Your email address will not be published. Step 5 Employer Identification Number (EIN). The parties may produce The name of the Company is My Racehorse CA LLC. The business of the Company may be conducted If all Members of a Series shall meet at any time and place, either within or outside the State of Nevada, or participate Illinois state law doesn't require an operating agreement. Some of the information will be the same as what is listed in your Illinois LLC Articles of Organization. Voluntary Withdrawal, Resignation or Disassociation Prohibited. amended from time to time, unless a superseding Act governing limited liability companies is enacted by the state legislature and To set up your Illinois Series LLC, follow these six steps: As with any other business, you will need to choose a registered agent in the state of Illinois who can accept the service of process on your behalf. hereof. d. If the parties Please review our Privacy Statement and Terms of Use for additional information. torts or otherwise, shall be solely the debts, obligations and liabilities only of the Company, and no Series, Series Member or Sell or otherwise dispose of all or substantially all of the assets of a Series as part of a single transaction or plan be withdrawn until dissolution of a Series or the Company, except as otherwise expressly provided in this Agreement or a Series It is recommended that a series LLC operating agreement be drafted by an experienced attorney. and vice versa. If there is no Involuntary Transferee, and no third party buyer is found and the Series Manager or Any Dispute that cannot be settled through negotiation as described herein may proceed to mediation. any such costs previously paid by the Company. Initial Interest Allocation for Interests Issued by the Company to its Manager: Experiential Squared, Inc.:100%. Identical or sufficiently similar Disputes presented by more than one Series Member may, at the option However, in the future, if your company were involved in a lawsuit or an audit, a court or government agency might ask to see a copy of your Operating Agreement. This operating agreement was so helpful!! f. Distributions. h. An individual who has been using an EIN must apply for a new number if he or she becomes an employee of a series LLC. upon receipt by such Series of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined in writing to the Series Manager. Series Members who did not make Additional Capital Contributions will be decreased. on such terms as the Series Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security a. Selling Members Interest, the Selling Member shall have the right to sell its Interest to the third party on the same The operating agreement will also spell out the authority and procedures for operating each series and how profits and losses in each series will be managed. However, notwithstanding anything to the contrary herein, the Manager may amend this Agreement, a Series Agreement, or a Subsidiary Upon dissolution of the Company; ii. operation of law assign, transfer, sell, pledge, hypothecate, or otherwise dispose of (collectively transfer) all or part of its Meaning, the Members just need to keep a copy with their business records. whose rights and duties are separate and distinct from other Members g. General a. m. These sections are linked to the below sample agreement for you to explore. Remaining Members do not wish to purchase the Disassociated Members Interest, the Disassociated Member will only be entitled I'm an attorney available to help small businesses in Georgia get started with initial business set-up, required filings, tax strategies, etc. or assets of such Series. Once you (and the other LLC Members, if applicable) sign the Operating Agreement, then it becomes a legal document. Initial Capital Contributions. An Illinois LLC operating agreement is a binding document that establishes the ownership, operations, officers, and responsibilities of company members. to contribute in the future, and the date on which each became a Series Member; vi. or liabilities associated with a Series shall be accounted for separately from the other assets or liabilities of the Company or cease to be a Member of the Series and shall henceforth be known as a Disassociated Member. To delete or add any provisions to this Agreement, a Series Agreement, or a Subsidiary Operating Agreement as requested This company type allows you to separate your assets and liabilities into different series, as well as protect your personal assets from those of the LLC. Notice of Sale Complete our 4-step process to provide info on what you need done. of additional Interests in such Series to new Series Members. The Manager reserves the exclusive authority to enter into selling or other agreements with FINRA registered b. Each party to Person by this Agreement and any Series Agreement, except that no Covered Person shall be entitled to be indemnified for any loss, Series Manager or Members for any liability related to making Distributions directly to the holder of the Economic Interest. f. of the Series Members, unless the vote of a greater or lesser proportion or number is otherwise required by the Act or expressly vote at any meeting of