LIMITED LIABILITY COMPANY PACKETfor LICENSED PROFESSIONALS
STATE OF OHIOElectronic Version
STATUTORY REFERENCE
Ohio Revised Code, Title XVII, Chapter 1705: Limited Liability Companies
http://codes.ohio.gov/orc
INTRODUCTORY NOTES
If a limited liability company is formed for the purpose of rendering a professional service, the kinds of
professional services authorized under Chapters 4703 and 4733 of the Revised Code, or a combination of
the professional services of optometrists authorized under Chapter 4725 of the Revised Code,
chiropractors authorized under Chapter 4734 of the Revised Code, psychologists authorized under
Chapter 4732 of the Revised Code, registered or licensed practical nurses authorized unde r Chapter 4723
of the Revised Code, pharmacists authorized under Chapter 4729 of the Revised Code, physica l therapists
authorized under sections 4755.40 to 4755.53 of the Revised Code, mechanotherapists authorized under
section 4731.151 [4731.15.1] of the Revised Code, and doctors of medicine and surgery, osteopathic
medicine and surgery, or podiatric medicine and surgery authorized under Chapter 4731 of the Re vised
Code, the following apply:
Each member, employee, or other agent of the company who renders a professional service i n this state
and, if the management of the company is not reserved to its members, each manage r of the company who
renders a professional service in this state shall be licensed, certificated, or otherwi se legally authorized to
render in this state the same kind of professional service; if applicable, the kinds of professional services
authorized under Chapters 4703 and 4733 of the Revised Code; or, if applicable, any of the kinds of
professional services of optometrists authorized under Chapter 4725 of the Revised Code, chiropractors
authorized under Chapter 4734 of the Revised Code, psychologists authorized under Chapter 4732 of the
Revised Code, registered or licensed practical nurses authorized under Chapter 4723 of the Re vised Code,
pharmacists authorized under Chapter 4729 of the Revised Code, physical therapists authoriz ed under
sections 4755.40 to 4755.53 of the Revised Code, mechanotherapists authorized under section 4731.151
[4731.15.1] of the Revised Code, or doctors of medicine and surgery, osteopathic medicine and surgery,
or podiatric medicine and surgery authorized under Chapter 4731 of the Revised Code.
Each member, employee, or other agent of the company who renders a professional service i n another
state and, if the management of the company is not reserved to its members, e ach manager of the
company who renders a professional service in another state shall be licensed, certifi cated, or otherwise
legally authorized to render that professional service in the other state.
* * *
Steps to Form LLC
Step 1: See FORM 1 - REQUEST FOR NAME RESERVATIONYou should check with the Secretary of State as to the availability of your
proposed name before drafting your limited liability company documents. Due to
the great number of registrations on file, you should have two or three alternative
names for your limited liability company.
You may check the availability of the proposed name by postcard, letter or
telephone at (614) 466-3910 or toll-free (877) SOS-FILE. A preliminary
availability check does not operate as a name reservation. Do not undertake a
serious commitment to a name until the articles of organization have been fil ed
and returned to you by this office.
A name that is not otherwise available for registration can be accepted if c onsent
of the entity with the conflicting name is obtained on a form prescribed by the
Secretary of State’s office. If the consenting entity is a corporation, the written
consent must be signed by any authorized officer of the corporation. If the
consenting entity is a limited liability company, the consent must be signed by a n
authorized member, manager, or other representative of the consenting limited
liability company.
A name reservation gives the applicant the exclusive right for 180 days to register
the specified name as the name of the limited liability company. If you want to
reserve a name prior to filing your articles of organization, you may do so by
requesting the reservation on a form prescribed by the Secretary of State and
enclosing a $50 filing fee. The reservation is renewable and transferable.
It is recommended that you reserve a LLC name in order to assure that your
Articles of Organization are not rejected because the name you have selected is
not available.
You may skip this step and go to Step 2, but if the name you have selected is
not available, the Articles of Organization will be rejected and returned to you.
The Request for Name Reservation should be typewritten or printed legibly in
black ink.
Enter the LLC name you want to reserve.
The name of a limited liability company must include the words "Limited
Liability Company", "Limited", "Ltd.", "Ltd.", "LLC", or "L.L.C.")
