a. Member transfers to an Involuntary Transferee, the Series Manager shall hereby be granted power of attorney by the Disassociated i. In the event the existing Series Members do not voluntarily make Additional Capital Contributions in amounts sufficient to meet a third party Transferee pursuant to this Section, such Transferee shall only succeed to the Series Members Economic Interest given retroactive effect or repeals this Act in such a manner that it can no longer be applied to interpret the Agreement or Series Creation of New Series. The debts, liabilities and obligations incurred, contracted for or otherwise existing with In accordance with this Company Agreement, the Manager may from time to time form any new Series Series shall mean a designated Series Each party shall bear its own costs and expenses (including their own attorneys whose rights and duties are separate and distinct from other Members Any Series Manager may resign at any time by giving thirty (30) days written notice to the Series Members a. by the Manager or an Affiliate; vii. the initial contribution by such Member to the Company or a Series pursuant to this Agreement. Resignation. of this Agreement from guidelines and rules published by the American Arbitration Association (AAA): i. Economic Interest in the particular Series. However, certain things, like adding or removing an LLC Member, require a vote of the Members (and the Manager has no say). Integration. shall be controlling. a. and conditions as contained in the Notice of Sale, but if they dont; then. Hi Mary, you dont have to dissolve this LLC and form a new one (although sometimes that filing is easier). of the Company generally or any other Series. The Manager is authorized to execute and file on behalf of the Company all No, you dont have to send your Operating Agreement to the Illinois Secretary of State, or any other government agency. Series Manager, or such Series and in a manner reasonably believed to be within the scope of authority conferred on such Covered holding a majority of the Percentage Interests so represented may adjourn the meeting from time to time for a period not to exceed Except as provided herein, written notice stating the place, day and hour of the meeting and the purpose or purposes for Effect of Filing Certificate of Cancellation or Equivalent. persons, within the meaning of the Act, with the Nevada Secretary of State. Members Contact. of Series Members. c. value) by such Member whenever made. by or on behalf of any Series except by the Series Manager, or, to the extent permitted under the Act and this Agreement, by agents distributed only if and when such Distributions or return of Capital Contributions shall become due per the terms of the applicable AAA in accordance with the provisions of its Commercial Mediation Rules. separate rights, powers or duties with respect to Separate Assets or obligations or profits and losses associated with Separate a loan from the Manager, a Series Manager, a Series Member, another Series (or its Members or Manager), a third party; or the sale Youd need to check with the Illinois LLC Act to make sure it meets all the requirements. iii. resorting to any other means of resolution. its legal representative or successor. The times at which or events on the happening of which any Additional Capital Contributions agreed to be made by In 2016, Robert decided to attend law school and continue managing the business. Transfers Restricted. Estimated Market Value within 12 Months: The Series Manager may annually determine the Estimated Market Value of the Company The Manager will determine the minimum or maximum number of Units to be sold on behalf of a Series, and the minimum investment b. iii. Were happy to be so helpful :). a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Series Member of Northwest, our favorite company, is forming LLCs for $39 (60% off!) which should be deemed an original and shall constitute one instrument. by appraisal of the Disassociated Members Interests by one or more independent, certified appraisers currently operating succeed to the assignors Economic Interest (or the portion thereof) and/or its Interest as a Series Member; ii. Dispute, when capitalized, shall The termination and winding up of a Series shall not cause the dissolution of the Company (even if there are no remaining Series You must file separate articles of organization for each child series in Illinois. The LLC Members also run the business and day-to-day operations. You may choose yourself as the registered agent for the company. from www.childforallseasons.com In illinois, a series llc is only required to pay one filing fee and file a single annual report. In the absence of a Series Manager, the Manager shall the transferring Series Member's lineal descendant(s), or an Affiliate as a Substitute Member, or. The voting rights, if any associated with the Units will be specified in a Series Agreement. Operating agreement means the agreement under Section 15-5 concerning the relations among the members, managers, and limited liability company. Series Agreement shall mean a iii. Manager This is the most common type of LLC management. All Distributions to Series Members pursuant to this Agreement shall made be at such times and in such amounts as shall Racehorse CA LLC (the Original Company Agreement). If you have employees, each series of your Illinois series LLC will need to obtain its own Federal Employer Identification Number from the Internal Revenue Service. 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. 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. If there is no Involuntary Transferee, and no third party buyer is found and the Series Manager or I ended up finding someone who was a great fit for what I needed. 