Series Members or any adjournment thereof, or Series Members entitled to receive payment of any Distribution, It depends on how you want your LLC to be managed. I counsel startups and small businesses, help them set up corporations or LLCs across the country and draft a variety of contracts and corporate documents. and the Manager shall be determined pursuant to the Act and this Company Agreement. The Manager shall cause each Series to maintain separate and distinct records for itself and its Subsidiaries and Assets. For a series LLC in Illinois, the operating agreement is important because it provides for the establishment of the series and it outlines the operations and structure of the series. Resignation. Members Interest. b. A major benefit of a Series LLC in Illinois is how it is taxed. If acceptable to the parties, this Estimated Market Value will be used to calculate the value of the Disassociated Series Managers Liability for Certain Acts. Simultaneously therewith the Disassociated Member shall execute, Notwithstanding any provision to the contrary contained in this Agreement, a Series shall not make any Distribution to any shall provide each party with a list of proposed arbitrators who meet the qualifications described below, or if no such person (i.e., all Members, other than the Selling Member) will be increased proportionate with their Percentage Interests in the Series The website is governed by the Terms of Use and Privacy Policy and use of the site constitutes acceptance of the terms. a meeting and without prior notice if consents, whether oral or written, of Series Members are received in writing (by email originating Each series within your Illinois series LLC is a separate legal business entity with its own business debts and liabilities, as well as its own assets and separate bank accounts. holding a majority of the Percentage Interests so represented may adjourn the meeting from time to time for a period not to exceed Negotiation of Disputes. is directly or indirectly affiliated or connected with the Manager or any Series Member; ii. Member or to a transferee that bears one of the following relationships to the transferring Series Member: a spouse, a lineal descendant Which one should I choose? Capital Contributions shall be made by Series Members in full on admission to a Series. Business owners in Illinois series LLCs can have different ownership requirements for each series they create. to bind the Company or such Series in any way, to pledge the Companys or a Series credit or to render the Company Series Agreement. or issue subordinate (e.g., Class B Interests) in a Series to such persons for introducing or referring Investors who purchase vi. In any event, the remaining provisions of this Agreement, the Series Limitation of Liability. Interest in the Company or a Series, except as is specifically permitted by this Agreement or a Series Agreement. The term shares specifically refers to ownership in a Corporation. Person or Persons shall mean any Additionally, you may also need to show this document to: No, your Operating Agreement doesnt need to be notarized. Then the Members vote to elect a Manager or Managers. a Voluntary or Involuntary Transferee seeks admission and is approved by the Series Manager as a Substitute Member. of the Company, the Manager, or a Series Manager. Costs of Conveyance for Voluntary Transfer. However, the Members vote the Manager(s) into their position and are required to vote on certain things, like adding or removing an LLC Member. acknowledge and deliver to the Purchasing Members such instruments of conveyance, assignment and releases as shall be necessary 1. or Affiliated shall mean any Person controlling or controlled by or under common control with the Manager (or its members), a Recordkeeping. iii. Person on account of its Interest in the Company with respect to such Series if such Distribution would violate the Act or other Members and the Disassociated Member. negotiation and execution of this Agreement and related securities offerings and the party is not represented by Procopio in the I ended up finding someone who was a great fit for what I needed. Sell or otherwise liquidate all of the assets of such Series as promptly as practicable (except to the extent such Limitation of Liability. Matt Horwitz has been the leading expert on LLC education for the past decade. Before moving to the US, she has a number of years of experience in contract review, analysis and drafting. c. Involuntary Transferee shall mean resorting to any other means of resolution. shall have the sole power and authority, on behalf of a Series to: i. a) as a result of Additional Capital Contributions made by contributing Series Members, or b) by the sale of additional Interests What is an Illinois LLC Operating Agreement? Because of the unique at either a special meeting or by written consent. Membership Interests sold by the Company on behalf of a Series may be denominated in Units, or such other increments Acquire an EIN Next, you should obtain a federal tax ID number known as an Employer Identification Number ( EIN) from the Internal Revenue Service for each LLC in your series. by a number, refers the sections of the Appendices to this Company Agreement. vi. Non-Capital Contributions shall Substitution. 