Alberty Publishing Online: Item Detail

Price: $20.00
Revised: January 1, 2010 - 8 pages

Description:
Form 1.1 contains articles of organization for the creation of a limited liability company and a form of membership certificate. All LLCs must have articles of organization because an LLC does not exist until articles of organization are prepared and filed. Although an LLC is not required to issue membership certificates, issuing certificates evidencing the size and nature of members' interests may be desirable if an LLC has a large number of members, particularly if they are investors who are not involved in the business. Issuing membership certificates may also be required by a lender making a loan with the interests of members in the LLC as security. If an LLC issues membership certificates and elects to have its members' interests treated as securities under article 8 of the Uniform Commercial Code, the lender will have additional ways to perfect its security interest, its security interest may have a higher priority, and the risks of losing the perfection or priority of the security interest will be minimized.

Features:

Management - Alternative provisions are included in both the articles of organization and the membership certificate providing for management by members or management by managers.
Members - The membership certificate contains a summary of the rights of the member to whom it's issued as well as a statement of the member's interest in profits and capital.
Security interest - membership certificate contains optional provision indicating that the LLC has elected to have its members' interests treated as securities under Article 8 of the Uniform Commercial Code.
Term - The articles of organization contain alternative provisions providing for perpetual existence or a specified term of years.

FORM 1.1 — Articles of Organization and Membership Certificate