Decide if you want to try to reserve only ONE name or if you want to submit
three names and let the Secretary of State reserve one for you in the order of
preference. Check the appropriate space.
Submit one or more names for your LLC.
Have the Applicant sign the Request and print her/his name. Provide the
Applicant's address.
Before you file the Request for Name Reservation, you may call the Secretary
of State at 1-887-767-3453 to check the availability of the LLC name you
want to reserve. Telephone searches are only preliminary and do not
guarantee the availability of the name.
A name reservation is valid for a period of 180 days. The filing fee to reserve
a Limited Liability Company name is $50.00.
You must file the original and one copy of the Request for Name Reservation.
Mail the original and one copy of the Request for Name Reservation along with
the $50.00 filing fee (Make check payable to the Ohio Secretary of State) , to:
Secretary of State
Business Services Division
P.O. Box 670
Columbus, Ohio 43216
Step 2: SEE FORM 2 –ARTICLES OF ORGANIZATION
Once you have reserved the limited liability company name, or if you have chosen
to proceed without reserving a name, you are ready to complete the Articles of
Organization.
Follow the instructions on pages 4 and 5 of the form.
Step 3: Mail the original and one copy of the ARTICLES OF ORGANIZATION,
(including the signed ORIGINAL APPOINTMENT OF AGENT ), and the
$125.00 filing fee, plus any applicable expedite fee, (make check payable to
Secretary of State) to:
FOR REGULAR FILINGS:
Secretary of State
Business Services Division
PO Box 670
Columbus, Ohio 43216
FOR EXPEDITED FILINGS:
Secretary of State
Business Services Division
PO Box 1390
Columbus, Ohio 43216
FOR HAND DELIVERY OR EXPRESS
MAIL/DELIVERY:
Secretary of State
Business Services Division
33 E Broad Street, 14th
floor
Columbus, Ohio 43215
A sample cover letter to send with the Articles of Organization and the Original
Appointment of Agent is included in this packet.
SEE FORM 3 – SAMPLE TRANSMITTAL LETTER
Step 4: Upon return of the Articles of Organization complete the Operating Agreement. SEE FORM 4 – SAMPLE OPERATING AGREEMENT
Step 5: Apply for a Federal Tax Identification Number. This is done with form SS-4. Mail to your regional IRS office.
SEE FORM 5 – IRS-SS-4
Step 6: Open a bank account and conduct business.
Step 7: Maintain Records § 1705.28. Records to be kept at principal office.
(A) The principal office of a limited liability company need not be in this state. The company shall
keep at its principal office all of the following: (1) A current list of the full names, in alphabetical order, and last known business or
residence address of each member;
(2) A copy of the articles of organization, all amendments to the articles, and executed
copies of any powers of attorney pursuant to which the articles or the amendments have
been executed;
(3) A copy of any written operating agreement, all amendments to that operating
agreement, and executed copies of any written powers of attorney pursuant to which the
operating agreement and the amendments have been executed;
(4) Copies of any federal, state, and local income tax returns and reports of the company
for the three most recent years;
(5) Copies of any financial statements of the company for the three most recent years;
(6) Unless contained in a written operating agreement, a writing setting forth all of the
following:
(a) The amount of cash, and a description and statement of the agreed value of
any other property or services, that each member has contributed and has agreed
to contribute in the future;
(b) Each time at which and each event on the occurrence of which any additional
contribution agreed to be made by each member is to be made;
(c) Any right of the company to make to a member, or of a member to receive,
any distribution that includes a return of all or any part of his contribution;
(d) Each event upon the occurrence of which the company is to be dissolved and
its affairs wound up.
(B) The records required to be kept pursuant to division (A) of this section are subject to section
1705.22 of the Revised Code. [The right of members to obtain information and copies of
documents.]
* * *
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not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness
or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
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FORM 4
OPERATING AGREEMENT
This agreement is a sample operating agreement and should be modified to meet your needs. It
provides for the LLC to be operated by one or more managers OR by the members. You will
have to decide how you want your LLC to operate.
Read carefully and make appropriate changes to suit your
individual needs and purposes.
