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I. This Member/Constituent wishes to be sole member/constituent for this limited liability company (LLC).
II. The terms and condition/circumstances of this agreement will govern the Member/Constituent entering into this Agreement/Accord and other valued cogitation, the receiver adequacy of which is acknowledged, the Member/Constituent agrees as follow:
1) Following this Agreement/Accord, the Member/Constituent structures a Limited Liability Company (the Company) is in an Agreement with the laws of the
- The rights and obligation of the Member/Constituent will be affirmed in the
- Revised Uniform Limited Liability Company. Act (the “Act”) excepted as otherwise provided in this Agreement/Accord.
3) At the presence, the Company only consists of one Member/Constituent, any references in this Agreement/Accord to two or more Members/Constituents and requires the majority consent or unanimous consent of Members/Constituents or requires a certain percentage of votes by Members/Constituents, should be explained as only requiring the consent or vote of the Sole Member/Constituent.
5) This Company would continue to exist, until terminated as provided solely in this Agreement/Accord or may dissolved under this condition that are provided in the Act.
6) The primary office where the Company will be located,
or a location that the Member/Constituent may designate.
7) The table below indicates Contribution Capital in place by the Members/Constituents. The Members/Constituents has agreed to pay the Contribution Capital in full according to the terms listed below.
PROFITS AND LOSSES
9) Whereas this company only consists of two or more Members/Constituents, absolutely no Members/Constituents will have priority or preference over any other Member/Constituent for the distribution of any Net Profits or Losses.
NATURE OF INTEREST
10) A Member’s/Constituent’s interest in the company will contemplate as personal property.
WITHDRAWAL OF COMPANY CONTRIBUTION
11) Whereas this company only consists of two or more Members/Constituents, absolutely no Member/Constituent will withdrawal no potion of their Capital Contribution without the complete accord consent of the other Members/Constituents.
LIABILITY FOR A MEMBER/CONSTITUENT CONTRIBUTION
12) Whereas a Member/Constituent, your obligation is required to make a Capital Contribution that can only be compromised or released, only with the consent of all remaining Members/Constituents that are provided in this agreement. Whereas if a Member/Constituent does not make his or her Capital Contribution when it is due, he or she is obligated, having the option of any remaining Members/Constituents to contribute an equal amount of cash to the agreed value of the Capital Contribution. This option is in addition to, and not in lieu of any other rights, including the right to specific performance that the company may have against the Member/Constituent.
ADDITIONAL/ADDED COMPANY CONTRIBUTION
13) Contributions may be revised based on economic change, according to financial needs of the company. Nevertheless, if an additional Capital has been determined to be required, and an individual Member/Constituent is unwilling or financially unable to meet contribution required within the reasonable period of time with the understanding that the existing company consists of two or more Members/Constituents that are remaining in the company, Members/Constituents may add to, and contribute their existing contribution to settle the financial amount in the default. “Adding additional information,” in this particular incident, the allocation of Net Profit or Losses and the issuing of assets on detachment or dissolution will be adjusted accordingly.
14) Any and all advances of money to the company by any Member/Constituent in the overabundance of the financial amounts, under the condition only, of this agreement or at a later date, agreed to, will be deemed a debt due from the company preferably then an increase in the Capital contribution of the Member/Constituent. Understanding that this Liability will be repaid with added interest including rates that will be determined by a majority of the Members/Constituents. Nevertheless, this Liability will not be entitled of lending Members/Constituents of any increased share of the Company’s Profits nor to a greater voting power. Reimbursement of this department will have priority over any and all other payments to Members/Constituents.
CAPITAL ACCOUNT AND CONTRIBUTION
15) An individual Capital Account, will be maintained for each Members/Constituents, based on their initial contribution that will be credited to this account (Capital Account). Any and all additional contribution given by any Member/Constituent will be credited to that Member’s/Constituent’s individuals “Capital Account.”
INTEREST ON BORROWED CAPITAL
16) Absolutely no borrowing charge or loan interest that will be physically due or payable to any Member/Constituent on their agreed Capital Contribution all-inclusive of any agreed additional Contribution.
MANAGEMENT’S VESTED INTEREST
17) Management of this particular Company is invested in its Members/Constituents.
WHO HAS THE AUTHORITY TO BIND COMPANY CONTRACTS?
18) Only the following individuals listed below has the authority to bind the Company into contracts.
