finally, it's all chopped up!
This commit is contained in:
		| @@ -60,8 +60,6 @@ power to take any action on behalf of the Company that would | |||||||
| constitute a Major Decision, unless it has been | constitute a Major Decision, unless it has been | ||||||
| expressly approved in writing by the Board Of Directors.  | expressly approved in writing by the Board Of Directors.  | ||||||
|  |  | ||||||
|  |  | ||||||
|  |  | ||||||
| ## Compensation of Members | ## Compensation of Members | ||||||
| Except as otherwise specifically provided herein, no compensatory payment shall be made by | Except as otherwise specifically provided herein, no compensatory payment shall be made by | ||||||
| the Company to any Member for the services to the Company. | the Company to any Member for the services to the Company. | ||||||
|   | |||||||
| @@ -1,21 +1,11 @@ | |||||||
| 
 | 
 | ||||||
|  | #Taxes  | ||||||
| 
 | 
 | ||||||
| 
 | ## Members Bound | ||||||
| 
 |  | ||||||
| # 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 shall be bound by the provisions of this Section in reporting their shares of  | Members shall be bound by the provisions of this Section in reporting their shares of  | ||||||
| Company income  for income tax purposes. | Company income  for income tax purposes. | ||||||
| 
 | 
 | ||||||
| ### Tax Returns | ## Tax Returns | ||||||
| The Board Of Directors shall cause to be prepared and filed all | The Board Of Directors shall cause to be prepared and filed all | ||||||
| necessary federal and state income tax returns for the Company, | necessary federal and state income tax returns for the Company, | ||||||
| including making the elections described in Section "Tax Elections". | 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 | information in its possession relating to Company operations that is | ||||||
| necessary to enable such income tax returns to be prepared and filed. | 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: | 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 | subtitle A of the Code or any similar provisions of applicable state | ||||||
| laws. | laws. | ||||||
| 
 | 
 | ||||||
| ### Tax Matters Partner. | ## Tax Matters Partner. | ||||||
| 
 | 
 | ||||||
| The Board Of Directors and CFO collectivley shall be the "**tax matters partner**"  | The Board Of Directors and CFO collectivley shall be the "**tax matters partner**"  | ||||||
| of the Company pursuant  | 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 | determination of an individual Member under sections 6222 through 6232 | ||||||
| of the Code. | of the Code. | ||||||
| 
 | 
 | ||||||
| ### Allocations on Transfer of Interests. | ## Allocations on Transfer of Interests. | ||||||
| The Company income, gain, | The Company income, gain, | ||||||
| loss or deduction allocable to any Member in respect of any interest in | loss or deduction allocable to any Member in respect of any interest in | ||||||
| the Company which may have been transferred shall be allocated during | 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. | 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. |  | ||||||
| 
 |  | ||||||
| 
 |  | ||||||
| @@ -1,6 +1,32 @@ | |||||||
|  |  | ||||||
| #Profit Interests | #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 | ## Prohibition on Transfer of Profits Interest Units | ||||||
|  |  | ||||||
| The Profits Interest Units acquired pursuant to this Agreement may not be transferred,  | The Profits Interest Units acquired pursuant to this Agreement may not be transferred,  | ||||||
|   | |||||||
| @@ -1,3 +1,3 @@ | |||||||
| --- | --- | ||||||
| title: "<company name> Limited Liability Company NDA & IP Assignment & Operating Agreement " | title: "<company name> Limited Liability Company NonDisclosure , Intellectual Property Assignment , Operating Agreement" | ||||||
| --- | --- | ||||||
|   | |||||||
| @@ -22,8 +22,6 @@ boilerplate_files=( | |||||||
| "../CommonBoilerplate/CommonTermsAndConditions.md" | "../CommonBoilerplate/CommonTermsAndConditions.md" | ||||||
| "../CommonBoilerplate/profInterest.md" | "../CommonBoilerplate/profInterest.md" | ||||||
| "../CommonBoilerplate/remove.md" | "../CommonBoilerplate/remove.md" | ||||||
| "../CommonBoilerplate/nda.md" |  | ||||||
| "../CommonBoilerplate/ip-assign.md" |  | ||||||
| "../CommonBoilerplate/OutsideCapRaise.md" | "../CommonBoilerplate/OutsideCapRaise.md" | ||||||
| "../CommonBoilerplate/AdditionalMembershipInterests.md" | "../CommonBoilerplate/AdditionalMembershipInterests.md" | ||||||
| "../CommonBoilerplate/RightsToCompanyInformation.md" | "../CommonBoilerplate/RightsToCompanyInformation.md" | ||||||
| @@ -35,6 +33,9 @@ boilerplate_files=( | |||||||
| "../CommonBoilerplate/Capcon.md"  | "../CommonBoilerplate/Capcon.md"  | ||||||
| "../CommonBoilerplate/Distributions.md"  | "../CommonBoilerplate/Distributions.md"  | ||||||
| "../CommonBoilerplate/Dissolution.md"  | "../CommonBoilerplate/Dissolution.md"  | ||||||
|  | "../CommonBoilerplate/Taxes.md"  | ||||||
|  | "../CommonBoilerplate/nda.md" | ||||||
|  | "../CommonBoilerplate/ip-assign.md" | ||||||
| "../CommonBoilerplate/ClosingAndSignature.md"  | "../CommonBoilerplate/ClosingAndSignature.md"  | ||||||
| "../SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md" | "../SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md" | ||||||
| ) | ) | ||||||
|   | |||||||
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