OPERATING AGREEMENTOF
______________________________________
AN OHIO LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT ("Agreement") is entered into the _____ day of
______________, 20___, by and between the following persons: 1. _______________________________________________________________
2. _______________________________________________________________
3. _______________________________________________________________
4. _______________________________________________________________
hereinafter, ("Members" or “Parties”).
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the Parties covenant, contract and agree as follows:
ARTICLE I
FORMATION OF LIMITED LIABILITY COMPANY
1. Formation of LLC. The Parties have formed a Ohio limited liability company nam ed
___________________________________________________ ("LLC"). The operation of the
LLC shall be governed by the terms of this Agreement and the applicable laws of the State of
Ohio relating to the formation, operation and taxation of a LLC, including the Ohio Uni form
Limited Liability Company Act (Ohio Revised Statutes, Title XVII, Chapter 1705) here inafter
referred to as the "Act". To the extent permitted by the Act, the terms and provisi ons of this
Agreement shall control if there is a conflict between such Act and this Agreeme nt. The Parties
intend that the LLC shall be taxed as a partnership. Any provisions of this Agreement, i f any,
that may cause the LLC not to be taxed as a partnership shall be inoperative.
2. Articles of Organization. The Members acting through one of its Members,
_____________________________________, filed Articles of Organization, ("Certificate") for
record in the office of the with the Department of Commerce and Consumer Affairs
_________________________, thereby creating the LLC.
3. Business. The business of the LLC shall be:
a) _________________________________________________________
_________________________________________________________ _________________________________________________________
and
b) To conduct or promote any lawful businesses or purposes within Ohio or any other jurisdiction which a limited liability company is legally allowed to conduc t or
promote.
4. Registered Office and Registered Agent. The registered office and place of business of
the LLC shall be ___________________________________________________
______________________________________ and the registered agent at such office shall be
__________________________________________________________________. The
Members may change the registered office and/or registered agent from time to time.
5. Duration. The LLC will commence business as of the date of filing and will continue in
perpetuity.
6. Fiscal Year. The LLC's fiscal and tax year shall end December 31.
ARTICLE II MEMBERS
7. Initial Members. The initial members of the LLC, their initial capital contributions, and
their percentage interest in the LLC are:
Initial Percentage Interest Capital
Members in LLC Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
8. Additional Members. New members may be admitted only upon the consent of a
majority of the Members and upon compliance with the provisions of this agreement.
ARTICLE III
MANAGEMENT
9. Management. The Members have elected to manage the LLC as follows (check as
appropriate):
The management of the LLC shall be vested in the Members without an appointed
manager. The members shall elect officers who shall manage the company. The
President and Secretary may act for and on behalf of the LLC and shall have the
power and authority to bind the LLC in all transactions and business dealings of any
kind except as otherwise provided in this Agreement.
The Members hereby delegate the management of the LLC to Manager(s), subject to
the limitations set out in this agreement.
(a) The Members shall elect and may remove the Manager(s) by majority vote.
(b) A Manager shall serve until a successor is elected by the Members.
(c) The Manager(s) shall have the authority to take all necessary and proper actions in order to conduct the business of the LLC.
(d) Except for decisions concerning distributions, any Manager can take any appropriate action on behalf of the LLC, including, but not limited to signing checks, executing
leases, and signing loan documents.
(e) In determining the timing and total amount of distributions to the Members, the ac tion
of the Manager shall be based on a majority vote of the Managers, with or without a
meeting.
(f) The compensation to the Manager(s) shall be in the discretion of the majority of the
Members of the LLC.
(g) There shall be _________ initial Managers.
(h) The initial Manager(s) is/are: _________________________________________________________ __________________________________________________________________________________________________________________
10. Officers and Relating Provisions. In the event the Members elect to manage the LL C,
rather than appointing a manager, the Members shall appoint officers for the LLC and the
following provisions shall apply:
(a) Officers. The officers of the LLC shall consist of a president, a treasurer and a
secretary, or other officers or agents as may be elected and appointed by the
Members. A Member may hold more than one or all offices. The officers shall act in
the name of the LLC and shall supervise its operation under the direction and
management of the Members, as further described below.
