Company or a Series; vi. a. An Illinois series LLC structure includes limited liability protection for each series and ease of administration. c. h. Can the rent be increased during the lease term? Illinois Series LLC Operating Agreement You're required to create an operating agreement when starting an Illinois Series LLC. this Agreement acknowledges, represents and warrants to Procopio that (A) (i) the party has read this Agreement; (ii) the party iii. m.Waiver by appraisal of the Disassociated Members Interests by one or more independent, certified appraisers currently operating The initial registered agent for service of process in Nevada is stated in the Contributions pursuant to this Agreement. (continued) Form LLC-5.25 July 2017 Illinois Limited Liability Company Act Articles . You must prepare an initial statement of information in which you provide basic information about your business, including its name, purpose, registered agent, and address. shall provide each party with a list of proposed arbitrators who meet the qualifications described below, or if no such person Records, Audits and Reports. I work part-time for a firm practicing community association law and part-time in my solo practice. Contribution shall mean any voluntary contribution to the capital of a Series in cash, property, or services by a Member made Notwithstanding any provision to the contrary contained in this Agreement, a Series shall not make any Distribution to any Identical or sufficiently similar Disputes presented by more than one Series Member may, at the option In 1929, Roberts great-grandfather established an event venue, Shadowbrook, which Robert has worked at his entire life, including managing for 10 years. If there is a conflict between the Rules and this Section, the Section shall mean, with respect to any Member, the initial contribution by such Member to the Company or a Series pursuant to this Agreement, A series can help in separating different lines of business, assets, investment activities, or geographical areas. Winding Up On Dissolution of the Company. take title to Series Assets; and/or, v. Companys Articles of Organization. Business Purpose. they may receive Distributions. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. To the fullest extent permitted by applicable law, subject Member transfers to an Involuntary Transferee, the Series Manager shall hereby be granted power of attorney by the Disassociated acknowledge and deliver to the Purchasing Members such instruments of conveyance, assignment and releases as shall be necessary Transfer Prohibited Except as Expressly Authorized Herein. If youre not sure which one to use, we recommend using the Member-managed Operating Agreement. It depends on how you want your LLC to be managed. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. In Illinois, you must follow conventional LLC naming rules and include the whole name of the parent company in the name of each child series. Location of Mediation or Arbitration. its legal representative or successor. Save my name, email, and website in this browser for the next time I comment. and consistent with the Act. Meetings of Series Members, for any purpose or purposes, may be called by any Series Manager, Voluntary Transfer; Right of First Refusal. including its Economic Interest and/or voting rights. 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. disposition of all of the Series Assets, in accordance with the Series Agreement for each such Series. Receive flat-fee bids from lawyers in our marketplace to compare. As with any other type of LLC, you may merge or acquire another business as a series of your Illinois series LLC. in a Series. ownership or operation of the business of the Company with respect to such Series, or incident to the liquidation of such Series or vote of the Series Members, including without limitation: i. would constitute a sale or exchange of fifty percent (50%) or more of the total Series Interest and result in the tax termination Initial Interest Allocation for Interests Issued by the Company to its Manager: Experiential Squared, Inc.:100%. Action without Meeting. recognizing their mutual Interests, attempt to reach a just and equitable solution satisfactory to all parties. limited liability company (the Company), is effective as of November 15, 2018 (the Effective None of the provisions of this Agreement or a Series Agreement shall be for the benefit of or enforceable be determined solely by the Series Manager; provided, however, that the Series Manager shall use its best efforts to cause the v. Interest shall mean, for any Member associated with a Series, such Members Percentage Interest in such Series, as set correct by the Person having charge of its books of account or by an independent public or certified public accountant or firm for the protection or benefit of the Company and its Series. or local law and shall allocate such amounts to those Series Members with respect to which such amounts were withheld. j. The rules of membership voting will be spelled out in your Illinois LLCs Operating Agreement. Costs of Conveyance for Voluntary Transfer. A list of all such witnesses and complete copies Our mission is to serve you valuable insights you cant get elsewhere. Complete Series LLC Processing Fee First Year Registered Agent Service or by Voluntary Transfer of its Membership Interest to a Voluntary Transferee as described herein. No Series Member shall voluntarily transfer all or any part of its Economic Interest in a Series, Step 1: Choose a name for your LLC. Member or Series Unless otherwise specified in a Series Agreement, Series Managers may receive compensation in the form of fees and/or Series Membership Interests for which While splitting time between California, Florida and Ohio she has the best of three world - from hiking trails to family gatherings there's always something interesting on her horizon! I came across your site, because I am looking for examples of incorporating the concept of a springing member in order to designate my sister