PROFESSIONAL LIMITED LIABILITY COMPANYfor LICENSED PROFESSIONALS
NORTH DAKOTAElectronic Version
STATUTORY REFERENCE
North Dakota Code – Title 10 – Chapter 31 – Professional Organizations Act
North Dakota Code – Title 10 – Chapter 32 – Limited Liability Company Act
http://www.legis.nd.gov/information/statutes/cent-code.html
SELECTIONS FROM STATUTES
10-31-01. Definitions
As used in this chapter, unless the context otherwise requires: ...
7. "Professional Limited Liability Company" ... means a Limited Liability Company that is organize d
under this chapter for the purpose of rendering professional service and which has as its members only
individuals who themselves are licensed or otherwise legally authorized within this state to render the
same professional service as the Professional Limited Liability Company or non-licensed employees as
provided in section 10-31-07.2. …
10. "Professional service" means the personal service to the public which requires a license as a condition
precedent to the rendering of such service and which before the passage of this chapter could not be
performed by a corporation, Limited Liability Company, or a limited liability partnership.
10-31-02.1. Articles of organization
1. One or more individuals may organize a professional organization in the form of a Professional
Limited Liability Company for the practice of a profession by filing articles of organization with the
secretary of state. The articles of organization must meet the requirements of chapter 10-32 and must
contain the following:
a. The profession to be practiced through the Professional Limited Liability Company; and
b. The name and residence address of each original member of the Professional Limited Liability
Company who will practice the profession in this state.
2. At the time the articles of organization are filed with the secretary of state, the Professional
Limited Liability Company also shall file a certificate from the regulating board of the profession
involved that each of the governors and members who will practice the profession in this state, if
any, is licensed to practice the profession in this state.
10-31-05. Name
1. The name of a professional organization: ... b. In the form of a Professional Limited Liability Company organized under this chapter must
contain: (1) The words "Professional Limited Liability Company" or "Limited Liability
Company"; or
(2) The abbreviations: (a) "P.L.C." or "PLC", either of which may be used interchangeably for all
purposes authorized by chapter 10-31 including real estate matters, contracts, and
filings with the secretary of state;
(b) "P.L.L.C." or "PLLC", either of which may be used interchangeably for all
purposes authorized by chapter 10-31 including real estate matters, contracts, and
filings with the secretary of state; or
(c) "L.L.C." or "LLC", either of which may be used interchangeably for all
purposes authorized by chapter 10-31 including real estate matters, contracts, and
filings with the secretary of state.
10-31-07.2. Issuance and transfer of membership interests
A professional organization in the form of a Professional Limited Liability Company may issue
membership interests only to persons who are licensed to render the same specific professional services as
those for which the company was organized. A member may voluntarily transfer membership interests
in a Professional Limited Liability Company only to a person owning or eligible to own a membership
interest. The reflection of any membership interests in the required records of the Professional Limited
Liability Company in violation of this section is void. The voluntary transfer of any membership interests
in violation of this section is void. No membership interest may be reflected in the required records of
the Professional Limited Liability Company until there is presented to and filed with the Professional
Limited Liability Company a certificate from the regulating board stating that the person to whom the
transfer is to be made or the membership interest issued is licensed to render the same specific
professional services as those for which the Professional Limited Liability Company was organized.
10-31-08. Professional services through officers, managers, employees, agents
No organization created under this chapter may render professional services except through its
executives, employees, and agents who are licensed to render professional services in this state. In this
section the term "employee" does not include a clerk, secretary, bookkeeper, nurse, technician, or
assistant, who is not usually and ordinarily considered by custom and practice to be rendering
professional services to the public for which a license or other legal authorization is required in
connection with the profession practiced by a particular professional organization.
10-31-09. Professional relationship preserved — Liability of owners — Professional regulation
1. This chapter does not modify any law applicable to the relationship between a person furnishing
professional service and a person receiving professional service, including liability arising out of the
professional service, and including the confidential relationship between the person rendering the
professional service and the person receiving the professional service, if any, and all confidential
relationships previously enjoyed under the laws of this state or hereinafter enacted must remain inviolate.