(b) Election and Term of Office. The officers of the LLC shall be elected
annually by the Members by a majority vote. Vacancies may be filled or new offices
created and filled at any meeting of the Members. Each officer shall hold office until
his/her death, until he/she shall resign, or until he/she is removed from office.
Election or appointment of an officer or agent shall not of itself create a contrac t
right.
(c) Removal. Any officer or agent may be removed by a majority of the
Members whenever they decide that the best interests of the Company would be
served thereby. Such removal shall be without prejudice to the contract rights, if any,
of the person so removed.
(d) Vacancies. A vacancy is any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Members for the unexpired portion
of the term.
(e) President. The President shall be the chief executive officer of the LLC and
shall preside at all meetings of the Members. The President shall have such other
powers and perform such duties as are specified in this Agreement and as may from
time to time be assigned by the Members of the LLC.
(f) The Treasurer. The Treasurer shall be the chief financial officer of the LLC.
The Treasurer shall not be required to give a bond for the faithful discharge of his/her
duties. The Treasurer shall: (i) have charge and custody of and be responsible for all
funds and securities of the LLC; (ii) in the absence of the President, preside at
meetings of the Members; (iii) receive and give receipts for moneys due and payable
to the LLC from any source whatsoever, and deposit all such moneys in the name of
the LLC in such banks, trust companies or other depositaries as shall be selected by
the Members of the LLC; and (iv) in general perform all the duties incident to t he
office of treasurer and such other duties as from time to time may be assigned by the
President or by the Members of the LLC.
(g) Secretary. The secretary shall: (i) keep the minutes of the Members meetings
in one or more books provided for that purpose; (ii) see that all notices are duly given
in accordance with the provisions of this Agreement or as required by law; (iii) be
custodian of LLC records; (iv) keep a register of the post office address of each
Member; (v) certify the Member’s resolutions; and other documents to the LLC as
true and correct; (vi) in the absence of the President and Treasurer, preside at
meetings of the Members and (vii) in general perform all duties incident to the offic e
of secretary and such other duties as from time as may be assigned by the President or
the Members.
11. Member Only Powers. Notwithstanding any other provision of this Agreement, only a
majority of the Members may: (a) sell or encumber (but not lease) any real estate owned by the
LLC, or (b) incur debt, expend funds, or otherwise obligate the LLC if the debt, expenditure, or
other obligation exceeds $_____________________.
ARTICLE IV
CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS
12. Interest of Members. Each Member shall own a percentage interest (sometimes referre d
to as a share) in the LLC. The Member’s percentage interest shall be based on the amount of
cash or other property that the Member has contributed to the LLC and that percentage interest
shall control the Member’s share of the profits, losses, and distributions of the LLC.
13. Contributions. The initial contributions and initial percentage interest of the Me mbers
are as set out in this Agreement.
14. Additional Contributions. Only a majority of the Members of the LLC may call on t he
Members to make additional cash contributions as may be necessary to carry on the LLC's
business. The amount of any additional cash contribution shall be based on the Member's then
existing percentage interest. To the extent a Member is unable to meet a c ash call, the other
Members can contribute the unmet call on a pro rata basis based on the Members' percent age
interests at that time, and the percentage interest of each Member will be adjusted accordingly.
15. Record of Contributions/Percentage Interests. This Agreement, any amendment(s) to this
Agreement, and all Resolutions of the Members of the LLC shall constitute the record of the
Members of the LLC and of their respective interest therein.
16. Profits and Losses. The profits and losses and all other tax attributes of the LLC shal l be
allocated among the Members on the basis of the Members' percentage interests in the LLC.
17. Distributions. Distributions of cash or other assets of the LLC (other than in dissolution
of the LLC) shall be made in the total amounts and at the times as determined by a majority of
the Members. Any such distributions shall be allocated among the Members on the basis of the
Members' percentage interests in the LLC.
18. Change in Interests. If during any year there is a change in a Member's percentage
interest, the Member's share of profits and losses and distributions in that year shall be
determined under a method which takes into account the varying interests during the year.
ARTICLE V
VOTING; CONSENT TO ACTION
19. Voting by Members. Members shall be entitled to vote on all matters which provide for a
vote of the Members in accordance with each Member’s percentage interest.
