What is needed to add my wife a co owner of my LLC?

03/23/2009 - LLC - State: AZ #15737

Full Question:

I want to add my wife to our LLC as part owner. What forms would I need? How much ownership does she need to qualify for government grants?

Answer:

The eligibility and membership requirements for grants will vary by the entity making the grant and the individual grant involved. AZ statutes do not require LLC's to file annual reports as Corporations do. However, LLC's must still report any changes to their known place of business address, statutory agent, or members/managers. Address changes or agent appointments may be done on the LLC statement of change form. Adding or removing members/managers must be done on the LLC amendment form . A LLC may make a resolution to amend the operating agreement. The LLC operating agreement may vary in complexity, and typically contains the following information:

* Company name and address information
* Registered agent information
* Name and address information for each LLC member
* LLC management structure and operation
* Items contributed by each Member
* Fair market value of each item contributed
* Date of company dissolution
* Accounting method
* Tax treatment for your LLC
* Sample LLC operating resolutions
* Appointment of LLC officers
* Designation of a final capital pay-in date

The following is an example of an section of an operating agreement of a LLC:

2.3 LLC Units
Ownership of the LLC shall be divided into and represented by units of the LLC ("Units"). The LLC shall be authorized to issue six classes of units, Common Units, Series A Units, Series B Units, Series C Units, Series D Units and Series E Units. The total number of Units the LLC is authorized to issue shall be 6,000,000, of which 1,000,000 shall be Common Units, 1,000,000 shall be Series A Units, 1,000,000 shall be Series B Units, 1,000,000 shall be Series C Units, 1,000,000 shall be Series D Units, and 1,000,000 shall be Series E Units.
2.4 Voting Rights of LLC Units
Each Common Unit shall be entitled to one vote per Unit, each Series A Unit shall be entitled to 10 votes per Unit, each Series B Unit shall be entitled to 10 votes per Unit, each Series C Unit shall be entitled to 10 votes per Unit, each Series D Unit shall be entitled to 10 votes per Unit, and each Series E Unit shall be entitled to 10 votes per Unit.
2.5 Additional Members, Issuance of Additional Units
Additional Persons may be issued Units and admitted to the LLC as Members upon compliance with the provisions of this Agreement and upon such terms and conditions as the Managers may determine, provided that:
2.5.1no new class of Units or interests having rights or preferences
senior to those of the existing Units may be issued without the approval of Members holding a majority of each class of such outstanding subordinate Units; and
2.5.2the Managers may not issue more than the total number of authorized
Units, without the approval of the Members.

Existing Members may be issued additional Units, upon compliance with the provisions of this Agreement and upon such terms and conditions as the Managers may determine, provided that no new class of Units or interests having rights or preferences senior to those of the existing Units may be issued without the approval of Members holding a majority of each class of outstanding subordinate Units, nor may the Managers issue more than the total number of authorized Units of the LLC without the approval of the Members.

A buy - sell agreement is useful in assuring the orderly transfer of interests in the partnership or corporation. I am prohibited from giving legal advice, as this service provides information of a general legal nature. I suggest consulting a local attorney who can review all the facts and documents involved.

The following are AZ statutes:

29-731. Admission of members
A. At the time the limited liability company is formed, a person becomes a member by either of the following:
1. Being identified as a member in the initial articles of organization.
2. If the members are not identified in the initial articles of organization, being identified as a member in and signing in person or by an attorney-in-fact an operating agreement that exists at the time the initial articles of organization are filed or being identified as a member in a written statement certified, before or after the filing of the initial articles of organization, by each of the managers identified in the initial articles of organization.
B. After a limited liability company's initial articles of organization are filed, a person may be admitted as an additional member as follows:
1. If a person is acquiring an interest in the limited liability company directly from the limited liability company, on the limited liability company's written acknowledgment or acceptance of the person's admission under the applicable provisions of an operating agreement, or if an operating agreement does not so provide, on the consent of all members.
2. If the person is an assignee of all or part of a member's interest in a limited liability company, on the terms provided in an operating agreement or, if an operating agreement does not so provide, on the approval or consent of all members.
3. If the person is an assignee of an interest in the limited liability company of a member who has the power under an operating agreement to grant the assignee the right to become a member, on the exercise of the power in compliance with all conditions limiting the member's exercise of the power.
4. If there are no members and all of the assignees consent in writing to the admission of one or more persons as a member or members, unless otherwise provided in the operating agreement.
29-633. Amendment of articles of organization; restatement; publication
A. The articles of organization of a limited liability company are amended by filing with the commission the articles of amendment, signed on behalf of the limited liability company by a manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members. The articles of amendment shall set forth:
1. The name of the limited liability company.
2. The text of the amendment to the articles of organization.
B. A limited liability company shall amend its articles of organization if there is a statement in the articles of organization that was false or erroneous when it was made or within thirty days after the occurrence of any of the following events:
1. Any arrangements or facts have changed making the articles of organization inaccurate in any respect other than those changes required to be set forth in a statement delivered to the commission pursuant to section 29-605.
2. Management of the limited liability company is reserved to the members and there is a change in the persons who are members.
3. Management of the limited liability company is vested in a manager or managers and there is a change in the persons who are managers or in the members who own a twenty per cent or greater interest in the capital or profits interest of the limited liability company.
C. A limited liability company may amend its articles of organization if its articles of organization as amended contain only provisions that may be lawfully contained in the articles of organization at the time of making the amendment. In particular and without limitation on the general power of amendment, a limited liability company may amend its articles of organization to:
1. Change the name of the limited liability company.
2. Change, enlarge or diminish the purposes of the limited liability company.
3. If management is reserved to the members of a limited liability company, vest management of the limited liability company in one or more managers.
4. If management is vested in one or more managers, vest management of the limited liability company in the members.
D. A limited liability company may restate its articles of organization. Restated articles of organization shall be executed and filed in the same manner as articles of amendment. Restated articles of organization shall be specifically designated as such in the heading and shall state either in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names.
E. A limited liability company that has not amended its articles of organization as required by this section may not maintain an action upon or on account of a contract or transaction made in the name of the limited liability company in any court of this state until it has first amended its articles of organization as required by this section. No person has any liability because an amendment to articles of organization has not been filed to reflect the occurrence of any event prescribed by subsection B of this section if the amendment is filed within the thirty-day period specified in subsection B of this section.
F. Within sixty days after the commission has approved the filing of the articles of amendment or restated articles of organization there shall be published in a newspaper of general circulation in the county of the known place of business for three consecutive publications a copy of the articles of amendment or restated articles of organization. An affidavit evidencing publication shall be filed within ninety days after approval by the commission of the filing of the amendment of the articles of organization. Publication is not required if amendments to the articles of organization are made solely in relation to changes in managers or members of the limited liability company or changes made pursuant to section 29-605.


Please see the information at the following links:

http://definitions.uslegal.com/l/limited-liability-companies-operating-agreement/
http://definitions.uslegal.com/l/limited-liability-companies-form-llc/
http://definitions.uslegal.com/l/llc/
http://definitions.uslegal.com/c/corporations-resolutions-and-minutes/
http://lawdigest.uslegal.com/business-law/limited-liability-entities/

Please see the forms at the following links:

http://www.uslegalforms.com/us/US-207LLC.htm
http://www.uslegalforms.com/us/US-221LLC.htm
http://www.uslegalforms.com/us/US-OG-763.htm
http://www.uslegalforms.com/corporatecenter/

03/23/2009 - Category: LLC - State: AZ #15737

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