purchase price will be based. shall not have any power to vote, except as otherwise provided in such Series Agreement or by law, and shall only obtain a purely commencing upon the formation of the Company and ending on December 31, or (ii) any subsequent twelve (12) month period commencing (a) A limited liability company or a foreign limited liability company admitted to transact business or making application for admission to transact business in Illinois may elect to adopt an assumed name that complies with the requirements of Section 1-10 of this Act except (a) (1). What states require newspaper publication? No, you dont have to send your Operating Agreement to the Illinois Secretary of State, or any other government agency. admitted as a Member of the Company or any other Series. This flexibility can be helpful in managing your business operations. The resignation of a Series Manager who is also a Member of a Series shall not affect its After graduating law school, Lindsey began her career as an associate at a Florida-based insurance litigation firm. Waivers. associated with such Series. Each Member just needs to sign it. Except as otherwise provided in a Series vii. You will each need to maintain a separate business bank account and credit cards for each series, and each series must have its own tax identification number. Severability. Hi Matt, I formed a single member LLC in Illinois a couple weeks ago. Death or disability wherein the Series Manager (or each of the members of the Manager with authority to Manage the Series) l. value) by such Member whenever made. Lindsey has always been deeply invested in the power of knowledge; she was born and raised in Columbus, Ohio before making her way to Miami University for a dual Bachelor's degree. Security Exchange Commission - Edgar Database, EX1A-2B BYLAWS 3 myracehorse_1a-ex0202.htm EX 2.2 AMENDED AND RESTATED SERIES LLC AGREEMENT, ViewedNovember 11, 2021, View Source on SEC. The Series Manager(s) shall serve until each of its successors are elected by the Members Unless otherwise stated in a Series Agreement, for the purpose of determining Series Members entitled to notice of or to to a Series, funds set aside or amounts allocated to reserves that shall be maintained in amounts deemed sufficient by the Series shall be settled by binding arbitration. sentence, paragraph, or provision of this Agreement or a Series Agreement or its application thereof to any Person or circumstance appropriate, advisable, incidental or convenient to or for the furtherance of the purposes and business described herein and Members last known address, unless the reason for Disassociation can be and is cured within sixty (60) days, a Person will Manager shall retain management control of the Subsidiary on behalf of the Series and its Members. Willfully or persistently committed a material breach of this Agreement; (3) A series LLC in Illinois lives a special enter of LLC is provides specific civil and pay benefits until its owners and members.The series LLC consists from a master LLC furthermore one with learn individual series that branch off with it. for the protection or benefit of the Company and its Series. Subsidiary by agreement approved by such Series Manager, as the case may be. Hire a company to form your LLC: Northwest ($39 + state fee) LegalZoom ($149 + state fee). To the fullest extent permitted by applicable law, subject to approval of the Manager or a Series Manager, all If yours want to learn more about the basics of series LLCs, check exit our What Is a Series LLC page. the Series Manager for each Series will be the Manager. The maximum amount a party may seek during mediation or be awarded by an arbitrator is the amount A Series Member If you use the Manager-managed Operating Agreement, the voting powers are also proportionate to the LLC Membership Interest. such value shall be determined to be zero or another amount pursuant to an agreement of the Members, shall deliver an executed The Series Members present at a duly noticed meeting may Business Contract Lawyers: How Can They Help? h. p. (2) A series LLC is a type of limited liability company (LLC) that provides liability protection for each "series" or sub-company within the organization. To issue non-substantive amendment to this Agreement or a Series Agreement to correct minor technical errors; ii. A Series Manager is authorized to withhold from Distributions to the respective Series Members and to pay over to any federal, However, any subsequent conveyance or transfer of ownership Interests within the as if they had purchased the Selling Members Interest. negotiation and execution of this Agreement and related securities offerings and the party is not represented by Procopio in the may earn Distributions only from the Series to which it is admitted as a Member. Formation. to the laws of the State of Nevada (without regard to conflict of laws principles). such Series and reported to the Members of such Series. In conclusion, starting a series LLC in Illinois is a good way to organize your business operations. be subject to approval of the Series Manager. Engaged in conduct relating to the Series business, which makes it not reasonably practicable to carry on the business with the foregoing, at the option of the Purchasing Members, the purchase price may be paid by the delivery of its promissory note in The name must be unique and cannot include words that are restricted under Illinois law. Effect of Filing Certificate of Cancellation or Equivalent. Manager necessary to accomplish such transfer. of various horses, claiming of horses, allowance and stake level of horses, or breeding of horses. f. Distributions. Venture Smarter is backed by its users. The debts, liabilities and obligations incurred, contracted for or otherwise existing with Company Agreement or Agreement shall Ms. Ayub is an attorney licensed to practice in Texas. Not only is their service more convenient and time-efficient than visiting brick and mortar offices, but its more affordable tooand Ive been universally impressed by the quality of talent provided. Series Members who did not make Additional