20. Majority Required. Except as otherwise provided and delegated to the Officers or
Managers, a majority of the Members, based upon their percentage ownership, is required for
any action.
21. Meetings - Written Consent. Action of the Members or Officers may be accomplished
with or without a meeting. If a meeting is held, evidence of the action shall be by Minutes or
Resolution reflecting the action of the Meeting, signed by a majority of the Members, or the
President and Secretary. Action without a meeting may be evidenced by a written conse nt
signed by a majority of the Members, or the President and Secretary.
22. Meetings. Meetings of the Members may be called by any Member owning 10% or more
of the LLC, or, if Managers were selected, by any Manager of the LLC, or if Officers were
elected, by any officer.
23. Majority Defined. As used throughout this agreement the term “Majority” of the
Members shall mean a majority of the ownership interest of the LLC as determined by the
records of the LLC on the date of the action.
ARTICLE VI
DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION
24. Duties of Members: Limitation of Liability. The Members, Managers and officers shall
perform their duties in good faith, in a manner they reasonably believe to be in the be st interests
of the LLC, and with such care as an ordinarily prudent person in a like position would use under
similar circumstances. No Member or officer, by reason of being or having been a Member or
officer, shall be liable to the LLC or to any other Member or officer for any loss or da mage
sustained by the LLC or any other Member or officer unless the loss or damage shall have be en
the result of fraud, deceit, gross negligence, willful misconduct, or a wrongful taking by that
Member or officer.
25. Members Have No Exclusive Duty to LLC. The Members shall not be required to
participate in the LLC as their sole and exclusive business. Members may have ot her business
interests and may participate in other investments or activities in addition t o those relating to the
LLC. No Member shall incur liability to the LLC or to any other Member by rea son of
participating in any such other business, investment or activity.
26. Protection of Members and Officers.
(a) As used herein, the term “Protected Party” refers to the Members and officers of the Company.
(b) To the extent that, at law or in equity, a Protected Party has duties (including fiduciary duties) and liabilities relating thereto to the LLC or to any othe r Protected
Party, a Protected Party acting under this Agreement shall not be liable to the LLC or
to any other Protected Party for good faith reliance on:
(i) the provisions of this Agreement;
(ii) the records of the LLC; and/or
(iii) such information, opinions, reports or statements presented to the LLC by any person as to matters the Protected Party reasonably
believes are within such other person’s professional or expert
competence and who has been selected with reasonable care by or
on behalf of the LLC.
(c) The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Protected Party to the LLC or to any other Protected Party otherwise
existing at law or in equity, are agreed by the parties hereto to replace such other
duties and liabilities of such Protected Party.
27. Indemnification and Insurance.
(a) Right to Indemnification.
(i) Any person who is or was a member or officer of the LLC and who is or may be a party to any civil action because of his/her participation in or with t he
LLC, and who acted in good faith and in a manner which he/she reasonably
believed to be in, or not opposed to, the best interests of the LLC may be
indemnified and held harmless by the LLC.
(ii) Any person who is or was a member or officer of the LLC and who is or may be a party to any criminal action because of his/her participation in or with the
LLC, and who acted in good faith and had reasonable cause to believe that the
act or omission was lawful, may be indemnified and held harmless by the
LLC.
(b) Advancement of Expenses. Expenses (including attorney’s fees) incurred by an
indemnified person in defending any proceeding shall be paid in advance of the
proceedings conclusion. Should the indemnified member or officer ultimately be
determined to not be entitled to indemnification, that member or officer agrees to
immediately repay to LLC all funds expended by the LLC on behalf of the member or
officer.
(c) Non-Exclusivity of Rights. The right to indemnification and payment of fees and
expenses conferred in this section shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, provision of this Agreement,
contract, agreement, vote of Members or otherwise. The Members and officers are
expressly authorized to adopt and enter into indemnification agreements for Members
and officers.
(d) Insurance. The Members may cause the LLC to purchase and maintain insurance for
the LLC, for its Members and officers, and/or on behalf of any third party or parties
whom the members might determine should be entitled to such insurance coverage.