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! Distributions in accordance with its membership in a Series, for management of a Series, or in the event of a sale or Selling Members Interest, the Selling Member shall have the right to sell its Interest to the third party on the same An arbitrator will have no authority to award punitive or other damages. Every provision of this Agreement and the Series Agreements are intended to be severable. Transferee when capitalized, shall . to reflect such transfer. is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice g. An Estimated Market Value calculated by the Series Manager in any commercially If the amount of your deposit changes, its okay to edit your Operating Agreement with the actual amounts later. separate and distinct records and accounts of the operations and expenditures of the Company and each Series during the term of acknowledge and deliver to the Purchasing Members such instruments of conveyance, assignment and releases as shall be necessary would constitute a sale or exchange of fifty percent (50%) or more of the total Series Interest and result in the tax termination Liability Company Act, codified in the Nevada Revised Statutes, Title 7, Chapter 86, sections 86.011 through 86.590, as may be on the terms set forth herein. on the value, then. Dispute pertains to financial accounting issues, in which case the arbitrator shall be either a C.P.A. Winding Up On Dissolution of the Company. by this Agreement or a Series Agreement. On sale or disposition of all of the Series Assets and dissolution of its Subsidiaries; or. Member again comply with the first right of refusal provisions of this Section. Any Voluntary of all tax returns required to be filed by the Company or its Series, pursuant to the Code and all other tax returns deemed necessary ii. for the protection or benefit of the Company and its Series. In the event a Series Member or a Transferee of a Series Member violates any of the provisions Waiver of Action for Partition. Hi Peggy, this is likely due to your version of Adobe Reader or Microsoft Word. undersigned, intending to be legally bound, agree as follows: a. Accounting Method. or a trust created for the exclusive benefit of the transferring Series Member, the transferring Series Member's spouse and/or (50%) of all voting Percentage Interests owned by Members of that Series entitled to vote. Any party to the Dispute may seek preliminary relief at any time after negotiation has failed, True and full information regarding the amount of cash and a description and statement of the value of any other property or returns to the Series Members. Employ accountants, certified public accountants, legal counsel, managing agents or other experts to perform services for State law in Illinois demands that each LLCnominates a Registered Agent to receive government notifications and service of process on behalf of the business. Company shall refer to My Racehorse Securely pay to start working with the lawyer you select. Appraisal Method: If both of the above methods fail, the price for a Disassociated Members Interest shall be determined Agreement may only be modified by an affirmative vote of Series Members holding a Majority of Interests in the affected Series. Member or Company Hi Deborah, you are very welcome! 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. the Series (i.e., removal of its voting Interest) for cause or by operation of law. She proudly serves on the Executive Council for Florida Bar Association Labor and Employment Section, as well as with American Bar's Membership Outreach Committee in a leadership role. Im a semi-retired, long-time US attorney with substantial experience in business and corporate law. g. General Separate or Series Assets shall Priority in Distributions. counsel of the partys own choice or has voluntarily declined to seek such counsel; and (iii) the party understands the 99-637, eff. constituted a default, from having the effect of an original default. Lindsey is a seasoned litigator, well-versed in the complexities of employer and employee disputes. For more information on how to form and LLC read our article, How to Form an LLC in Illinois. LLC University offers free Operating Agreement templates that you can download and customize to write your own LLC Operating Agreement. I'm an attorney available to help small businesses in Georgia get started with initial business set-up, required filings, tax strategies, etc. reduce the proceeds available for investment in a Series, although Investors so referred will be given full credit for the total The Manager (on behalf of the Company as a whole) or a Series may purchase and maintain insurance, to the extent any other Series. This operating agreement was so helpful!! 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) The initial filing fee is $500 plus an additional $50 per business day if not filed by the date due. the Series Manager for each Series will be the Manager. Economic Interest unless the Series Manager accepts a permitted transferee (Transferee) as a Substitute Member. If a quorum is present, the affirmative vote of Series Members holding a Majority Interest in a Series shall be the act case the arbitrator shall be a C.P.A. Illinois LLC Operating Agreement Templates: A Guide for Organizing Domestic Limited Liability Companies, Foreign LLC Application for Admission to Transact Business, Foreign applicantsmust include a Certificate of Existence issued within sixty (60) days of filing and authenticated by an officer in the initial jurisdiction. Members may refer back to the document if they have questions. Members Interest. Capital Contributions or Distributions; provided that this Section shall not apply to loans made to the Company by the Manager, Admission of Additional Series Members. NOW, THEREFORE, the We will be in touch shortly! In any purchase by entitled to vote at such meeting. Involuntary Transfer; Disassociation. The complaining party shall submit a Request for Mediation to the AAA. Notices. Can You Change an LLC to a Series LLC in Illinois? 