ParticipatoryOrgs · HazardJ · Jun 13, 2015
diff --git a/DE-Operating-Agreement-Simple.md b/DE-Operating-Agreement-Simple.md
diff --git a/Doc/Acme_Authentic_LLC.md b/Doc/Acme_Authentic_LLC.md
@@ -46,4 +46,4 @@ Managers.Name.List={P1.Name.Full} and {P2.Name.Full}
 
 TMP.Name.Full={P3.Name.Full}
 
-=[LLC/Form/ParticipatoryOrgs_LLC-DE-Operating-Agreement-Simple.md]
+=[LLC/Form/ParticipatoryOrgs_LLC-DE-Operating-Agreement-Simple.md]
diff --git a/Form/ParticipatoryOrgs_LLC-DE-Operating-Agreement-Simple.md b/Form/ParticipatoryOrgs_LLC-DE-Operating-Agreement-Simple.md
@@ -0,0 +1,38 @@
+Note=From <a href="https://github.com/ParticipatoryOrgs/LLC-Delaware-Simple">https://github.com/ParticipatoryOrgs/LLC-Delaware-Simple</a>
+
+Doc.Title=Operating Agreement of {Co.Name.Full}
+
+
+0.sec=This operating agreement of {Co.Name.Full} is dated as of the date stated on the cover page, and is between the parties listed on the signature pages of this agreement.
+
+xlist=<ol><li>{Define.Sec}<li>{Organize.Sec}<li>{Contribute.Sec}<li>{Member.Sec}<li>{Manage.Sec}<li>{Allocate.Sec}<li>{Transfer.Sec}<li>{Account.Sec}<li>{Dissolve.Sec}<li>{Indemnify.Sec}<li>{Represent.Sec}<li>{Misc.Sec}</ol>
+
+Define.=[LLC/Sec/LLC_Define.md]
+
+Organize.=[LLC/Sec/LLC_Organize.md]
+
+Contribute.=[LLC/Sec/LLC_Contribute.md]
+
+Member.=[LLC/Sec/LLC_Members.md]
+
+Manage.=[LLC/Sec/LLC_Manage.md]
+
+Allocate.=[LLC/Sec/LLC_Allocate.md]
+
+Transfer.=[LLC/Sec/LLC_Transfer.md]
+
+Account.=[LLC/Sec/LLC_Account.md]
+
+Dissolve.=[LLC/Sec/LLC_Dissolve.md]
+
+Indemnify.=[LLC/Sec/LLC_Indemnify.md]
+
+Represent.=[LLC/Sec/LLC_RepsOfMembers.md]
+
+Misc.=[LLC/Sec/LLC_Misc.md]
+
+=[Z/Agt/Agt.md]
+
+=[Z/Sec/12]
+
+DocBody=<!DOCTYPE html><html><head><title>{PageName}</title><style>ol {list-style-type: decimal;} ol ol {list-style-type: decimal;} ol ol ol {list-style-type: lower-alpha;} ol ol ol ol {list-style-type: lower-roman;} ol ol ol ol ol {list-style-type: decimal;} ol ol ol ol ol ol {list-style-type: upper-roman;} ol ol ol ol ol ol ol {list-style-type: lower-alpha;}</style></head><body>{Doc}
diff --git a/Sec/LLC_Account.md b/Sec/LLC_Account.md
@@ -0,0 +1,32 @@
+Ti=ACCOUNTING, RECORDS, REPORTING BY MEMBERS
+
+1.Ti=Books and Records
+
+1.0.sec=The books and records of the Company will be kept in accordance with the accounting methods followed for federal income tax purposes. The Company shall maintain at its principal office all of the following:
+
+1.1.sec=a current list of the full name and last known business or residence address of each Member set forth in alphabetical order, together with the capital contributions, Capital Account and Membership Interest of each Member;
+
+1.2.sec=a copy of the Articles and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed;
+
+1.3.sec=copies of the Company's federal, state, and local income tax or information returns and reports, if any, for the six (6) most recent taxable years;
+
+1.4.sec=a copy of this agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this agreement or any amendments thereto have been executed;
+
+1.4.sec=copies of the financial statements of the Company, if any, for the six (6) most recent Fiscal Years; and
+
+1.5.sec=the Company's books and records as they relate to the internal affairs of the Company for at least the current and past four (4) Fiscal Years.
