3.0 KiB
#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:
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to adopt the calendar year as the Company's fiscal year;
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to keep the Company's books and records on the income-tax method;
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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
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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.