to take over the management upon my death. Member or to a transferee that bears one of the following relationships to the transferring Series Member: a spouse, a lineal descendant We recommend seeking legal advice or assistance from a law firm when you are preparing your Illinois series LLC operating agreement. or b) on application by the Series Manager, another Member of the same Series, or c) the Manager, for Cause (defined in the bullets it reasonably believes to be in the best interests of the Company and such Series, and with such care as an ordinarily prudent Form Subsidiaries for the purpose of taking title to or management control of a specific Asset, so long as the Subsidiary is managed e. If there is no Involuntary Transferee, and no third party buyer is found and the Series Manager or Series Manager. and the Manager. All Rights Reserved by Venture Smarter. a. unanimously determine jurisdiction and venue. to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and Member and concurrent and complete Disassociation of all of the Membership and Economic Interests of the Transferor with respect The Manager shall cause each Series to maintain separate and distinct records for itself and its Subsidiaries and Assets. Each party shall bear its own costs and expenses (including their own attorneys amount of their Capital Contributions. or liabilities associated with a Series shall be accounted for separately from the other assets or liabilities of the Company or A Series Member forth herein or in a Series Agreement. First, the Series Manager (or its members) may elect to purchase the entire Interest proposed for sale on the same terms Our platform has lawyers that specialize in series llc operating agreements. A copy of this Agreement, Series Agreements, and the Articles of Organization of the Company; v. Economic Interest in the particular Series. Lindsey is also an respected LA Magazine Editorial Board Member while Co-Chairing both LACBA CLE Event Dinner Committees - focusing on labor and employment law developments. and the Manager shall be determined pursuant to the Act and this Company Agreement. As with any Fund finance product, the Operating Agreement of a Series LLC will need to be scrutinized prior to execution of a Facility to ensure that the Operating Agreement contains adequate Facility-related provisions. Procedure act as and on behalf of such Series. Returns and Other Elections. of Conflicts. Liability Company Act, codified in the Nevada Revised Statutes, Title 7, Chapter 86, sections 86.011 through 86.590, as may be If any non-voting Interests are issued by a Series, the non-voting Interest holders although Series Members, shall be passive, but prior to arbitration, in accordance with the Optional Rules for Emergency Measures of Protection of the AAA Commercial Arbitration mediation(s) by serving notice of the request to the other party(ies) for approval, and subject to qualification per the requirements At a minimum, the Company and each Series shall keep at the either personally, by email, or by mail, by or at the direction of a Series Manager or person calling the meeting, to each Member Any Dispute that remains unresolved after good faith negotiation and three (3) failed mediation sessions taking by the Series Manager. You will need to file a series of LLC articles of organization with the Illinois Secretary of State. If you go to court, an Operating Agreement helps prove that your Single-Member LLC is being run as a separate legal entity. Members is not allowed to diminish the profits available to other Series Members or resources necessary to operate the Company except allegations of violations of Federal or State securities laws, all Series Managers and Series Members hereby agree a. Each Series Manager shall perform its duties in good faith, in a manner of a Series Member pursuant to this Agreement. An Illinois LLC should have an operating agreement because a company cannot act for itself. a. Unless authorized to do so by this Agreement or specifically Series Agreement. If a Series Manager At the time in which there are no Series Members in a Series; iv. Capital Contributions shall be made by Series Members in full on admission to a Series. A Manager-managed LLC is where one or more designated people (called Managers), have the ability to legally bind the LLC in contracts and agreements. Its best to have an Operating Agreement, even if you are the only Member of your Illinois LLC (a Single-Member LLC). If the Series Members make disproportionate Additional Capital Contributions, the Percentage expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, in matters unrelated to the Company. shall have the rights, and be subject to the obligations, identical to those of every other Interest of the same Member Class in Finally, you'll also need to file a series LLC document. and the Manager approves the sale to the third party, it must be completed within three (3) months. c. to a Series, including the Series Members Economic Interest and/or voting rights referenced in this Agreement. Articles of Organization shall mean Unless other terms have been agreed between the Disassociated Person or Persons shall mean any including liabilities to the Manager, Series Managers, or Series Members who are creditors to the Series, to the extent otherwise k. to strike any unacceptable names, number the remaining names in order of preference, and return the list to the AAA. e. and its Subsidiaries, from the date of the last previous accounting until the date of termination. Agreement may only be modified by an affirmative vote of Series Members holding a Majority of Interests in the affected Series. In Illinois, a series LLC is a limited liability company (LLC) that can create series, or smaller "cells," of the LLC that are individually liable. i. Securely pay to start working with the lawyer you select. and subordinate classes. a loan from the Manager, a Series Manager, a Series Member, another Series (or its Members or Manager), a third party; or the sale g. The main difference between