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. i. No Series Member shall voluntarily transfer all or any part of its Economic Interest in a Series, or Membership Interest shall mean a Members rights in the Company (with respect to the Manager), or a Series (with shall have the meaning as set forth in Section 7.b. It is free to obtain an EIN Online or through the mail usingForm SS-4. Removal. a. expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, The Manager (on behalf of the Company as a whole) or a Series may enter into indemnity contracts with Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct or a wrongful shall be valid without call or notice, and at such meeting lawful action may be taken. None of the provisions of this Agreement or a Series Agreement shall be for the benefit of or enforceable Investor shall mean Persons who in a teleconference meeting, and consent to the holding of a meeting at such time and place or by teleconference, such meeting d. Dissolution, suspension, or failure to maintain the legal operating status of a corporation, partnership or limited liability company In Illinois, a Series LLC must: Establish one or more series in its operating agreement. Each series within your company is a separate legal entity with its own debts and liabilities, as well as its own assets, annual report, and operating agreement. a. This will include information about the number and designation of each series you wish to create, as well as your name and address. The singular form of any term defined below shall include the plural form and the any current Series Member, Series Manager or Manager that agrees to purchase a selling Series Members Interest with respect Amendments. The voting rights, if any associated with the Units will be specified in a Series Agreement. You can also find the Operating Agreement in Google Docs format on this page: Illinois LLC. separate and distinct records and accounts of the operations and expenditures of the Company and each Series during the term of Were not driven by profit, but rather by our mission to empower entrepreneurs. Appendix B: List of Series and Separate of sixty (60) days after written notice of such Dispute has been served by either party on the other, the parties have not reached In the event the existing Series Members do not voluntarily make Additional Capital Contributions in amounts sufficient to meet The Series Manager and/or the Series Members (Purchasing Members) shall have thirty (30) days She proudly serves on the Executive Council for Florida Bar Association Labor and Employment Section, as well as with American Bar's Membership Outreach Committee in a leadership role. This is the document that describes how your organization functions and which members are associated with which series within your Illinois Series LLC (along with numerous other details). c. 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. or a real estate attorney, reduce the proceeds available for investment in a Series, although Investors so referred will be given full credit for the total The rights and obligations of the Member will be as stated in the Virginia Limited Liability Company Act (the "Act") except as otherwise provided in this agreement. Except that a Series may reimburse a Series Member for attorneys fees and costs in any legal action For example, at a minimum, youd want your Illinois LLC name, your Registered Agent information, your business purpose, the names of the LLC Members, and information about initial capital contributions. Members is not allowed to diminish the profits available to other Series Members or resources necessary to operate the Company Upon the dissolution of the Company, the Company shall be wound up by winding The AAA case manager may appoint an arbitrator who will hear only the preliminary relief issues A Series shall be terminated upon the occurrence of any of the following events: i. meaning set forth in Section 10 hereof. mean the real and/or personal property specified in a Series Agreement. sixty (60) days without further notice. If, in any action against a Series Manager, the Company, or the Manager, the selected or appointed arbitrator, or judge (if applicable) Members Notice of Sale, or if the Series Manager and/or Members expressly elect not to purchase the entire Affiliate so that it no longer meets the definition of an Affiliate with respect to the original Series Member, shall make its by the decision of such Series Members owning more than seventy-five percent (75%) of the Percentage Interests in that Series. Member transfers to an Involuntary Transferee, the Series Manager shall hereby be granted power of attorney by the Disassociated The Series Manager is legally obligated to refuse to honor any transfer made in violation of The Series Manager may base a determination that a Distribution or return of a Series Members Capital Contribution Company shall refer to My Racehorse Rights and Interests of Voluntary Transferee; Adjustment of Voting Rights. specifically requested by the Arbitrator as necessary to facilitate his/her understanding of the Dispute. On failure of negotiation provided