From 4bef56b246e15b224b10d0bb22dda6e75cf66fb5 Mon Sep 17 00:00:00 2001 From: Charles Wyble Date: Wed, 28 Oct 2020 01:26:23 -0500 Subject: [PATCH] finally, it's all chopped up! --- CommonBoilerplate/ManagementOfTheCompany.md | 2 - .../Taxes.md | 48 +++---------------- CommonBoilerplate/profInterest.md | 26 ++++++++++ SingeLLCOpAgreement/title.md | 2 +- build/common.sh | 5 +- 5 files changed, 36 insertions(+), 47 deletions(-) rename SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md => CommonBoilerplate/Taxes.md (62%) diff --git a/CommonBoilerplate/ManagementOfTheCompany.md b/CommonBoilerplate/ManagementOfTheCompany.md index faf7eef..b1febfe 100644 --- a/CommonBoilerplate/ManagementOfTheCompany.md +++ b/CommonBoilerplate/ManagementOfTheCompany.md @@ -60,8 +60,6 @@ power to take any action on behalf of the Company that would constitute a Major Decision, unless it has been expressly approved in writing by the Board Of Directors. - - ## Compensation of Members Except as otherwise specifically provided herein, no compensatory payment shall be made by the Company to any Member for the services to the Company. diff --git a/SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md b/CommonBoilerplate/Taxes.md similarity index 62% rename from SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md rename to CommonBoilerplate/Taxes.md index ac15693..4e364b3 100644 --- a/SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md +++ b/CommonBoilerplate/Taxes.md @@ -1,21 +1,11 @@ +#Taxes - - -# Board Oversight of the Company -The Company itself and it's Members shall be overseen by Indepdent Directors, to be -known as the “For Profit Committee”. The committee shall be governed by -the For Profit Committee Charter. - -Changing the Committee Charter requires a unamious vote of written consent by -the LLC members. - - -### Members Bound +## 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 +## 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". @@ -24,7 +14,7 @@ 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. +## Tax Elections. The following elections shall be made on the appropriate returns of the Company: @@ -47,7 +37,7 @@ 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. +## Tax Matters Partner. The Board Of Directors and CFO collectivley shall be the "**tax matters partner**" of the Company pursuant @@ -66,7 +56,7 @@ 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. +## 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 @@ -78,29 +68,3 @@ owner thereof, and the date, amount and recipient of any distribution which may have been made with respect to such interest. -####################################################### - -The Profits Interest Units below are issued to Party on the terms and conditions -set forth in this Agreement. - -Party shall make no Capital Contribution to the Company in connection with the -Profits Interest Units issued hereunder and, as a result, -Parties Capital Account balance in the Company immediately after their receipt of -the Profits Interest Units shall be equal to zero. - -Notwithstanding anything to the contrary contained in the LLC Agreement or set forth -herein, with respect to the rights of Party related to, in respect of and in connection -with the Company, Board Of Directors and other Members, Party and the Profits Interest -Units owned thereby shall have only a right to share in or be allocated Net Profits and -Net Losses and receive or share in distributions of the Company as set forth in -the Agreement. - -Party agrees to execute a counterpart signature page to the Agreement, in the form -attached hereto and shall thereupon become a Member as of the Effective Date. - -The Profits Interest Units acquired pursuant to this Agreement shall be fully -subject to the terms and conditions contained in this Agreement, and Party -hereby acknowledges that Participant has read and understands the terms and conditions -contained therein. - - diff --git a/CommonBoilerplate/profInterest.md b/CommonBoilerplate/profInterest.md index fe1a57b..0c35340 100644 --- a/CommonBoilerplate/profInterest.md +++ b/CommonBoilerplate/profInterest.md @@ -1,6 +1,32 @@ #Profit Interests +## Introduction + +The Profits Interest Units below are issued to Party on the terms and conditions +set forth in this Agreement. + +Party shall make no Capital Contribution to the Company in connection with the +Profits Interest Units issued hereunder and, as a result, +Parties Capital Account balance in the Company immediately after their receipt of +the Profits Interest Units shall be equal to zero. + +Notwithstanding anything to the contrary contained in the LLC Agreement or set forth +herein, with respect to the rights of Party related to, in respect of and in connection +with the Company, Board Of Directors and other Members, Party and the Profits Interest +Units owned thereby shall have only a right to share in or be allocated Net Profits and +Net Losses and receive or share in distributions of the Company as set forth in +the Agreement. + +Party agrees to execute a counterpart signature page to the Agreement, in the form +attached hereto and shall thereupon become a Member as of the Effective Date. + +The Profits Interest Units acquired pursuant to this Agreement shall be fully +subject to the terms and conditions contained in this Agreement, and Party +hereby acknowledges that Participant has read and understands the terms and conditions +contained therein. + + ## Prohibition on Transfer of Profits Interest Units The Profits Interest Units acquired pursuant to this Agreement may not be transferred, diff --git a/SingeLLCOpAgreement/title.md b/SingeLLCOpAgreement/title.md index 13e68ef..b3e659d 100644 --- a/SingeLLCOpAgreement/title.md +++ b/SingeLLCOpAgreement/title.md @@ -1,3 +1,3 @@ --- -title: " Limited Liability Company NDA & IP Assignment & Operating Agreement " +title: " Limited Liability Company NonDisclosure , Intellectual Property Assignment , Operating Agreement" --- diff --git a/build/common.sh b/build/common.sh index 66b7afa..08ad66b 100644 --- a/build/common.sh +++ b/build/common.sh @@ -22,8 +22,6 @@ boilerplate_files=( "../CommonBoilerplate/CommonTermsAndConditions.md" "../CommonBoilerplate/profInterest.md" "../CommonBoilerplate/remove.md" -"../CommonBoilerplate/nda.md" -"../CommonBoilerplate/ip-assign.md" "../CommonBoilerplate/OutsideCapRaise.md" "../CommonBoilerplate/AdditionalMembershipInterests.md" "../CommonBoilerplate/RightsToCompanyInformation.md" @@ -35,6 +33,9 @@ boilerplate_files=( "../CommonBoilerplate/Capcon.md" "../CommonBoilerplate/Distributions.md" "../CommonBoilerplate/Dissolution.md" +"../CommonBoilerplate/Taxes.md" +"../CommonBoilerplate/nda.md" +"../CommonBoilerplate/ip-assign.md" "../CommonBoilerplate/ClosingAndSignature.md" "../SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md" )