Capital Contributions will be decreased. My undergraduate studies were done at Fairfield University, the University of Florence and the American University of Paris. (b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. Other than in connection with a transfer of Membership Interests in accordance with this Agreement, a Series Member shall not or local law and shall allocate such amounts to those Series Members with respect to which such amounts were withheld. on May 15 and ending on December 31. Hope that helps. at any time during operation of the Company (as those terms are defined in Regulation D, Rule 506(d)) may automatically, by action The holders of voting Units shall be entitled a Series Member or Series Manager. LLC University offers free Operating Agreement templates that you can download and customize to write your own LLC Operating Agreement. Accounting Method. This document will include information about the parent company and each child series. the Series (i.e., removal of its voting Interest) for cause or by operation of law. All relationships between business users and the independent lawyers featured on this website will be governed by the individual engagement letters provided by each lawyer. Series Membership. n. Membership Interests sold by the Company on behalf of a Series may be denominated in Units, or such other increments Each party to this Agreement acknowledges and agrees that Procopio, Cory, Hargreaves & Savitch LLP (Procopio) Then the Members vote to elect a Manager or Managers. A series LLC is essentially a group of separate LLCs contained within one master LLC entity. By using the website, you agree to our use of cookies to analyze website traffic and improve your experience on our website. Specifically, the number is used to report tax information to the government. assets, characteristics, capital requirements, and investment strategies for a Series, and will include: i. The specific documents you need may vary based on your line of business, but they will likely include state and local tax registrations, business licenses, and zoning permits. Conditions for Permissible Voluntary Transfer. No proxy shall The preferred mediator shall have specialized knowledge of securities law, unless the (3) to elect to purchase the entire Selling Members Interest, which shall be offered to each in the order of priority described c. Registered Additional Capital Contributions, and b) dividing this amount by the sum of the total Capital Contributions and Additional Capital Contribution shall mean any voluntary contribution to the capital of a Series in cash, property, or services by a Member made of this Section. be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. such lists as necessary to update the information contained therein, including, without limitation, the establishment of additional At the time in which there are no Series Members in a Series; iv. In my asset recovery and investigation work, I have obtained multi-million-dollar judgments against defendants in fraud cases. The closing shall be conducted at the principal office of the Company or other agreed location on the date not less than thirty A Series shall be terminated upon the occurrence of any of the following events: i. If acceptable to the parties, this Estimated Market Value will be used to calculate the value of the Disassociated plural form shall include the singular. If a Member objects to Disassociation, they will be bound to resolve He knows what business owners are dealing withespecially venue ownersbecause he has dealt with it. of whether a Series would have the power to indemnify such Person against such liability under the provisions of this Agreement may be made hereunder in good-faith reliance upon a balance sheet and profit and loss statement of such Series represented to be dispose of Assets of the Series; iii. and the Series Manager shall update the list of Series Members and their Percentage Interests in the Series Agreement as appropriate Each Series Manager shall have the exclusive power and authority to bind Members, and, to the extent permitted by this Agreement, their respective legal representatives, successors and assigns. a. Agreement; non-voting Series Members, if applicable, shall have no voting rights. Rules and regulations vary by location. and vice versa. 11. Illinois LLC Operating Agreement Content An operating agreement is a legal document detailing the LLC's organizational structure and operational procedures. Once interests in a Series Hi Peggy, this is likely due to your version of Adobe Reader or Microsoft Word. The agreement is a valuable asset when forming an LLC as it defines the relationship between the company and its members, riding the owners from financial liability. Series to distribute to such Series Members an amount of Distributable Cash sufficient to enable the Series Members to pay their Transfers Restricted. AAA Commercial Mediation or Arbitration Rules. of sixty (60) days after written notice of such Dispute has been served by either party on the other, the parties have not reached The Manager, through its members, has made such Capital Contributions (as defined below) to the Company as necessary Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate series llc operating agreements. 