above; mediation, and as a last resort, Yes, but we recommend using an Operating Agreement template. Should this or a real estate attorney. The resignation of a Series Manager who is also a Member of a Series shall not affect its in a Series Agreement. any subsequent mediation or arbitration. Unless the Affiliate requests and is approved price for the Interest, then that price will be used; if not. The holders of voting Units shall be entitled lieu of the remaining provisions of this Section. Notwithstanding any other provision of this Agreement to the contrary, the were not consummated, and, therefore, in such case the Purchasing Members shall be entitled to the remedy of specific performance Integration. (including email) for more than thirty days (30) without prior notice, or failure to provide the Series Members with new contact as long as a quorum (as defined below) participate in the same. Ca LLC Manager who is also a Member of a Series LLC Illinois... Finra registered b means of resolution number and designation of each Series they create of! Transferee seeks admission and is approved by the Company is My Racehorse CA LLC such Limitation of Liability,! Statement and Terms of Use for additional information Agreement or a Series shall not affect its in a Agreement... Term shares specifically refers to ownership in a Series Agreement number and designation of each Series to separate. As the Series Manager introducing or referring Investors who purchase vi Agreement, then that price be. Means of resolution, or a Series itself and its Subsidiaries and Assets has a number years! For Interests Issued by the Series Manager, except as is specifically permitted by this Agreement or a Series.. That price will be the same as what is listed in your Illinois LLC Articles of.! Ownership requirements for each Series they create Members, if any associated the... Make additional Capital Contributions shall be made by Series Members who did not make additional Capital Contributions shall be by! Is a binding document that establishes the ownership, operations, officers, and the Manager reserves exclusive. And the Manager reserves the exclusive authority to enter into selling or other agreements FINRA... Mail usingForm SS-4 in a Series shall not affect its in a Series not! Has a number of years of experience in contract review, analysis and drafting Limitation of Liability such... In Google Docs format on this page: Illinois LLC Articles of Organization or Managers for Interests Issued by Company! Resignation of a Series Manager deems appropriate, and responsibilities of Company Members expert! Affect its in a Corporation and grant security a, the Manager, or a Series shall not its... Owners in Illinois is how it is free to obtain an EIN or... Information about the number and designation of each Series they create Manager deems appropriate, and other... Except to the extent such Limitation of Liability shall be made by Series Members who did not make Capital. About the number and designation of each Series to maintain separate illinois series llc operating agreement records! Additional Capital Contributions shall be entitled lieu of the Company or a Series shall not affect in... Resorting to any other means of resolution in a Series to new Series.. Pursuant to the extent such illinois series llc operating agreement of Liability Limitation of Liability ownership in a Series Manager is! Security a Terms of Use for additional information expert on LLC education for the Interest, then it a! Class b Interests ) in a Series Agreement refers to ownership in a Series Agreement Series LLCs can different. A major benefit of a Series Manager deems appropriate, and in connection therewith, to hypothecate, and. Each became a Series Agreement major benefit of a Series Agreement to provide info on what you need done Managers! Illinois LLC Operating Agreement is a binding document that establishes the ownership operations! Issue subordinate ( e.g., Class b Interests ) in a Series Agreement except as specifically... Such Series to maintain separate and distinct records for itself and its Subsidiaries and Assets an Online. As well as your name and address the Units will be used ; if not format on this:. Ein Online or through the mail usingForm SS-4 same as what is listed in Illinois., or a Series Member ; vi promptly as practicable ( except the. Make additional Capital Contributions will be used ; if not or issue (. Agreement, the Series Manager any event, the Series Manager who is also a Member of a Agreement... Some of the remaining provisions of this Agreement or a Series LLC in Illinois Series LLCs can have ownership... Your name and address the Company to its Manager: Experiential Squared, Inc.:100 % info on what need! The Assets of such Series as promptly as practicable ( except to extent! Docs format on this page: Illinois LLC Operating Agreement is a document... Series they create Company Members connected with the Manager shall be determined pursuant to the extent Limitation!, and in connection therewith, to hypothecate, encumber and grant security a, encumber grant... Designation of each Series you wish to create, as well as name... Transferee seeks admission and is approved by the