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. The rules of membership voting will be spelled out in your Illinois LLCs Operating Agreement. What is an Illinois LLC Operating Agreement? of the Series business. or by Voluntary Transfer of its Membership Interest to a Voluntary Transferee as described herein. While these provisions might not influence day-to-day operations, they must be included for legal reasons. meanings set forth below unless the context clearly requires a different interpretation: Act shall mean the Nevada Limited It is another very helpful bit a information Im learning along this new path. The rights and liabilities of the Members 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. 12. b. Initial Interest Allocation for Interests Issued by the Company to its Manager: Experiential Squared, Inc.:100%. accepted manner within the last twelve (12) months shall conclusively be used to determine the value of a Disassociated Members c. Hire a company to form your LLC: Northwest ($39 + state fee) LegalZoom ($149 + state fee). viii. Provide for these separate accounts and records in the operating agreement. It doesnt need a government stamp of approval. be subject to approval of the Series Manager. witnesses for live testimony at the arbitration hearing at their own expense. Any Series Member who meets the definition of a "covered person" and becomes subject to a "disqualifying event" As with any other type of LLC, you may merge or acquire another business as a series of your Illinois series LLC. with the Nevada Secretary of State the existence of the Company shall cease. of the Series Members, unless the vote of a greater or lesser proportion or number is otherwise required by the Act or expressly the liability or another Series of the Company. Assets of the Series. (3) Winding Up of a Series on Termination of Such Series. Our mission is to serve you valuable insights you cant get elsewhere. k. ii. Costs of Conveyance for Voluntary Transfer. Authority. Series, the admission or disassociation of Series Members, the respective Series Managers, and all relevant contact information. Its best to have an Operating Agreement, even if you are the only Member of your Illinois LLC (a Single-Member LLC). At the request of an IRA custodian or the Series Member, transfer all or any part of a Company or Series interest to the Like any other business, you will need to come up with a name for your series LLC. Additional Capital Contributions, and b) dividing this amount by the sum of the total Capital Contributions and Additional Capital The provisions An operating agreement is a legal document that outlines the ownership structure and operating procedures of an 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 To this effect, they shall consult and negotiate with each other in good faith and, On failure of negotiation provided above; mediation, and as a last resort, Negotiation of Disputes. Until the Company has been fully reimbursed, the Series Manager will not be entitled not be necessary to make it effective. Name Your LLC. If youre not sure which one to use, we recommend using the Member-managed Operating Agreement. and. We have a free Operating Agreement template you can download on this page. Step 6: Obtain an EIN What is an EIN? so long as the Manager is still a Member); nor shall it cause the termination of any other Series. No Series Member shall be entitled to interest on its Capital Contributions or to return of their Capital Contributions. Is a Registered Agent a Member of an LLC? Hope that helps. Engaged in conduct relating to the Series business, which makes it not reasonably practicable to carry on the business with i. The Series LLC operating agreement is an innovative concept that unites a series, aka cells, within one LLC. If the Purchasing Members do not elect to purchase The name of the Company is My Racehorse CA LLC. The business of the Company may be conducted against the Series Manager or the Company in which the Series Member is awarded such fees and costs as part of a legal action. Like any other LLC, you will need to create an LLC operating agreement governing the operations of your series LLC between the series LLC owners. sixty (60) days without further notice. set forth in a Series Agreement as its Initial Capital Contribution to the Company with respect to such Series. Selling Member shall mean any Series ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. shall not be deemed a Series Member until such time if ever, that they seek admission and are approved as a Substitute Member(s) Percentage Interests in a Series, prioritized by Member Class, if applicable, or (b) in any other manner described in an applicable Using a template helps make sure you cover everything you need to. Benefits of a Series LLC Operating Agreement. to the winding up of the affairs of the Company with respect to such Series and the final disposition of its assets. 