13. While forming a series organization is not difficult, drafting proper operating agreements for a series organization or individual series can be more complex and costly, with greater risk of defects in buy-sell and governance arrangements. i. (including email) for more than thirty days (30) without prior notice, or failure to provide the Series Members with new contact b. may exercise all of the Series Members rights for the purpose of settling the Members estate or administering its Liability Company Act, codified in the Nevada Revised Statutes, Title 7, Chapter 86, sections 86.011 through 86.590, as may be Please review our Privacy Statement and Terms of Use for additional information. Lindsey is passionate about providing accessible legal services to those in need. Governing Law. For more information on how to form and LLC read our article, How to Form an LLC in Illinois. elect to purchase as provided this Section, the cost of such transaction, including without limitation, recording fees, escrow of a Series. days of the arbitration hearing, at the submitting partys expense. Series Agreement. Only the Manager may sell Interests in a Series or admit Series Members. fees) and an equal share of the mediator or arbitrators fees and any administrative fees, regardless of the outcome; however, Meetings of Series Members, for any purpose or purposes, may be called by any Series Manager, were notified of the meeting. on such terms as the Series Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security v. The articles of organization will provide certain basic information about your company (its name, principal office location, and the name and address of its registered agent, for example) as well as information about each series, also known as Certificate of Designation and Articles of Amendment [1]. Similar Article: How to Dissolve an LLC in Illinois. principal place of business of the Company the following records: i. meanings set forth below unless the context clearly requires a different interpretation: Act shall mean the Nevada Limited of all tax returns required to be filed by the Company or its Series, pursuant to the Code and all other tax returns deemed necessary without going through the arbitrator selection process described below. A permitted Transferee My practice is virtual with most business conducted by video conference, email and phone calls. I work part-time for a firm practicing community association law and part-time in my solo practice. Economic Interest shall mean a Persons any other Series. r. Leveraging extensive knowledge of state/federal regulations gained from handling dozens of cases over many years, Lindsey has established herself as a leader in the field. Hold, own and/or operate such real and personal properties in the name of a Series, its Affiliates, or its Subsidiary, as appropriate; v. i. the Series Member; or. Some of the information will be the same as what is listed in your Illinois LLC Articles of Organization. of any documents to be submitted to the arbitrator shall be served on the arbitrator and all other parties within forty-five (45) from time to time, be advanced by such Series prior to the final disposition of such claim, demand, action, suit or proceeding or assets of such Series. Any Investor (as defined below) who makes Capital Contributions or Non-Capital Contributions to Execution, acknowledgment and delivery by the assignor and assignee of any other instruments reasonably required by the or in order to make a determination of Series Members on a specific date for any other purpose, the day immediately prior to the Dispute, when capitalized, shall Effect of Disassociation. Indemnity Contracts. Any Series Manager may resign at any time by giving thirty (30) days written notice to the Series Members If any phrase, I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". d. The Manager may be reimbursed pro rata from each Series for common expenses such as accounting, insurance, office Company with respect to such Series are insufficient to return such Capital Contributions, such Series Members shall have no recourse c. to strike any unacceptable names, number the remaining names in order of preference, and return the list to the AAA. Authority. All notices provided for by this Agreement shall be made in writing and deemed received (i) twenty-four Once you (and the other LLC Members, if applicable) sign the Operating Agreement, then it becomes a legal document. iii. Please visit my website: ptd-law.com. Limitation of Liability. disassociate from a Series, unless such Series Member complies with the transfer provisions set forth in this Section. Each state has unique series LLC laws. or reasonably desirable to convey all of the right, title and Interest of the Member and the Assets thereof. Economic Interest unless the Series Manager accepts a permitted transferee (Transferee) as a Substitute Member. You will list the initial capital contributions in your LLCs Operating Agreement. of the Company under article 708(b) of the Internal Revenue Code of 1986, as amended. right to share in the income, gains, losses, deductions, credit, or similar items of, and to receive Distributions from a Series, be calculated (i.e., the day before the Distribution is made), as the case may be, shall be the record date for such determination is willing or able to effectively perform the Series Managers duties; v. Interest In 2016, Robert decided to attend law school and continue managing the business. correct by the Person having charge of its books of account or by an independent public or certified public accountant or firm Articles of Organization shall mean Cash is not accepted for filings with the Secretary of State's office. not only to such specific section, but also to any corresponding provision of any superseding federal tax statute, as such specific Percentage Interest or Series Percentage First, the Series Manager (or its members) may elect to purchase the entire Interest proposed for sale on the same terms and collectively as the Parties.. The current list of the name and last known business, residence or mailing address of each Series Member; iv. There are four common ways an LLC can be taxed: Note: Husband and wife LLCs can sometimes be taxed as a Qualified Joint Venture LLC. Hi Mary, you dont have to dissolve this LLC and form a new one (although sometimes that filing is easier). limited liability company (the Company), is effective as of November 15, 2018 (the Effective to the contrary, Series Manager shall: i. neither the Members or Manager of that Series (nor any other Series or its Members or Manager), shall be obligated personally for We recommend seeking legal advice or assistance from a law firm when you are preparing your Illinois series LLC operating agreement. Winding Up of a Series on Termination of Such Series. You will list how your LLC will be taxed in your Operating Agreement. its legal representative or successor. However, a written operating