2. Subject to subsection 1, nothing contained in this section renders an executive, owner, or employee of
a professional organization personally liable in tort for any act in which that individual has not personally
participated or in contract for any contract which that individual executes on behalf of a professional
organization within the limits of that individual's authority.
3. Nothing in this chapter restricts or limits in any manner the authority and duty of the regulating boards
for the licensing of an individual rendering professional services.
4. No professional organization may do any act that is prohibited to be done by any individual licensed to
practice the profession which the professional organization is created to render.* * *
STEPS TO FORM PLLC
Step 1:See FORM 1 - RESERVE NAME APPLICATION
It is recommended that you reserve a PLLC 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.
Download the form from the download page below, complete and mail in.
Follow the instructions on the form for a PLLC.
Mail the original and one copy of the RESERVE NAME APPLICATION along
with the $10.00 filing fee (Make check payable to the Secretary of State) to:
Business Division
Secretary of State
State of North Dakota
600 E Boulevard Ave Dept 108
Bismarck ND 58505-0500
Telephone: 701-328-4284
ND Toll Free: 800-352-0867
Fax: 701-328-2992
Step 2: SEE FORM 2 – ARTICLES OF ORGANIZATION
Once you have reserved the Professional Limited Liability Company name, or if
you have chosen to proceed without reserving a name, you are ready to complete
the Articles of Organization and the Registered Agent Consent to Serve.
Download the form from the download page below. The Articles of
Organization form is on page 6. Instructions are included. Follow the
instructions and complete the form.
At the time the articles of organization are filed with the secretary of state, the
Professional Limited Liability Company also MUST file a certificate from the
regulating board of the profession involved that each of the governors and members
who will practice the profession in this state, if any, is licensed to practice the
profession in this state. YOU MUST CONTACT YOUR REGULATING BOARD
AND OBTAIN THIS CERTIFICATE FOR ATTACHMENT TO THE ARTICLES
OF ORGANIZATION.
Step 3: Mail the original and one copy of the ARTICLES OF ORGANIZATION
together with the total filing fee, make check payable to Secretary of State, to:
Business Division
Secretary of State
State of North Dakota
600 E Boulevard Ave Dept 108
Bismarck ND 58505-0500
Telephone: 701-328-4284
ND Toll Free: 800-352-0867
Fax: 701-328-2992
A sample cover letter to send with the Articles and Consent of is included in thi s
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 10-32-51. Required records and information.
1. A Professional Limited Liability Company shall keep at its principal executive office,
or at another place or places within the United States determined by the board:
a. A current list of the full name and last-known business, residence, or mailing
address of each member, each governor, and the president;
b. A current list of the full name and last-known business, residence, or mailing
address of each assignee of financial rights other than a secured party and a description of
the rights assigned;
c. A copy of the articles of organization and all amendments to the articles;
d. Copies of any currently effective written bylaws;
e. Copies of the Professional Limited Liability Company's federal, state, and local
income tax returns and reports, if any, for the three most recent years;
f. Financial statements required by section 10-32-52;
g. Records of all proceedings of members for the last three years;
h. Records of all proceedings of the board for the last three years;
i. Reports made to members generally within the last three years;
j. Member-control agreements described in section 10-32-50;
k. A statement of all contributions accepted under subsection 3 of section 10-32-56
including for each contribution:
(1) The identity of the member to whom the contribution relates;
(2) The class or series to which the contribution pertains;
(3) The amount of cash accepted by the Professional Limited Liability Company or
promised to be paid to the Professional Limited Liability Company;
(4) A description of any services rendered to or for the benefit of the Professional
Limited Liability Company or promised to be rendered to or for the benefit of the
Professional Limited Liability Company; and
(5) The value accorded under subsection 4 of section 10-32-56 to:
(a) Any other property transferred or promised to be transferred to the Professional
