How would I show who owns what shares in my LLC?
Full Question:
Answer:
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.