(e) Effect of Amendment. No amendment, repeal or modification of this Article shall
adversely affect any rights hereunder with respect to any action or omission occurring
prior to the date when such amendment, repeal or modification became effective.
ARTICLE VII
MEMBERS INTEREST TERMINATED
28. Termination of Membership. A Member’s interest in the LLC shall cease upon the
occurrence of one or more of the following events: (a) A Member provided notice of withdrawal to the LLC thirty (30) days in advance of the withdrawal date. Withdrawal by a Member is not a breach of this Agreement
(b) A Member assigns all of his/her interest to a qualified third party.
(c) A Member dies.
(e) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage his/her person or his/her estate.
(f) In the case of an estate that is a Member, the distribution by the fiduciary of the estate's entire interest in the LLC.
(g) A Member, without the consent of a majority of the Members: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3)
is adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for
himself any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law or regulation; (5) files an answer
or other pleading admitting or failing to contest the material allegations of a petition
filed against him in any proceeding of the nature described in this paragraph; (6)
seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of the Member or of all or any substantial part of his properties; or (7) if
any creditor permitted by law to do so should commence foreclosure or take any other
action to seize or sell any Member's interest in the LLC.
(h) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law, or regulation, the
action has not been dismissed and/or has not been consented to by a majority of the
members.
(i) If within ninety (90) days after the appointment, without a member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any
substantial part of the member’s properties, said appointment is not vacated or withi n
ninety (90) days after the expiration of any stay, the appointment is not vacated
and/or has not been consented to by a majority of the members.
(j) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
29. Effect of Dissociation. Any dissociated Member shall not be entitled to receive the fair
value of his LLC interest solely by virtue of his dissociation. A dissociated Member that still
owns an interest in the LLC shall be entitled to continue to receive such profit s and losses, to
receive such distribution or distributions, and to receive such allocations of income, gai n, loss,
deduction, credit or similar items to which he would have been entitled if still a Member. For all
other purposes, a dissociated Member shall no longer be considered a Member and shall have no
rights of a Member.
ARTICLE VIII
RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST;
SET PRICE FOR LLC INTEREST
30. LLC Interest. The LLC interest is personal property. A Member has no interest in
property owned by the LLC.
31. Encumbrance. A Member can encumber his LLC interest by a security interest or ot her
form of collateral only with the consent of a majority of the other Members. Such consent sha ll
only be given if the proceeds of the encumbrance are contributed to the LLC to respond t o a cash
call of the LLC.
32. Sale of Interest. A Member can sell his LLC interest only as follows:
(a) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must
first offer the interest to the LLC. The LLC shall have the option to buy the offe red
interest at the then existing Set Price as provided in this Agreement. The LLC shall
have thirty (30) days from the receipt of the assigning Member's notice to give the
assigning Member written notice of its intention to buy all, some, or none of the
offered interest. The decision to buy shall be made by a majority of the other
Members. Closing on the sale shall occur within sixty (60) days from the date that
the LLC gives written notice of its intention to buy. The purchase price shall be paid
in cash at closing unless the total purchase price is in excess of $_______________ in
which event the purchase price shall be paid in __________ (____) equal quarterly
installments beginning with the date of closing. The installment amounts shall be
computed by applying the following interest factor to the principal amount: interest
compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing
under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1
274(d), or any successor provision.
(b) To the extent the LLC does not buy the offered interest of the selling Member, t he
other Members shall have the option to buy the offered interest at the Set Price on a
pro rata basis based on the Members' percentage interests at that time. If Member
does not desire to buy up to his/her proportional part, the other Members can buy the
remaining interest on the same pro rata basis. Members shall have fifteen (15) days
from the date the LLC gives its written notice to the selling Member to gi ve the
selling Member notice in writing of their intention to buy all, some, or none of the
offered interest. Closing on the sales shall occur within sixty (60) days from the date
that the Members give written notice of their intention to buy. The purchase price
from each purchasing Member shall be paid in cash at closing.
(c) To the extent the LLC or the Members do not buy the offered interest, the selling Member can then assign the interest to a non-member. The selling Member must
close on the assignment within ninety (90) days of the date that he gave notice to the
LLC. If he does not close by that time, he must again give the notice and options to
the LLC and the LLC Members before he sells the interest.
