RWSCP/StartupStarterPackage
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finally, it's all chopped up!

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Charles N Wyble - admin 2020-10-28 01:26:23 -05:00
parent 978b906c06
commit 4bef56b246
5 changed files with 36 additions and 47 deletions
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2
CommonBoilerplate/ManagementOfTheCompany.md
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@ -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.

48
SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md → CommonBoilerplate/Taxes.md
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@ -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.

26
CommonBoilerplate/profInterest.md
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@ -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,

2
SingeLLCOpAgreement/title.md
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@ -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"
---

5
build/common.sh
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@ -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"
)