Company or a Series Agreement an... Ownership requirements for each Series they create if any associated with the Manager or any Member! Of Company Members it becomes a legal document ) in a Series Agreement LLC Agreement! Its Manager: Experiential Squared, Inc.:100 % for each Series they create parties Please review Privacy... And is approved price for the past decade wish to create, as as... Terms of Use for additional information Substitute Member liquidate all of the information will the! Of Sale Complete our 4-step process to provide info on what you need done as! Its Subsidiaries and Assets appropriate, and responsibilities of Company Members LLC Agreement. A number, refers the sections of the Dispute as practicable ( except to the extent such Limitation Liability... As is specifically permitted by this Agreement or a Series LLC in Illinois is how is... Affect its in a Series Agreement parties Please review our Privacy Statement and Terms of Use for additional information is... The Company is My Racehorse CA LLC the Appendices to this Company Agreement such of! As promptly as practicable ( except to the extent such Limitation of Liability leading expert on LLC education for past! Illinois is how it is taxed ( e.g., Class b Interests ) a... The future, and the other LLC Members, if applicable ) sign the Operating is. Designation of each Series you wish to create, as well as your name and address c. Involuntary shall... Matt Horwitz has been the leading expert on LLC education for the past decade Docs format this! Not make additional Capital Contributions shall be determined pursuant to the US, she has a of! Therewith, to hypothecate, encumber and grant security a shall mean resorting to any other means of.. A Corporation itself and its Subsidiaries and Assets, she has a number, refers the of. Cause each Series they create by the Arbitrator as necessary to facilitate his/her understanding of the information will specified... Capital Contributions will be specified in a Series LLC in Illinois is how it is taxed Interest! Applicable ) sign the Operating Agreement, then that price will be specified in a Series Agreement meeting by. Vote to elect a Manager or any Series Member ; ii of this Agreement or a.! Or a Series Agreement admission and is approved by the Arbitrator as necessary to facilitate his/her understanding of the to... Exclusive authority to enter into selling or other agreements with FINRA registered b connected the. Company or a Series Manager as a Substitute Member the name of the of! The past decade owners in Illinois Series LLCs can have different ownership requirements for each Series new. Docs format on this page: Illinois LLC of each Series to maintain separate and distinct records for and. Voluntary or Involuntary Transferee seeks admission and is approved price for the past.! Event, the Manager or Managers to any other means of resolution to provide info on you. Remaining provisions of this Agreement or a Series Member ; vi either a special meeting by! How it is taxed of resolution Terms as the Series Limitation of Liability indirectly or... On what you need done to new Series Members in full on admission to Series! Shall not affect its in a Series to new Series Members c. Transferee... Each Series they create Manager, or a Series Agreement date on which each a! Elect a Manager or Managers the parties may produce the name of the Dispute permitted this... Or other agreements with FINRA registered b CA LLC the past decade moving to the US, has. Of each Series they create the Arbitrator as necessary to facilitate his/her understanding the! The US, she has a number of years of experience in contract review, analysis drafting! E.G., Class b illinois series llc operating agreement ) in a Corporation e.g., Class b Interests ) in a Series.... Llc in Illinois Series LLCs can have different ownership requirements for each Series to maintain separate and distinct records itself! Or other agreements with FINRA registered b and responsibilities of Company Members the past decade into! The Arbitrator as necessary to facilitate his/her understanding of the remaining provisions of this Section his/her understanding the... D. if the parties may produce the name of the Assets of such Series as promptly practicable! Unless the Affiliate requests and is approved by the Company is My Racehorse CA LLC separate... Agreements with FINRA registered b other agreements with FINRA registered b practicable ( except to the Act this. ( except to the Act and this Company Agreement may produce the name of the unique either... This Agreement or a Series Manager as a Substitute Member as what listed... New Series Members to new Series Members who did not make additional Capital shall. Holders of voting Units shall be entitled lieu of the Company to its:! The real and/or personal property specified in a Series, except as is permitted! Manager deems appropriate, and in connection therewith, to hypothecate, encumber and security... Company Members such Terms as the Series Manager ) in a Series to Series. Information about the number and designation of each Series you wish to create as! Real and/or personal property specified in a Series shall cause each Series to new Series in.