Limited Liability Company; and
(b) Any services rendered to or for the benefit of the Professional Limited Liability
Company or promised to be rendered to or for the benefit of the Professional Limited
Liability Company;
l. A statement of all contribution agreements made under section 10-32-58, including
for each contribution agreement:
(1) The identity of the would-be contributor;
(2) The class or series to which the future contribution pertains; and
(3) As to each future contribution to be made, the same information as subdivision k
requires for contributions already accepted;
m. A statement of all contribution allowance agreements made under section 10-32-59,
including for each contribution allowance agreement:
(1) The identity of the would-be contributor;
(2) The class or series to which the future contribution would pertain; and
(3) As to each future contribution allowed to be made, the same information as
subdivision k requires for contributions already accepted;
n. An explanation of any restatement of value made under section 10-32-57;
o. Any written consents obtained from members under this chapter; and
p. A copy of agreements, contracts, or other arrangements or portions of them
incorporated by reference under subsections 6 through 8 of section 10-32-56.* * *
Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are
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,
Inc. Disclaimer and License located at
http://www.uslegalforms.com/disclaimer.htm
FORMS DOWNLOAD
To access the download page please do the following:
IMPORTANT NOTE: WRITE DOWN THE USERNAME AND PASSWORD SHOWN
BELOW BECAUSE YOU WILL NEED TO ENTER IT EXACTLY (case sensitive) TO
DOWNLOAD THE FORMS.
The download page you will access by using the link below contains links to download the forms
for this package, as well as a brief description of each form. Once you reach the download page,
the easiest procedure to download the forms is to right-click on the form links and select “save
target as” to save each form to your hard drive.
To access the download page you are required to use the following login (PLEASE WRITE
THIS DOWN):
USERNAME: dnu389
PASSWORD: fzz927
The download link can be accessed by any of the following methods: - Copy the link below and paste into your browser URL location.
- Type the link below exactly (case sensitive) as shown into your browser.
- Click on the highlighted link below.
Download Link:
http://www.uslegalforms.com/data/corp/ND-00LLC/ND-00PLLC.htm
http://www.uslegalforms.com/data/corp/ND-00LLC/ND-00PLLC.htm
FORM 4
SAMPLE OPERATING AGREEMENT
This agreement is a sample operating agreement and should be modified to meet your needs. It
provides for the PLLC to be operated by one or more managers OR by the members. You will
have to decide how you want your PLLC to operate.
INSERT THE NAME OF YOUR PROFESSION INTO THE BLANKS WHERE APPROPRIATE.
Read carefully and make appropriate changes to suit your
individual needs and purposes.
OPERATING AGREEMENTOF
______________________________________
A NORTH DAKOTA PROFESSIONAL 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 PROFESSIONAL LIMITED LIABILITY COMPANY
1. Formation of PLLC. The Parties have formed a North Dakota Professional
Limited Liability Company named _______________________________________________
("PLLC"). The operation of the PLLC shall be governed by the terms of this Agreement and t he
provisions of the North Dakota Professional Organizations Act, and Limited Liability Company
Act (North Dakota Century Code, Title 10, Chapters 31 & 32), hereinafter referred to
collectively as the “Act”. To the extent permitted by the Act, the te rms and provisions of this
Agreement shall control if there is a conflict between such Law and this Agreeme nt. The Parties
intend that the PLLC shall be taxed as a partnership. Any provisions of this Agreement , if any,
that may cause the PLLC not to be taxed as a partnership shall be inoperative.
2. Articles or Organization. The Members acting through one of its Members,
_____________________________________, filed Articles of Organization, ("Articles") for
record in the office of the with the North Dakota Secretary of State on
_________________________, thereby creating the PLLC. 3. Business. The business of the PLLC shall be the professional practice of
_________________.4. Registered Office and Registered Agent. The registered office and place of
business of the PLLC 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 PLLC will commence business as of the date of filing and will
continue in perpetuity.6. Fiscal Year. The PLLC's fiscal and tax year shall end December 31.
ARTICLE IIMEMBERS
7. Initial Members. The initial members of the PLLC shall be licensed to practice
_______________ in North Dakota. The initial members of the PLLC, their initial capital
contributions, and their percentage interest in the PLLC are: Initial Percentage Interest Capital
Members in PLLC Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
8. Additional Members. New members of the PLLC shall be licensed to practice
_______________ in North Dakota. 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 PLLC as follows (check
as appropriate):
The management of the PLLC shall be vested in the Members without an
appointed manager. The members shall elect officers who shall manage the compa ny. The
President and Secretary may act for and on behalf of the PLLC and shall have the power and
authority to bind the PLLC in all transactions and business dealings of any kind exc ept as
otherwise provided in this Agreement.
The Members hereby delegate the management of the PLLC 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 PLLC.
d) Except for decisions concerning distributions, any Manager can take any
appropriate action on behalf of the PLLC, including, but not limited to signing checks, e xecuting
leases, and signing loan documents.
e) In determining the timing and total amount of distributions to the
Members, the action of the Manager shall be based on a majority vote of the Manage rs, 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 PLLC.
g) There shall be _________ initial Managers.
h) All managers shall be licensed to practice _____________ in North Dakota.
i) The initial Manager(s) is/are: _________________________________________________________ __________________________________________________________________________________________________________________
10. Officers and Relating Provisions. In the event the Members elect to manage the
PLLC, rather than appointing a manager, the Members shall appoint officers for the PLLC and
the following provisions shall apply:
(a) Officers. The officers of the PLLC 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 na me of the PLLC
and shall supervise its operation under the direction and management of the Membe rs, as further
described below.
(b) Election and Term of Office. The officers of the PLLC 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 hi s/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 contract 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 there by.
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 PLLC
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 PLLC.
(f) The Treasurer. The Treasurer shall be the chief financial officer of the
PLLC. 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 PLLC; (ii) in the absence of the President, preside at meet ings of the Members;
(iii) receive and give receipts for moneys due and payable to the PLLC from any source
whatsoever, and deposit all such moneys in the name of the PLLC in such banks, trust compani es
or other depositaries as shall be selected by the Members of the PLLC; and (iv) in ge neral
perform all the duties incident to the office of treasurer and such other duties as from time to
time may be assigned by the President or by the Members of the PLLC.
(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 custodi an of
PLLC records; (iv) keep a register of the post office address of each Member; (v) certify t he
Member’s resolutions; and other documents to the PLLC as true and correct; (vi) in the absenc e
of the President and Treasurer, preside at meetings of the Members and (vii) in genera l perform
all duties incident to the office of secretary and such other duties as from ti me 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 rea l estate owned
by the PLLC, or (b) incur debt, expend funds, or otherwise obligate the PLLC 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
referred to as a share) in the PLLC. The Member’s percentage interest shall be based on the
amount of cash or other property that the Member has contributed to the PLLC and that
percentage interest shall control the Member’s share of the profits, losses, and distributions of t he
PLLC.
13. Contributions. The initial contributions and initial percentage interest of the
Members are as set out in this Agreement. 14. Additional Contributions. Only a majority of the Members of the PLLC may call
on the Members to make additional cash contributions as may be necessary to carry on the
PLLC'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 cash
call, the other Members can contribute the unmet call on a pro rata basis based on the Members'
percentage interests at that time, and the percentage interest of each Mem ber 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 PLLC shall
constitute the record of the Members of the PLLC and of their respective interest therein.16. Profits and Losses. The profits and losses and all other tax attributes of the PLLC
shall be allocated among the Members on the basis of the Members' percentage intere sts in the
PLLC.
17. Distributions. Distributions of cash or other assets of the PLLC (other than in
dissolution of the PLLC) shall be made in the total amounts and at the times a s 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 PLLC.
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 writt en consent
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 PLLC, or, if Managers were selected, by any Manager of the PLLC, or if Offic ers
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 PLLC as determine d by the
records of the PLLC 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 best
interests of the PLLC, 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 PLLC or to any other Member or officer for any loss or
damage sustained by the PLLC or any other Member or officer unless the loss or damage shal l
have been 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 PLLC. The Members shall not be required
to participate in the PLLC as their sole and exclusive business. Members may have other
business interests and may participate in other investments or activities in addi tion to those
relating to the PLLC. No Member shall incur liability to the PLLC or to any other Member by
reason 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 PLLC or to any other Protected
Party, a Protected Party acting under this Agreement shall not be liable to the PLLC or to any
other Protected Party for good faith reliance on:
(i) the provisions of this Agreement;
(ii) the records of the PLLC; and/or
(iii) such information, opinions, reports or statements presented to the
PLLC 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 PLLC.
(c) The provisions of this Agreement, to the extent that they restrict the duties
and liabilities of a Protected Party to the PLLC 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 PLLC and
who is or may be a party to any civil action because of his/her participation in or with the PLLC,
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 PLLC may be indemnified and held harmless by the PLLC.
(ii) Any person who is or was a member or officer of the PLLC and
who is or may be a party to any criminal action because of his/her participat ion in or with the
PLLC, and who acted in good faith and had reasonable cause to believe that t he act or omission
was lawful, may be indemnified and held harmless by the PLLC.
(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 determi ned to
not be entitled to indemnification, that member or officer agrees to immedi ately repay to PLLC
all funds expended by the PLLC 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 PLLC to purchase and maintain
insurance for the PLLC, 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 omi ssion
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 PLLC shall cease upon
the occurrence of one or more of the following events:
(a) A Member provided notice of withdrawal to the PLLC 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, or is disqualified from the practice of _____________ in
North Dakota.
(d) 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.
(e) In the case of an estate that is a Member, the distribution by the fiduciary
of the estate's entire interest in the PLLC.(f) 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 rel ief
under any statute, law or regulation; (5) files an answer or other pleading admitting or fail ing to
contest the material allegations of a petition filed against him in any proce eding of the nature
described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trust ee,
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 PLLC.
(g) 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 a ction has not
been dismissed and/or has not been consented to by a majority of the members.
(h) 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 within ninety (90) days a fter
the expiration of any stay, the appointment is not vacated and/or has not been consente d to by a
majority of the members.
(i) 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 PLLC interest solely by virtue of his dissociation. A dissociated Member that
still owns an interest in the PLLC shall be entitled to continue to receive such profits and losses,
to receive such distribution or distributions, and to receive such allocations of income, gain, 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 PLLC INTEREST; SET PRICE FOR PLLC INTEREST
30. PLLC Interest. The PLLC interest is personal property. A Member has no
interest in property owned by the PLLC. 31. Encumbrance. A Member can encumber his PLLC interest by a security interest
or other form of collateral only with the consent of a majority of the other Members. Such
consent shall only be given if the proceeds of the encumbrance are contributed to the PLL C to
respond to a cash call of the PLLC.
32. Sale of Interest. A Member can sell his PLLC 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 PLLC of his desire to sell all or part of his/her interest and must first
offer the interest to the PLLC. The PLLC shall have the option to buy the offered i nterest at the
then existing Set Price as provided in this Agreement. The PLLC shall have thi rty (30) days
from the receipt of the assigning Member's notice to give the assigning Member written noti ce 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) da ys from
the date that the PLLC gives written notice of its intention to buy. The purcha se 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 applyi ng the
following interest factor to the principal amount: interest compounded quarterly at t he 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 PLLC does not buy the offered interest of the selling
Member, the other Members shall have the option to buy the offered interest at the Se t Price on a
pro rata basis based on the Members' percentage interests at that time. If Membe r does not
desire to buy up to his/her proportional part, the other Members can buy the remaining int erest
on the same pro rata basis. Members shall have fifteen (15) days from the date the PLL C gives
its written notice to the selling Member to give the selling Member notic e 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 intenti on to buy. The
purchase price from each purchasing Member shall be paid in cash at closing.
(c) To the extent the PLLC or the Members do not buy the offered interest, the
selling Member can then assign the interest to a non-member. The selling Member m ust close
on the assignment within ninety (90) days of the date that he gave notice to the PLL C. If he does
not close by that time, he must again give the notice and options to the PLLC and the PLLC
Members before he sells the interest.
(d) The selling Member must close on the assignment within ninety (90) days of
the date that he gave notice to the PLLC. If he does not close by that time, he must again give
the notice and options to the PLLC and the PLLC Members before he sells the interest.
(e) 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 Membe r.
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, de duction, credit
or similar items to which the selling member would be entitled, to the e xtent of the interest
assigned, and will be subject to calls for contributions under the terms of this Agreeme nt. The
purchaser, by purchasing the selling member’s interest, agrees to be subject to all t he terms of
this Agreement 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 made a part
of the PLLC records. The initial Set Price for each Member's interest is the am ount of the
Member's contribution(s) to the PLLC 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 PLLC (fair market value of the assets less outstanding indebtedness),
considering the most recent appraisal obtained by the PLLC for its assets, as may be adjusted by
the Members in their discretion. The initial Set Price shall be adjusted upon dem and by a
Member but not more than once a year unless all Members consent. This basis for determining
the Set Price shall remain in effect until changed by consent of a majority of the Members. The
Members will consider 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 PLLC 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 PLLC of his desire to sell all of
his PLLC interest. The date the PLLC received the notice as provided in ARTICL E VIII
triggering the options shall be deemed to be the date that the PLLC receives actual notice of the
dissociation event.
ARTICLE X
DISSOLUTION
35. Termination of PLLC. The PLLC 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 PLLC, the assets must be
distributed as follows: (a) to the PLLC creditors; (b) to Members in satisfaction of li abilities for
distributions; and (c) to Members first for the return of their contributions and secondly
respecting their PLLC 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 Inte rnal
Revenue Code § 704 and the regulations thereunder.
38. Partnership Election. The Members elect that the PLLC be taxed as a partne rship
and not as an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
39. Records and Inspection. The PLLC shall maintain at its place of business the
Articles of Organization, any amendments thereto, this Agreement, and all other PLLC records
required to be kept by the Act, and the same shall be subject to inspection and c opying at the
reasonable request, and the expense, of any Member.
40. Obtaining Additional Information. Subject to reasonable standards, each Member
may obtain from the PLLC from time to time upon reasonable demand for any purpose
reasonably related to the Member's interest as a Member in the PLLC: (1) informat ion regarding
the state of the business and financial condition of the PLLC; (2) promptly after be coming
available, a copy of the PLLC's federal, state, and local income tax returns for each year; and (3)
other information regarding the affairs of the PLLC 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 North Dakota.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 Agreem ent
are not performed in accordance with their specific terms and that monetary dama ges would not
provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other
remedy to which the nonbreaching Members may be entitled, at law or in equity, t he
nonbreaching Members shall be entitled to injunctive relief to prevent breaches of t his
Agreement and, specifically, to enforce the terms and provisions of this Agreement in any action
instituted in any court of the United States or any state thereof having subject mat ter jurisdiction
thereof.
46. Further Action. Each Member, upon the request of the PLLC, 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
PLLC 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 confirme d
received by the sending 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 Saturday,
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 NORTH DAKOTA
PROFESSIONAL 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
NORTH DAKOTA. EACH MEMBER AGREES TO BE BOUND BY ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND THE FORMATION CERTIFICATE OR ARTICLES.
Signatures of the Members:
________________________ ____________________ ______________________
Name Name 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: ____________________________________
Ownership Ledger
Name and Residence
Address of PLLC 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. ____ PROFESSIONAL LIMITED LIABILITY COMPANY- STATE OF NORTH DAKOTA Percentage: __
This Certificate, certifies that ___________________________, is a true and lawful
owner of ___ percent ownership of __________________________, a North Dakota
Professional Limited Liability Company. Such ownership interest is only t ransferable in
accordance with the Operating Agreement between the Members.
This certificate is issued by the Professional Limited Liability Company
by its duly authorized officers on this the ____ day of _________, 20___.
__________________ ___________________