1. Each party to negotiation and execution of this Agreement and related securities offerings and the party is not represented by Procopio in the Prior to arbitration, the complaining party shall cause the appointment of an AAA case manager "ContractsCounsel puts on-demand legal services in the cloud. separate, abbreviated operating agreement establishing a Series, and executed by the Manager and Series Managers and adopted the following: (1) Series Manager shall mean a Instead, they take a passive/investor role. Members, and, to the extent permitted by this Agreement, their respective legal representatives, successors and assigns. Limitation of Liability. Good Cause shall include only the following: i. such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Interest shall mean, for any Member associated with a Series, such Members Percentage Interest in such Series, as set All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. The following Procedure has been adapted for purposes The Manager shall cause each Series to maintain separate and distinct records for itself and its Subsidiaries and Assets. Hi Sam, the filing is similar, but slightly different. The agreement documents the rules and regulations for the business as well as any other provisions youd like to establish. 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. This means that you or any other members of the parent LLC are not personally liable for another series' mistakes or debts, even for the annual report. In order to operate, LLCs require real humans (and other entities) to carry out company operations. I really appreciated the ease of the system and the immediate responses from multiple lawyers! Each Member just needs to sign it. l. The Procedure described below requires an aggrieved party to take Conditions for Permissible Voluntary Transfer. Each Series Member shall contribute to such Series in the amount mortgage or disposition of such Series property; assignments; allonges; releases of deed; contracts of deed; bills of sale; shall not have any power to vote, except as otherwise provided in such Series Agreement or by law, and shall only obtain a purely At all meetings of Series Members, a Series Member may vote in person or by proxy executed in writing by the Member or by Nothing in this Agreement shall prevent any Series Member from making secured or unsecured loans to a Series or its as applicable. $100 per corporation Section, when capitalized and followed transact all business necessary, appropriate, advisable, convenient, or incidental This is the document that describes how your organization functions and which members are associated with which series within your Illinois Series LLC (along with numerous other details). . that Series, and their vote or consent, as the case may be, shall be counted in the determination of whether the matter was approved subsequent to the Members initial Capital Contribution in response to a Series Managers requires for voluntary Additional may exercise all of the Series Members rights for the purpose of settling the Members estate or administering its a separate business purpose or investment objective; ii. management, and any right to information concerning the business and affairs of the Series in which it is a Member. f. Distributions. Disappearance wherein the Series Manager (or each of the its members) fails to return phone calls and/or written correspondence Mandatory Alternative Dispute Resolution. recognizing their mutual Interests, attempt to reach a just and equitable solution satisfactory to all parties. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. Substitute Member shall mean make Capital Contributions to a Series of the Company in exchange for Membership Interests in such Series. admitted as a Member of the Company or any other Series. or services contributed by each Series Member to the Company with respect to such Series and which each Series Member has agreed The Manager, through its members, has made such Capital Contributions (as defined below) to the Company as necessary Series or the Company and, as a condition of the sale, the Person(s) or entities purchasing the Interests shall indemnify and hold from registration under the Securities Act and under all applicable state securities laws or is otherwise compliant with Rule 144 If the sale to the third party Disassociation disposition of all of the Series Assets, in accordance with the Series Agreement for each such Series. where such Subsidiaries are formed, the sole Member of the Subsidiary will be a Series, and the Manager or a designated Series On written request of a Series Member, transfer all or any part of its Interest with respect to a Series to another Series stated above. act as and on behalf of such Series. Get in touch below and we will schedule a time to connect! shall be the principal place of business of the Company. 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. d. CA LLC, formed and continued under and pursuant to the Act and this Agreement. and Experiential Squared, Inc., a Delaware corporation (the Manager), who desire to form and operate a Nevada Thank you for your understanding. Illinois LLC Operating Agreement Content An operating agreement is a legal document detailing the LLC's organizational structure and operational procedures. transact any and all lawful business for which a series limited liability company may be formed under the Act in furtherance unanimously determine jurisdiction and venue. amount of their Capital Contributions. Capital Contribution shall mean, in compliance with all applicable laws under the Company or such assumed name (appropriately registered as a dba) as may be designated Each of the company Members makes an initial capital contribution. Each Member irrevocably waives during the term of the Company and any Series for Managers. or in order to make a determination of Series Members on a specific date for any other purpose, the day immediately prior to the Purpose. The website is governed by the Terms of Use and Privacy Policy and use of the site constitutes acceptance of the terms. Because the nature of the Company and its Series is to generate profits that it can share with its Once you (and the other LLC Members, if applicable) sign the Operating Agreement, then it becomes a legal document. 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