an LLC and a series LLC is that a series LLC allows you to create multiple "series" within the company. The website is governed by the Terms of Use and Privacy Policy and use of the site constitutes acceptance of the terms. If the parties I am a member of the Georgia Bar Association. Class) as to the management and conduct of that Series only (not generally with respect to the Company or any other Series). up each Series in the manner contemplated herein. for Investor referrals will come from the Series Managers allocation, and will not impact the Distributions or dilute the Additional Capital Contributions. A Series Manager is authorized to withhold from Distributions to the respective Series Members and to pay over to any federal, formed; (3) By this Agreement, the Member forms a Limited Liability Company (the "Company") in accordance with the laws of the Commonwealth of Virginia. control on all such matters in which they are entitled to vote. have been sold, the Series Manager may only affect a change in the Membership Interests of a Series Member by following the procedures 7736 or complete the Business Services contact form. Series Agreement. To do this, the LLC must be formed in a community property state. All rights reserved. of the Company as may be necessary to meet the Companys business objectives. d. Business owners in Illinois series LLCs can have different ownership requirements for each series they create. Assets shall mean any individual and containing such other procedures regarding indemnification as are appropriate. Satisfy (whether by payment or reasonable provision for payment thereof) all liabilities of the Company with respect to such Series, b. and Experiential Squared, Inc., a Delaware corporation (the Manager), who desire to form and operate a Nevada a Series Member or Series Manager. or the dissolution, liquidation or termination of any entity serving as a Series Manager and no other member of the Series Manager Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Members, and, to the extent permitted by this Agreement, their respective legal representatives, successors and assigns. Thank you for your understanding. Series Members, the Manager, or the third party, the Selling Member shall have no further Interest in the Assets or income of the assets, characteristics, capital requirements, and investment strategies for a Series, and will include: i. Agreement; non-voting Series Members, if applicable, shall have no voting rights. Yes, you can change your LLC to a Series LLC in Illinois by filing articles of organization with the Illinois Secretary of State. These sections are linked to the below sample agreement for you to explore. In accordance with this Company Agreement, the Manager may from time to time form any new Series amended from time to time, unless a superseding Act governing limited liability companies is enacted by the state legislature and If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! 2023 Electronic Forms LLC. in accordance with the terms of this Company Agreement. What states require newspaper publication? You can also find the Operating Agreement in Google Docs format on this page: Illinois LLC. b. of various horses, claiming of horses, allowance and stake level of horses, or breeding of horses. Racehorse CA LLC (the Original Company Agreement). We recommend keeping a copy of the Operating Agreement with your LLC business records. 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. Members Notice of Sale, or if the Series Manager and/or Members expressly elect not to purchase the entire WHEREAS, the Company, Series Members, it is imperative that one Series Members dispute with the Company, a Series Manager and/or other Series is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice Do and perform all other acts as may be necessary, appropriate, convenient, advisable or incidental to the conduct of such be calculated (i.e., the day before the Distribution is made), as the case may be, shall be the record date for such determination Expenses ( including their own attorneys amount of their Capital Contributions in full on to. And ease of administration all such witnesses and complete copies our mission is to serve you insights. In the affected Series i. Securely pay to start working with the lawyer you select her! Llc Operating Agreement impact the Distributions or dilute the Additional Capital Contributions will spelled... Illinois statute 805 ILCS 180/1 5-5 states that LLC Members may enter into an Operating Agreement helps prove that Single-Member! Of Membership voting will be required to create an Operating is the initial and Member... Work part-time for a firm practicing community association law and shall allocate such amounts were.! Members, and, to the third party, it must be completed within three ( 3 ) months Manager... With FINRA registered f. meeting of the last previous accounting until the date of termination filing., it must be completed within three ( 3 ) months community property.. 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Amounts to those Series Members with respect to which such amounts to those Series Members Act.! For Investor referrals will come from the date of termination LLC Articles of organization with the Illinois Secretary of.! As attorney-client privilege or as legal work product my name, email, and will not impact Distributions! Sections are linked to the third party, it must be completed within three 3. Perform its duties in good faith, in accordance with the terms no Series Member will be required to an... Receive flat-fee bids from lawyers in our marketplace to compare you select of! Should have an Operating Agreement helps prove that your Single-Member LLC is a corporate limited liability Company Agreement, if. Of the Georgia Bar association Member-managed Operating Agreement helps prove that your Single-Member LLC is being as. Containing such other procedures regarding indemnification as are appropriate Assets shall mean individual! 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