Buy-sell provisions, dissociation - Operating agreement gives the LLC and the other members the option to purchase the interest of a member who has dissociated.
Buy-sell provisions, purchase price - Operating agreement provides that the purchase price of a member's interest is to be determined by agreement or appraisal by a single appraiser.
Buy-sell provisions, terms - Operating agreement provides that the purchase price of a member's interest is to be paid in monthly installments over five years and is to be secured with the membership interest being sold.
Buy-sell provisions, transfer of interest - Operating agreement gives the LLC and the other members a first right of refusal to purchase the interest of a member before it transferred to a third party.
Dissociation, cause - Operating agreement provides that a member dissociates upon death, disability, dissolution, termination, or insolvency.
Dissociation, effect - Operating agreement provides that LLC dissolves when a member dissociates unless the LLC or other members elect to purchase the dissociating member's interest.
Distributions, allocation - Operating agreement provides that distributions to members are allocated in proportion to their percentage interests.
Distributions, required - Operating agreement requires annual distributions in amounts sufficient to enable members to pay taxes on the income of the LLC allocated to them.
Management - Operating agreement for manager managed LLC.
Managers, authority - Operating agreement defines the scope of the managers' authority and includes an enumeration of acts that are not within the managers' authority.
Managers, selection - Operating agreement names the initial managers but provides that additional or replacement managers may be elected by the members at any time.
Members, percentage interests - Operating agreement fixes the members' percentage interests in a manner disproportionate to their capital contributions.
Members, voting rights - Operating agreement provides that members are entitled to vote in proportion to their percentage interests.
Profits and losses - Operating agreement provides that the LLC's profits and losses are allocated between members based upon their percentage interests, which are not proportionate to capital contributions.
Property - Operating agreement contemplates that one or more members will acquire all or part of their interests in exchange for property other than money.
Securities laws - Operating agreement contemplates that members' interests are securities, subject to state and federal securities laws.
Services - Operating agreement contemplates that one or more members will acquire all or part of their interests in exchange for services.
Special allocations, profits and losses - Operating agreement allocates profits and losses of the LLC to members in a manner that is not proportionate to capital contributions and specially allocates losses in a manner that enables members to use the greatest possible amount of losses on a current basis for federal income tax purposes.
Special allocations, qualified income offset - Operating agreement contains an qualified income offset, which is necessary for the LLC's special allocations to be given effect for federal income tax purposes. The form does not, however, contain a minimum gain chargeback, which would be necessary to insure that the LLC's special allocations will be given effect if they relate to property acquired with nonrecourse indebtedness.BR>
Tax allocations - Operating agreement provides that tax items relating to contributed property are to be specially allocated for tax purposes under IRC 704(c).
Transfer restrictions, right of first refusal - Operating agreement provides that a member's interest may be transferred only if the other members consent or if the LLC and the other members fail to exercise rights of first refusal to purchase the interest.