+
+1.=[Z/Sec/s5]
+
+2.Ti=Reports
+
+2.sec=The Company shall cause to be filed, in accordance with the Act, all reports and documents required to be filed with any governmental agency. The Company shall cause to be prepared, at least annually, information concerning the Company's operations necessary for the completion of the Members' federal and state income tax returns. The Company shall send or cause to be sent to each Member within ninety (90) days after the end of each taxable year (1) such information as is necessary to complete the Members' federal and state income tax or information returns and (2) a copy of the Company's federal, state, and local income tax or information returns for the year.
+
+3.Ti=Bank Accounts
+
+3.sec=The Managers shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company, and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other person.
+
+4.Ti=Tax Matters Partner
+
+4.sec={TMP.Name.Full} is designated as "Tax Matters Partner" (as defined in Code Section 6231), to represent the Company (at the Company's expense) in connection with all examination of the Company's affairs by tax authorities and to expend Company funds for professional services and costs associated therewith.  
+=[Z/Sec/4]
diff --git a/Sec/LLC_Allocate.md b/Sec/LLC_Allocate.md
@@ -0,0 +1,71 @@
+Ti=ALLOCATION OF NET PROFITS, NET LOSSES, AND DISTRIBUTIONS
+
+1.Ti=Allocation of Net Profits and Net Losses
+
+1.1.0.sec=After giving effect to the special allocations set forth in section 6.2 for each fiscal year, Net Profits for each fiscal year will be allocated as follows:
+
+1.1.1.sec=first, to the Members in proportion to and to the extent of the amount equal to the remainder, if any, of (A) the cumulative Net Losses allocated to each such Member pursuant to section 6.1(b) for all prior fiscal years, over (ii) the cumulative Net Profits allocated to each such Member pursuant to this section 6.1(a) for all prior fiscal years; and
+
+1.1.2.sec=second, the remainder of Net Profits in accordance with those Members' Percentage Interests.
+
+1.1.=[Z/Sec/s2]
+
+1.2.0.sec=After giving effect to the special allocations set forth in Section 6.2 for each fiscal year, Net Losses for each fiscal year shall be allocated as follows:
+
+1.2.1.sec=first, in accordance with the Members' Percentage Interests; and 
+
+1.2.2.sec=second, the Net Losses allocated pursuant to this section 6.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. All Net Losses in excess of the limitation will be allocated to the other Members in proportion to those Members' Percentage Interests.
+
+1.2.=[Z/Sec/s2]
+
+1.=[Z/Sec/s2]
+
+2.Ti=Special Allocations
+
+2.1.sec=In order to comply with the "qualified income offset" requirement of Regulations under Code section 704(b), and notwithstanding any other provision of this agreement to the contrary except as provided in section 6.2(b) and section 6.2(e), in the event a Member for any reason (whether or not expected) has an Adjusted Capital Account Deficit, items of profit (consisting of a pro rata portion of each item of income comprising the Company's profits, including both gross income and gain for the taxable year) will be allocated to that Member in an amount and manner sufficient to eliminate as quickly as possible the Adjusted Capital Account Deficit.
+
+2.2.sec=In order to comply with the "minimum gain chargeback" requirements of Regulations sections 1.704-2(f)(1) and 1.704-2(i)(4), and notwithstanding any other provision of this agreement to the contrary, except section 6.2(e), in the event there is a net decrease in a Member's share of Company Minimum Gain or Member Nonrecourse Debt Minimum Gain during a Company taxable year, that Member will be allocated items of income and gain for that year (and, if necessary, other years) as required by and in accordance with Regulations sections 1.704-2(f)(1) and 1.704-2(i)(4) before any other allocation is made.