19) Any and all Members/Constituents may invest in or engage in any business of any type, without limitation. A business that is similar to the business of this Company and not in direct competition with this Company, whether or not within the confirmed or contemplated market region of that Company. Nevertheless, neither that Company or any Member/Constituent will not have the right to that financial opportunity or income derived from that opportunity.
LOYALTY/DUTY TO DEVOTE TIME TO THIS COMPANY
20) Each Member/Constituent must show loyalty to devote time and attention to the business of this Company. As the of the majority of Members/Constituents, from time to time, a reasonable amount of time invested, that will be determined from the conduct of the Company’s business.
MEETINGS HELD MY MEMBERS
21) With the understanding that this Company consists of two or more Members/Constituents, a meeting may be called by any Member/Constituent providing that this Member/Constituent allowed reasonable time to notify other Members/Constituents of this Company.
22) However, regular meeting will be held by Members/Constituents at this Company as required.
23) Each Member/Constituent will be entitled to cast a vote on any and all matters based upon that Member/Constituent financial contribution placed in the Company’s assets.
ACCEPTANCE/ADMISSION OF NEW MEMBERS/CONSTITUENTS
24) At the presence, no new Members/Constituents are being admitted into the Company at this time.
OPTIONAL WITHDRAWAL OF A MEMBER/CONSTITUENT
25) As a Member/Constituent of this Company, you may not withdrawal without the unanimous consent of the remaining Members/Constituents. Any and all unauthorized withdrawal will be considered a wrongful separation and a breach of this accord. However, in any such wrongful accord, the Member/Constituent that withdrew will be liable to the remaining Member/Constituent for any and all damages that incurred by the remaining Member/Constituent including loss of future financial earnings.
26) As a Member/Constituent who volunteers withdrawal will have no effect upon the success and the continuance of this Company.
27) As a Member/Constituent, withdrawing from the Company, this Member/Constituent may exercise his/her right in separation of good faith without present or future harm, hurt, or distress done to the remaining Members/Constituents of this Company, due to separation of choice, in the event of a withdrawal.
WITHDRAWAL OF A MEMBER/CONSTITUENT INVOLUNTARY
28) An involuntary withdrawal of a Member/Constituent from this Company must include several isolated incidents, and unfortunate death of a Member/Constituent, a Members/Constituents disabilities that would prevent any reasonable participation in the Company, a Member/Constituent mental incapacity to perform, the incompetence of a Member/Constituent, a criminal conviction of a Member/Constituent, a breach of a curator duties by a Member/Constituent, legal judgment against a Member/Constituent that will damage the Company reputation, the proven accusation of a Member/Constituent towards another Member/Constituent not showing good judgment, that has engage in wrongful conduct that has or could affect the Company’s business, a Member/Constituent has willfully or continuously committed a breach of this agreement, added of a duty owed to the Company or Member/Constituent, and a Member/Constituent has conducted a wrongful business decision that reasonably makes it impossible to engaged in business participation with that Member/Constituent.
29) The involuntary withdrawal of a Member/Constituent will have no effect upon the continuous of the Company and Company business.
THE DISSOCIATION OF A MEMBER/CONSTITUENT
30) When a Company consists of two or more Members/Constituents in a situation where voluntary or involuntary withdrawal arise of a Member/Constituent, if the Members/Constituents that are remaining elect to purchase the interest of the withdrawing Member/Constituent, that remaining Member/Constituent must serve written notification of such election, also in addition to the purchase price, plus the method and schedule payment of the departure of that Member’s/Constituent’s interests upon the withdrawing Member/Constituent, trustee/administer or curator within a reasonable period after having the knowledge of the change in circumstances that will definitely affect the Member/Constituent.
31) According to this agreement, Distribution and Valuation will be determine as written and described in the Distribution and Valuation of interest session in this Agreement.
32) Under this agreement, all remaining Members/Constituents have the right to seek damages from a disaffiliated Member/Constituent where the disaffiliation Member’s/Constituent’s action resulted from a malicious or criminal act done and completed by the disaffiliated Members/Constituents or where the disaffiliated Member/Constituent have breached their curator duty to the Company or was in breached of this agreement, or act in a way that under reasonable circumstances could be foreseen in bringing harm, financial damages to the Company’s reputation and existence.
33) Under this agreement, a disaffiliated Member’s/Constituent’s obligation and liability will only exist of incidents of occurrence during that time that the Member/Constituent was associated with the Company. However, disaffiliation of a Member/Constituent, the Company will prepare to file, serve, and issue all notices that are required by law to protect the disaffiliated Member/Constituent from all liability of future Company obligations.
