71 lines
3.0 KiB
Markdown
71 lines
3.0 KiB
Markdown
|
|
||
|
|
#Taxes
|
||
|
|
|
||
|
|
## Members Bound
|
||
|
|
Members shall be bound by the provisions of this Section in reporting their shares of
|
||
|
|
Company income for income tax purposes.
|
||
|
|
|
||
|
|
## Tax Returns
|
||
|
|
The Board Of Directors shall cause to be prepared and filed all
|
||
|
|
necessary federal and state income tax returns for the Company,
|
||
|
|
including making the elections described in Section "Tax Elections".
|
||
|
|
|
||
|
|
Each Member shall furnish to the Board Of Directors all pertinent
|
||
|
|
information in its possession relating to Company operations that is
|
||
|
|
necessary to enable such income tax returns to be prepared and filed.
|
||
|
|
|
||
|
|
## Tax Elections.
|
||
|
|
|
||
|
|
The following elections shall be made on the appropriate returns of the Company:
|
||
|
|
|
||
|
|
* to adopt the calendar year as the Company's fiscal year;
|
||
|
|
|
||
|
|
* to keep the Company's books and records on the income-tax method;
|
||
|
|
|
||
|
|
* if there is a distribution of Company property as described in
|
||
|
|
section 734 of the Code or if there is a transfer of a Company interest
|
||
|
|
as described in section 743 of the Code, upon written request of any
|
||
|
|
Member, to elect, pursuant to section 754 of the Code, to adjust the
|
||
|
|
basis of Company properties; and
|
||
|
|
|
||
|
|
* to elect to amortize the organizational expenses of the Company
|
||
|
|
ratably over a period of twelve (12) or sixty (60) months as permitted by section
|
||
|
|
709(b) of the Code.
|
||
|
|
|
||
|
|
No election shall be made by the Company or any Member to be excluded
|
||
|
|
from the application of the provisions of subchapter K of chapter 1 of
|
||
|
|
subtitle A of the Code or any similar provisions of applicable state
|
||
|
|
laws.
|
||
|
|
|
||
|
|
## Tax Matters Partner.
|
||
|
|
|
||
|
|
The Board Of Directors and CFO collectivley shall be the "**tax matters partner**"
|
||
|
|
of the Company pursuant
|
||
|
|
to section 6231(a)(7) of the Code. As
|
||
|
|
tax matters partner, they shall take such action as may be
|
||
|
|
necessary to cause each other Member to become a "**notice partner**"
|
||
|
|
within the meaning of section 6223 of the Code. Such Member shall inform
|
||
|
|
each other Member of all significant matters that may come to its
|
||
|
|
attention in its capacity as tax matters partner by giving notice
|
||
|
|
thereof within ten days after becoming aware thereof and, within such
|
||
|
|
time, shall forward to each other Member copies of all significant
|
||
|
|
written communications it may receive in such capacity. Such Member
|
||
|
|
shall not take any action contemplated by sections 6222 through 6232 of
|
||
|
|
the Code without the consent of the Board Of Directors. This provision is not
|
||
|
|
intended to authorize such Member to take any action left to the
|
||
|
|
determination of an individual Member under sections 6222 through 6232
|
||
|
|
of the Code.
|
||
|
|
|
||
|
|
## Allocations on Transfer of Interests.
|
||
|
|
The Company income, gain,
|
||
|
|
loss or deduction allocable to any Member in respect of any interest in
|
||
|
|
the Company which may have been transferred shall be allocated during
|
||
|
|
such year based upon an interim closing of the Company's books as
|
||
|
|
described in the first sentence of Treasury Regulations §
|
||
|
|
1.706-1(c)(2)(ii), taking into account the actual results of Company
|
||
|
|
operations during the portion of the year in which such Member was the
|
||
|
|
owner thereof, and the date, amount and recipient of any distribution
|
||
|
|
which may have been made with respect to such interest.
|
||
|
|
|
||
|
|
|