+
+2.3.sec=For purposes of determining the character (as ordinary income or capital gain) of any taxable income of the Company allocated to the Members pursuant to this section 6.2, such portion of the taxable income of the Company allocated pursuant to this section 6.2 which is treated as ordinary income attributable to the recapture of depreciation will, to the extent possible, be allocated among the Members in the proportion that (1) the amount of depreciation previously allocated to each Member bears to (2) the total of such depreciation allocated to all Members. This section 6.2 will not alter the amount of allocations among the Members pursuant to section 6.1, but merely the character of income so allocated.
+
+2.4.sec=Notwithstanding the foregoing, in the event any Member's Percentage Interest changes during a Fiscal Year for any reason, including the transfer of any interest in the Company, the Managers shall adjust (in a manner the Managers deem appropriate) such allocations of taxable income or loss as necessary to reflect the varying interests of the Members during such year.
+
+2.5.sec=Notwithstanding the foregoing, (1) in the event Code section 704(c) or Code section 704(c) principles applicable under Regulations section 1.704-1(b)(2)(iv) require allocations of income or loss of the Company in a manner different than that set forth above, the provisions of Code section 704(c) and the Regulations thereunder will control those allocations among the Members; and (2) all tax deductions and taxable losses of the Company that, pursuant to Regulations section 1.704-2(i), are attributable to a Member Nonrecourse Debt for which a Member (or a Person related to that Member under Regulations section 1.752-4(b)) bears the economic risk of loss (within the meaning of Regulations section 1.752-2), will be allocated to that Member as required by Regulations section 1.704-2(c). Any item of income, gain, loss and deduction with respect to any property (other than cash) that has been contributed by a Member to the capital of the Company or which has been revalued for Capital Account purposes pursuant to Regulations section 1.704-1(b)(2)(iv) and which is required or permitted to be allocated to that Member for income tax purposes under Code section 704(c) so as to take into account the variation between the tax basis of that property and its fair market value at the time of its contribution shall be allocated solely for income tax purposes in the manner so required or permitted under Code section 704(c) using any method selected by the Managers and the contributing Member that is properly permitted under Regulations section 1.704-3.
+
+2.6.sec=Except for arrangements expressly described in this agreement, no Member shall enter into (or permit any Person related to the Member to enter into) any arrangement with respect to any liability of the Company that would result in that Member (or a Person related to that Member pursuant to Regulations section 1.752-4(b)) bearing the economic risk of loss (within the meaning of Regulations section 1.752-2) with respect to that liability unless the Managers have approved that arrangement. This section 6.2(f) shall not prohibit any Member of the Company from satisfying the Member's obligation under state law to pay monies owed to any creditor of the Company on account of the Company's obligations. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this agreement, each of the other Members will be afforded the opportunity to guarantee that Member's pro rata share of that indebtedness, determined in accordance with the Members' respective Percentage Interests.
+
+2.7.sec=The parties intend that the foregoing tax allocation provisions of this section 6.2 will produce final Capital Account balances that will permit liquidating distributions, that are made in accordance with final Capital Account balances under section 9.3, to be made (after unpaid loans and interest thereon, including those owed to Members, have been paid) in a manner identical to the priorities set forth in section 9.3. To the extent that the tax allocation provisions of this section 6.2 would fail to produce such final Capital Account balances, (1) such provisions will be amended by the Members if and to the extent necessary to produce such result, and (2) items of income, loss or deduction of the Company for prior open years will be reallocated among the Members to the extent it is impossible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years. This Section 6.2(f) will control notwithstanding any reallocation or adjustment of income, loss, deduction or items thereof by the Internal Revenue Service or any other taxing authority.