34) Under this contract, if any remaining Members/Constituents have secured by purchased any and all interest of a disaffiliated Member/Constituent, the purchase amount of that transaction will be paid in full in the absence of interest, within 60 days of the date of withdrawal. The Company will keep possession of any and all exclusive rights to use of trade names and firm names, and all related brands and models names that were arrived during the time associated with the Company.
MEMBER/CONSTITUENT RIGHTS OF FIRST PURCHASE
35) Under this agreement, during the Company’s existence, with an understanding that the Company consist of two or more Members/Constituents, in the event a Member/Constituent decision is to sell his/her interest in the Company for any reason, the remaining Members/Constituents will have the right of first purchase of that Member/Constituent interest.
INTEREST THAT IS ASSIGNED
36) Under this agreement, in the event, a Member/Constituent interest in the Company is reassigned or transferred as the results of legal formalities due to a court order under the law, a bankruptcy govern by a trustee or anyone acquiring that Member’s/Constituent’s interests in the Company, those individuals will only acquire that Member’s/Constituent’s profitable rights and interest, and will not under any circumstances acquire any other rights of that Member/Constituent, and will be acknowledge as a Member/Constituent within this Company, and will not have any rights, or be able to exercise any management decision or voting interests, that maybe obtainable.
VALUE OF INTEREST
37) Under this agreement, whereas this Company consist of two or more Members/Constituents, a Member’s/Constituent’s financial interest that is invested in the Company will be in portion of the amount of their capital contribution, inclusive of any additional submitted capital contribution.
38) Under this agreement, in the nonappearance of a written agreement setting the value, the value of this Company will be based on a fair market value of all Company’s asset, excluded liabilities. Those assets will be determined in accordance with general accounting principal of acceptance. The appraisal of this Company’s assets will be conducted by an independent accounting firm, chosen, and agreed upon by all Members/Constituents of the Company. An appraiser will be selected within a reasonable amount of time, based on the date of withdrawal or dissolution. The results of this appraisal will be irrevocable on all Members/Constituents.
39) Under this agreement, no allotment will be made for benevolence (Goodwill), trade name, patents or other assets accept where those assets have intertwined or reflected on the Company’s books prior to valuation.
40) Under this agreement, this Company made be terminated (dissolved) based on a unanimous vote of the Members/Constituents. The Company will also be terminated (dissolved), on the occurrence of events in the Act (based on this agreement).
41) Under this agreement, termination (dissolution), pertains to: Company liquidation of Company’s property, and after payment of all selling cost and expenses included, receiver will distribute the Company’s asset according to priority as listed below.
A) The liabilities to creditors and Company obligation to current Members/Constituents
B) In contentment of Company’s debt obligation to current Members/Constituents
42) Under this agreement, this Company will at all times maintain current and accurate records of the following information listed below
A) The Company will maintain current information financial status of the Company, and the financial condition of the Company.
B) The Company will maintain and keep upon availability its federal, state, and local income taxes for each year promptly upon a reasonable demand.
C) The Company will maintain a current manifest of each name, last known business residential/mailing address (current), of each Member/Constituent, as well as the date in becoming a Member/Constituent of this organization.
D) The Company will maintain and physically keep a copy of this accord and any article/certificate of current formation as well as all revisions, together with any executed copies of any and all written powers of an attorney to which this accord, articles/certificates of any revision have been implemented.
E) Implemented in this agreement, the property, cash, and services contributed/gave by each Member/Constituent along with an itemized description and value, of any and all contribution in a written agreement to be made and contributed/given in the future.
43) Implemented in this agreement, each Member/Constituent is within his/her right to demand, in a written admonishment, within a reasonable period of time, a physical copy of any of the above documentation for any purposes reasonably related to that Member’s/Constituent’s interest as a Member/Constituent of this Company at their expense.
COMPANY BOOKS OF ACCOUNTS
44) Under this agreement, there will be accurate and complete books of accounts of transactions of this Company that will be kept in legal accordance with generally accepted accounting principles, under the general guidelines of (GAAP), with the understanding within reason, books of Company accounts will be available for inspection and examination by any, and all Members/Constituents of this Company. According to this agreement, books and records of this Company will reflects and identify all Company transactions, under this agreement.
BANKING TRANSACTIONS AND COMPANY FUND
45) Under this agreement, Company funds will be placed in investments and bank accounts that are appointed by the Members/Constituents. Undertaking, the task of withdrawals of funds from Company accounts will be done by authorize agent or agents of this Company, that has been appointed and selected upon unanimous consent of the Members/Constituents of this Company. Company funds will be process and held under the Company name and will not be merge with any other funds, or outside individuals or entities under this agreement.