(e) The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must a gain give
the notice and options to the LLC and the LLC Members before he sells the interest.
(f) A non-member purchaser of a member’s interest cannot exercise any rights of a Member unless a majority of the non-selling Members consent to him becoming a
Member. The non-member purchaser will be entitled, however, to share in such
profits and losses, to receive such distributions, and to receive such allocation of
income, gain, loss, deduction, credit or similar items to which the selling membe r
would be entitled, to the extent of the interest assigned, and will be subject t o calls for
contributions under the terms of this Agreement. The purchaser, by purchasing the
selling member’s interest, agrees to be subject to all the terms of this Agree ment as if
he were a Member.
33. Set Price. The Set Price for purposes of this Agreement shall be the price fixed by
consent of a majority of the Members. The Set Price shall be memorialized and ma de a part of
the LLC records. The initial Set Price for each Member's interest is the a mount of the Member's
contribution(s) to the LLC as provided above, as updated in accordance with the terms hereof.
Any future changes in the Set Price by the Members shall be based upon net equity in the assets
of the LLC (fair market value of the assets less outstanding indebtedness), considering the most
recent appraisal obtained by the LLC for its assets, as may be adjusted by the Members in their
discretion. The initial Set Price shall be adjusted upon demand by a Member but not more than
once a year unless all Members consent. This basis for determining the Set Price sha ll remain in
effect until changed by consent of a majority of the Members. The Members will conside r
revising the basis for determining the Set Price at least annually.
ARTICLE IX
OBLIGATION TO SELL ON A DISSOCIATION EVENT CONCERNING A MEMBER
34. Dissociation. Except as otherwise provided, upon the occurrence of a dissociation event
with respect to a Member, the LLC and the remaining Members shall have the option to purchase
the dissociated Member's interest at the Set Price in the same manner as provided in ARTICLE
VIII and as if the dissociated Member had notified the LLC of his desire to sell a ll of his LLC
interest. The date the LLC received the notice as provided in ARTICLE VIII t riggering the
options shall be deemed to be the date that the LLC receives actual noti ce of the dissociation
event.
ARTICLE X
DISSOLUTION
35. Termination of LLC. The LLC will be dissolved and its affairs must be wound up only
upon the written consent of a majority of the Members.
36. Final Distributions. Upon the winding up of the LLC, the assets must be distributed as
follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions;
and (c) to Members first for the return of their contributions and secondly respecting their LL C
interest, in the proportions in which the Members share in profits and losses.
ARTICLE XI
TAX MATTERS
37. Capital Accounts. Capital accounts shall be maintained consistent with Interna l Revenue
Code § 704 and the regulations thereunder.
38. Partnership Election. The Members elect that the LLC be taxed as a partnership and not
as an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
39. Records and Inspection. The LLC shall maintain at its place of business the Arti cles of
Organization, any amendments thereto, this Agreement, and all other LLC records required to be
kept by the Act, and the same shall be subject to inspection and copying at the reasonable
request, and the expense, of any Member.
40. Obtaining Additional Information. Subject to reasonable standards, each Member may
obtain from the LLC from time to time upon reasonable demand for any purpose reasonably
related to the Member's interest as a Member in the LLC: (1) information regarding the state of
the business and financial condition of the LLC; (2) promptly after becoming availa ble, a copy of
the LLC's federal, state, and local income tax returns for each year; and (3) other i nformation
regarding the affairs of the LLC as is just and reasonable.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
41. Amendment. Except as otherwise provided in this Agreement, any amendment to this
Agreement may be proposed by a Member. Unless waived by the Members, the proposing
Member shall submit to the Members any such proposed amendment together with an opinion of
counsel as to the legality of such amendment and the recommendation of the Member as to its
adoption. A proposed amendment shall become effective at such time as it has bee n approved in
writing by a majority of the Members. This Agreement may not be amended nor may any ri ghts
hereunder be waived except by an instrument in writing signed by the party sought to be charged
with such amendment or waiver, except as otherwise provided in this Agreement.
42. Applicable Law. To the extent permitted by law, this Agreement shall be construed in
accordance with and governed by the laws of the State of Ohio.
43. Pronouns, Etc. References to a Member or Manager, including by use of a pronoun, shall
be deemed to include masculine, feminine, singular, plural, individuals, partnerships or
corporations where applicable.
44. Counterparts. This instrument may be executed in any number of counterparts each of
which shall be considered an original.
45. Specific Performance. Each Member agrees with the other Members that the other
Members would be irreparably damaged if any of the provisions of this Agreement are not
performed in accordance with their specific terms and that monetary damages would not provide
an adequate remedy in such event. Accordingly, it is agreed that, in addition to a ny other remedy
to which the nonbreaching Members may be entitled, at law or in equity, the nonbreaching
Members shall be entitled to injunctive relief to prevent breaches of this Agreement and,
specifically, to enforce the terms and provisions of this Agreement in any action inst ituted in any
court of the United States or any state thereof having subject matter jurisdiction thereof.
46. Further Action. Each Member, upon the request of the LLC, agrees to perform all further
acts and to execute, acknowledge and deliver any documents which may be necessary,
appropriate, or desirable to carry out the provisions of this Agreement.
47. Method of Notices. All written notices required or permitted by this Agreement shall be
hand delivered or sent by registered or certified mail, postage prepaid, addressed to the LLC at
its place of business or to a Member as set forth on the Member's signature page of this
Agreement (except that any Member may from time to time give notice changing his address for
that purpose), and shall be effective when personally delivered or, if mailed, on the date set forth
on the receipt of registered or certified mail.
48. Facsimiles. For purposes of this Agreement, any copy, facsimile, telecommunication or
other reliable reproduction of a writing, transmission or signature may be substituted or used in
lieu of the original writing, transmission or signature for any and all purposes for which the
original writing, transmission or signature could be used, provided that such copy, facsimile
telecommunication or other reproduction shall have been confirmed received by the se nding
Party.
49. Computation of Time. In computing any period of time under this Agreement, the day of
the act, event or default from which the designated period of time begins to run shall not be
included. The last day of the period so computed shall be included, unless it is a Sat urday,
Sunday or legal holiday, in which event the period shall run until the end of the next da y which is
not a Saturday, Sunday or legal holiday.
WHEREFORE, the Parties have executed this Agreement on the dates stated below t heir
signatures on the attached signature page for each individual Party.
NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A
COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF _____________________________________________________________________________,
A OHIO LIMITED LIABILITY COMPANY. EACH MEMBER REALIZES THAT AN
INVESTMENT IN THIS COMPANY IS SPECULATIVE AND INVOLVES SUBSTANTIAL
RISK. EACH MEMBER IS AWARE AND CONSENTS TO THE FACT THAT THE
INTERESTS IN THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY SECURITIES ACT OF THE STATE OF OHIO. EACH
MEMBER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND THE FORMATION CERTIFICATE OR ARTICLES.
Members: __________________________________
Name __________________________________
Name __________________________________
Name __________________________________
Name
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, an Ohio limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member: ________________________________
Address:
________________________________
Date: _________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, an Ohio limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member: ________________________________
Address:
________________________________
Date: _________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, an Ohio limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member: ________________________________
Address:
________________________________
Date: _________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, an Ohio limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member: ________________________________
Address:
________________________________
Date: _________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, an Ohio limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member: ________________________________
Address:
________________________________
Date: _________________________________
Ownership Ledger
Name and Residence
Address of LLC Member Date of
Transfer % Ownership Amount Paid Subsequent
Transfer
Show on
separate line
Accessories
U. S. Legal Forms, Inc. offers the following accessories:
See
http://www.uslegalbookstore.com/officeproducts/
The certificate below is optional.
Membership Certificate
No. ____ LIMITED LIABILITY COMPANY- STATE OF OHIO Percentage: ___
This Certificate, certifies that _______________________________, is a true
and lawful owner of ____ percent ownership of ______________________, an
Ohio Limited Liability Company. Such ownership interest is only transfera ble in
accordance with the Operating Agreement between the Members.
This certificate is issued by the Limited Liability Company by its duly
authorized officers on this the ____ day of _________, 20___.
________________ _________________