+
+2.=[Z/Sec/s7]
+
+3.Ti=Excess Nonrecourse Liability Allocation
+
+3.sec=Pursuant to Regulations section 1.752-3(a)(3), solely for purposes of determining each Member's proportionate share of the "excess nonrecourse liabilities" of the Company (as defined in Regulations section 1.752-3(a)(3)), the Members' respective interests in the Company's profits will be the Members' respective Percentage Interests.
+
+4.Ti=Distribution of Distributable Cash by the Company
+
+4.1.0.sec=Subject to applicable law and any limitations contained elsewhere in this agreement, the Managers may elect to distribute Distributable Cash to the Members, which distributions will be in the following order of priority:
+
+4.1.1.sec=to the Members in proportion to their unreturned capital contributions until each Member has recovered that Member's capital contributions; and
+
+4.1.2.sec=to the Members in proportion to their Percentage Interests.
+
+4.1.=[Z/Sec/s2]
+
+4.2.sec=All such distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of the Economic Interests in respect of which those distributions are made on the actual date of distribution. Neither the Company nor any Manager will incur any liability for making distributions in accordance with this section 6.4.
+
+4.=[Z/Sec/s2]
+
+5.Ti=Form of Distribution
+
+5.sec=A Member, regardless of the nature of that Member's capital contribution, has no right to demand and receive any distribution from the Company in any form other than money. No Member will be compelled to accept from the Company a distribution of any asset in-kind in lieu of a proportionate distribution of money being made to other Members. Except upon a dissolution and winding up of the Company, no Member will be compelled to accept a distribution of any asset in-kind.
+
+6.Ti=Restriction on Distributions
+
+6.sec=No distribution will be made if, after giving effect to such distribution, either (1) the Company would be unable to pay its debts as they become due in the usual course of business or (2) the net assets of the Company would be less than zero. 
+
+7.Ti=Return of Distributions
+
+7.sec=Except for distributions made in violation of the Act or this agreement, no Member or Assignee will be obligated to return any distribution to the Company or pay the amount of any distribution for the account of the Company or to any creditor of the Company. The amount of any distribution returned to the Company by a Member or Assignee or paid by a Member or Assignee for the account of the Company or to a creditor of the Company will be added to the account or accounts from which it was subtracted when it was distributed to that Member or Assignee.
+
+=[Z/Sec/7]
diff --git a/Sec/LLC_Contribute.md b/Sec/LLC_Contribute.md
@@ -0,0 +1,19 @@
+Ti=CAPITAL CONTRIBUTIONS
+
+1.Ti=Capital Contributions
+
+1.sec=Upon the formation of the Company, each Member contributed, or shall contribute, to the capital of the Company such cash and property as shown opposite the Member's name on the attached exhibit A. No Member will be required to make any additional contributions to the capital of the Company. Additional contributions to the capital of the Company will be made only with the consent of the Managers. The Members shall not withdraw any capital contributions except as provided in this agreement.
+
+2.Ti=Capital Accounts
+
+2.sec=The Company shall establish an individual capital account for each Member. The Company shall determine and maintain each Capital Account in accordance with Regulations section 1.704-1(b)(2)(iv). Upon a valid transfer of a Membership Interest in accordance with article 7, the Member's Capital Account will carry over to the new owner.
+
+3.Ti=No Interest
+
+3.sec=The Company shall not pay any interest on capital contributions.
+
+4.Ti=Member Loans
+
+4.sec=Any Member may make a loan to the Company to the extent required to pay the Company's operating expenses, including debt service, on the terms and conditions approved by the Managers.
+
+=[Z/Sec/4]
Original file line number	Diff line number	Diff line change
Expand Up		@@ -46,4 +46,4 @@ Managers.Name.List={P1.Name.Full} and {P2.Name.Full}

		TMP.Name.Full={P3.Name.Full}

		=[LLC/Form/ParticipatoryOrgs_LLC-DE-Operating-Agreement-Simple.md]
		=[LLC/Form/ParticipatoryOrgs_LLC-DE-Operating-Agreement-Simple.md]