46) Under this agreement, any and all Members/Constituents have the legal right to request and audit of Company books. The financial cost of the audit will be absorbed by the Company. The audit will be conducted and performed upon all Members/Constituents acceptance of and accounting firm. Under this agreement, only one audit per physical year will be required.
TAX TREATMENT NON-ACKNOWLEDGEMENT
47) Under this agreement, this Company is intended to be recognized a disregarded (non-acknowledgement), for the purpose of Federal and State Income tax.
48) Under this agreement, when suitable after the close of each fiscal year, the Company will physically produce to each Member/Constituent a yearly detail report, a complete account of Company finance and condition of all information necessary regarding each Member’s/Constituent’s Income or other tax returns. The Company report will consist of a thorough breakdown of Federal Income tax return of that fiscal year.
49) Under this agreement, the Benevolence of this Company will be determined on its assessment, implementing general accepted accounting principles (GAAP), based on honesty and integrity.
GOVERNING LAW (ORDINANCE)
50) Under this accord, the Members/Constituents yield to the jurisdiction of the courts of the
to enforce this accord or may have and arbitration or decision rising from this accord.
51) Under this agreement, a Member/Constituent will be free of any, and all Liabilities to the Company based on unforeseen circumstances that has prevented a Member/Constituent from carrying out his or hers obligation under this agreement based on the event of a typhoon, earthquake, fire, floods, and any and all uncontrollable unforeseen circumstances (Force Majeure), in the event that the Member/Constituent has taken every effort to communicate, any and all circumstances of events to all Members/Constituents, whereas that Member/Constituent has taken the appropriate steps to satisfy his or her duties and obligations to the Company to diminish any and all effects of the circumstances.
FORBIDDEN ACTS OF THIS AGREEMENT
52) Under this agreement, no Member/Constituent may carry out or do any acts that breach this agreement.
53) Under this agreement, no Member/Constituent may authorize unintentionally or intentionally transfer of a right from one party to another, implied or apparent authority of a third party knowing and understanding that this Member/Constituent is not a Member/Constituent of this Company.
54) Under this agreement, and under no circumstances, no Member/Constituent may execute any act that will prevent or make it impossible to conduct the ordinary business of this Company.
55) Under this agreement, and under no circumstances, does any Member/Constituent have the right or authority to secure or obligate this Company to any extent of matters anywhere outside the limitation that are not intended for the purposes of this Company.
56) Under this agreement, no Member/Constituent will reveal or acknowledge any and all judgements against this Company.
57) Under this agreement, any and all violation mentioned above or govern to be consider and automatic removal and will be treated accordingly to the remaining Members/Constituents of this Company.
WITHIN THE COMPANY
58) Under this agreement, all Members/Constituents will be held from compensation (indemnification), from harm of lost by the Company, and against any all claims of any sorts, regardless of what could be arising out of a Member’s/Constituent’s participation in any and all Company affairs. Also, a Member/Constituent would not be sanction to be entitled to indemnification under this section for any liability that could possibly be arising out of gross negligence or deliberate wrongdoing of that Member/Constituent, or a breach by any Member/Constituent, based on the provisions of this agreement.
59) Under this agreement, a Member/Constituent and all employees of the Company will not be liable for any mistakes or errors, in judgement for any act or omission that is believed to be done in good faith within the scope of the authority given, conferred, or implied based on this agreement of the Company. However, Members/Constituents and employees will be liable for acts of omission that are done and carried out intentional.
LIABILITY INSRANCE PROTECTION
60) Under this agreement, this Company has the rights to acquire insurance on behalf of any Members/Constituents, employee, representative or any and all person(s), engaged in the Company’s business interest against any and all liabilities claimed against them or incurred by them while acting in good faith for individuals mention in this content on behalf on this Company.
COMPANY LIFE INSURANCE
61) Under this agreement, this Company has the right to purchase an acquire life insurance on all of its Members/Constituents whenever it is deemed necessary by the Company. All Members/Constituents must fully, corporate with the Company in obtaining life insurance for its Member/Constituent.
AMENDMENT OF THIS AGREEMENT BEING VALID
62) Under this agreement, under no circumstances, no amendment or modification of this agreement will be valid or effective, unless a written agreement, that is created and signed by all Members/Constituents.
SIGNED, SEALED, AND DELIVERED in the presence of: