Sign Idaho Terms of Use Agreement Secure

Document type sign terms of use agreement idaho secure

all right now i'll be discussing some common clauses in an operating agreement I have a basic operating agreement in front of me it is including exhibits which I highly recommend it is 14 pages long and it has five pages worth of exhibits and I'll just kind of go through it piece by piece you can see if an operating agreement that you you have has some good language in it or has some good clauses in it or you can maybe tell the difference between a poor operating agreement and a better operating agreement one thing I'd like to note for all of my idaho viewers is that there was an update to the Idaho the Idaho uniform limited liability act and so you need to make sure that your current operating agreement is in compliance with that act because most of the operating agreements in the preamble say that you are going to utilize the that section of the code even if its amended so you need to make sure that you update your operating agreement and it's always good to update your offer agreements over time because you know you need to become familiar and know exactly how it would make the document reflect how you are treating your business and how you were running your business so usually it begins but with just the titling so whatever LLC put its name karma LLC and then define it as a manager managed or a member managed LLC that that definitely assists the state because then they can apply the specific clauses remember managed or a manager managed and then it has a little preamble there and it talks about how the section of the Idaho code that you want to be using so in this case the Idaho uniform limited liability act it will be updated again within the next year or two and then article one so I always like to put sections so i divide up the section so it's easier for the reader and then have something in there that says the section isn't necessarily indicative of the content below that's just some basic lawyer information so you want to talk about formation that you are going to have articles of organization that accompany this document and be filed with the state you do not file operating agreements in the state of Idaho and they will not accept them then you can identify your registered office and agent you can find the term and with the term talk about those situations that you want the company to to be terminated so when there's the solution when it becomes unlawful resignation bankruptcy that kind stuff because those are all triggering events and you no longer want to run the company in those instances continuance if somebody wants to buy out somebody's right business purpose powers principal place of business the members and I always put that in exhibit we can look at that admission of additional members so you want to make sure if three people only want to do business with three people they don't want to bring other people in define that in the document that way you don't have an issuing of new membership shares and and then get people you don't want in the company its article to capital contributions that's an important section are people donating money skills I usually have a class like about tangible and intangible contributions three profits losses and distributions do you want to split equally I mean he's putting up 150 thousand dollars someone else is just putting up carpentry skills do you want them both to get thirty percent of the profits if it's a three-person membership or is there some other way to get a good return on people's money distributions remember you have to follow the Idaho Treasury one point or the just Treasury regulation sorry 1.7 04 dash 1 B 2 double I be to go see a lawyer I'm just giving you the things I put in they may or may not be applicable to you but you do have to keep track of capital contributions and make sure that those distributions follow the IRS and treasury guidelines management that's probably the most important part at least for me in operating agreements it's the management of the business who's in charge who can make decisions how many votes does it take I usually make an exhibit for this have the client fill it out then I correct it use all the legal jargon and put all that in there document but just refer to that exhibit it's a lot easier than trying to write it into some of these preset paragraphs so management of the business the members are they going to be part of the company right and then the powers of the managers so I I outlined all of those in my operating agreements because it's it's very important I even have 10 * up to d sub sections another thing here is i put an example i think that whenever you use something in a document you should one give the formula or the the definition give the definition first so a fair market value boom give a definition okay then to you put the formula on how you would determine fair market value and then three you use it in an actual example do the math yourself and put it in the document so people can see how you should be using that document 10 years from now okay that's very critical so I do that even in management um nominees company information you know members do have the ability to access accounting books indemnification standards of care records there are certain standards of care that you cannot that you cannot get out of you can't put in your operating agreement that members can't you know or don't have a duty of loyalty or a duty of care I mean there are certain duties that you can and can't delaware's the most liberal state as far as allowing their members to do just about anything that they want but a lot of the states are much more restrictive go see your attorney in your state who is a business attorney so records boom what you're going to keep in your business file compensation or your managers just going to BP with their distributions or are they going to have a salary and then the company gets distributions so for instance here I go giving you this example are they going to paid fifty thousand dollars for the year the company made 150 thousand dollars so they give out the salary of fifty thousand dollars to the managing member and then the three of them split the hundred thousand dollars or is it a hundred fifty thousand dollars and then they split that three ways in justice issue distributions so make sure you define that and put that in the document bookkeeping bookkeeping is very important I recommend every company have a CPA and a more business EPA you can talk to your lawyer he probably knows several transfers so assignment I always put a little clause in there even for divorce if you can assign this or not so you need make that decision certification of members so that just means that the members all agree and abide by this operating agreement in Idaho if you do become part of an LLC there is a presumption that you do agree with operating agreement so before you start in with a company make sure you get a copy they operating libri all right so now I'm in exhibits exhibit one is management and i divide that into unanimous consent so what business decisions need everybody agreeing to it majority consent so two out of three or you know you and you can outline that for whatever you want your majority to be four how many members there are decisions that certain managers can make by themselves and independently and don't have to consult other members or other managers I always have that then I also include signature pages on all of these so that everyone everyone knows that they agree to these exhibits it's kind of a double check it's kind of boring but you know I think it's always good because you know what is to say I'm trusting anybody so what is it to say that somebody didn't take the operating agreement print and exhibit and just staple it to it later I always say put a signature because that's better than nothing all right roles of each member and manager I like to finding those rules so you know if people are doing what they promised at the very beginning you're all on the same page doesn't take a lot of effort this one's a little over a page long single spaced one and a half space maybe and I think it's great it gets everybody talking and gets everyone to have the same expectations ok exhibit three well this isn't just kind of unique for this business they had a line of credit so I wanted them to all make a statement on what they plan on using that line of credit for who is securing that line of credit and when should that might add credit be paid back that way it's all on the same page as if it for is just the listing of members so what percentage do they all own in the business and and their address it names and everybody signs it and then your exhibit 5 is the capital contributions now have you put them all in and what those equal as a percentage of the company so those are some clauses that you should kind of look for I don't really go into them too much because I don't give legal advice I just some here to educate you on some common clauses and kind of why they should be in there and some results that could happen if they're not and some results that could happen if they are if you have any questions please comment on my videos or contact my offer thank you very much have a good day