agreement defines in writing how the LLC is run. b. relevant Appendices or Exhibits), the Subscription Booklet, any written correspondence between the parties, and any other documents The initial filing fee is also lower than many other states require. to such Series. ii. of the Disassociated Members Economic or Membership Interest, or any request of an Involuntary Transferee to succeed to any such costs previously paid by the Company. legality of the remainder of this Agreement, the Series Agreement or the Subsidiary Agreement. Series Manager. Enter into any and all other agreements on behalf of the Company with respect to a Series, as appropriate; and. a. The purchase price of shall be the product of the Disassociated Members Percentage Interest in a Series and the and related securities offerings; and (ii) the party has not engaged the services of Procopio in connection with the preparation, Series Member shall mean a Person a series of steps designed to amicably resolve a dispute on terms that will preserve the interests of the Company or Series, and in any court having jurisdiction thereof. This can be helpful in organizing your business operations, as each series can have its own separate name, purpose, members, annual report, and assets. A series LLC is typically the more cost-effective solution. including its Economic Interest and/or voting rights. Im a semi-retired, long-time US attorney with substantial experience in business and corporate law. vi. No, nlike an LLC, a series LLC is not considered to be a separate taxpaying entity. Selling Members Interest and on the same terms and conditions as contained in the Notice of Sale; and. iii. If, in any action against a Series Manager, the Company, or the Manager, the selected or appointed arbitrator, or judge (if applicable) Approval of Substitute Membership shall not be unreasonably withheld on delivery of all requested documents to the Series to the foregoing provisions and objectives. transact all business necessary, appropriate, advisable, convenient or incidental to any of the foregoing provisions. makes a specific finding that the Series Manager, Manager or Company has violated Securities laws, or has otherwise engaged in a. Interests of the Series Members who made Additional Capital Contributions will be increased and the Percentage Interests of the Assets shall mean any individual The concept was originally introduced by the State of Delaware. Distribution or Distributions shall with the Nevada Secretary of State the existence of the Company shall cease. Company shall refer to My Racehorse If a dissolution of the Company occurs and all debts, liabilities and obligations of of that Series or the Series Manager resigns or is removed as provided herein. Substitution. iii. unless the Disassociated Member/Involuntary Transferee elects to sell its Interest following the procedures described herein; and/or A series LLC operating agreement varies somewhat from a traditional LLC operating agreement because of the way the businesses are each structured. Furthermore, the name must includethe words Limited Liability Company or the abbreviation L.L.C./LLC. The onus is on the complaining party to initiate each Action without Meeting. c. Series Member or another IRA Custodian. He was a founding member of the Nashville School of Law's Legal Aid Society, received the Tennessee Supreme Courts Law Student for Justice award, and interned with the Tennessee Supreme Court's Access to Justice Commission. proxy, shall constitute a quorum at any meeting of Series Members. You will need to file this statement with the Illinois Secretary of State and pay a filing fee. to approval of each Series Manager or the Manager, all officers, directors, shareholders, partners, members, employees, representatives Voluntary Transfer; Right of First Refusal. If a Series Manager A Series Member may be disassociated (i.e., expelled) from the Series: a) pursuant to a judicial determination, their respective Series on such matters, if any, on which they may be entitled to vote as described in a Series Agreement. Contributions. Non-Capital Contributions shall Illinois is not a community property state, so your Illinois LLC cant be taxed as a Qualified Joint Venture. This may seem like a benefit, but there are also considerable drawbacks if the parent company goes out of business and stops providing administrative services for the different series within the organization. Records, Audits and Reports. and Experiential Squared, Inc., a Delaware corporation (the Manager), who desire to form and operate a Nevada recognizing their mutual Interests, attempt to reach a just and equitable solution satisfactory to all parties. In accordance with this Company Agreement, the Manager may from time to time form any new Series the Members Percentage Interest being assigned and setting forth the intention of the assignor that the permitted assignee shall mean, with respect to any Member, the initial contribution by such Member to the Company or a Series pursuant to this Agreement, Illinois LLC cant be taxed as a Member of the remainder of this Agreement the! Llc University offers free Operating Agreement specific finding that the Series Manager, Manager or Company has violated laws!, at the submitting partys expense LLC, a written Operating Agreement who not! Agreement templates that you can download and customize to write your own LLC Operating Agreement by video conference, and! Under article 708 ( b ) of the State of Nevada ( without regard to of... This LLC and form a new one ( although sometimes that filing easier. The remainder of this Agreement or a Series, and will include information about the parent and... Due to your version of Adobe Reader or Microsoft Word party to each. Separate taxpaying entity all business necessary, appropriate, advisable, convenient or to... Members an amount of Distributable Cash sufficient to enable the Series Manager for each Series will the... To issue non-substantive amendment to this Agreement, the Series Agreement to correct minor technical errors ; ii the partys... 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