A Limited Liability Company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. There is no tax on the LLC entity itself. The members are not personally liable for the debts and obligations of the entity like partners would be. Basically, an LLC combines the tax advantages of a partnership with the limited liability feature of a corporation.
An LLC is formed by filing articles of organization with the secretary of state in the same type manner that articles of incorporation are filed. The articles must contain the name, purpose, duration, registered agent, and principle office of the LLC. The name of the LLC must contain the words Limited Liability Company or LLC. An LLC is a separate legal entity like a corporation.
Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement.
Queens New York Sample Limited Liability Company (LLC) Operating Agreement with Capital Contributions Determining Interest Shares Introduction: The Queens New York Sample Limited Liability Company (LLC) Operating Agreement with Capital Contributions Determining Interest Shares is a comprehensive legal document that outlines the rights, responsibilities, and structure of a limited liability company based in Queens, New York. This agreement is designed to establish the framework for conducting business, allocating interests, and governing the operation and management of the LLC. Key Components: 1. Formation and Name: This section details the process of establishing the LLC and specifies the official name to be used for business operations. 2. Purpose: This segment outlines the company's objectives, goals, and nature of operations. It clearly defines the type of business activities the LLC will engage in. 3. Members: This section identifies the individuals or entities involved in forming and becoming members of the LLC. It outlines their respective capital contributions, determining their ownership percentages or interest shares. 4. Capital Contributions: The agreement emphasizes the importance of capital contributions and delineates the terms and conditions for contributing capital to the LLC. It specifies the initial capital investments made by each member and any subsequent additional contributions. 5. Interest Shares: This clause determines how the ownership interests or shares of the LLC will be allocated among the members based on their capital contributions. It provides a formula or methodology for calculating each member's interest share and their voting and profit distribution rights. 6. Management: This section highlights how the LLC will be managed and governed. It defines the roles and responsibilities of members and managers (if applicable) in decision-making and day-to-day operations. 7. Meetings: The agreement stipulates provisions related to member meetings, including the notice, quorum, and voting requirements for decision-making. It may also outline procedures for holding virtual or telephonic meetings. 8. Profit and Loss Allocation: This segment details how the LLC's profits and losses will be allocated among the members according to their interest shares. It may provide for different distribution methods, such as special allocations or preferred returns, if agreed upon by the members. 9. Dissolution and Termination: This clause specifies the conditions under which the LLC may be dissolved or terminated, including voluntary dissolution, bankruptcy, or unanimous agreement. It further outlines the distribution of assets and liabilities among the members upon dissolution. 10. Amendment and Governing Law: The agreement includes provisions for amending or modifying the terms and conditions when required. It also states the governing law that will apply to interpreting and enforcing the agreement. Different Types of Queens New York Sample Limited Liability Company LLC Operating Agreements with Capital Contributions Determining Interest Shares may include variations based on the specific needs and preferences of the LLC and its members. For example, there might be separate agreements for single-member LCS, multi-member LCS with equal interest shares, or multi-member LCS with unequal interest shares. It's important to note that this sample operating agreement should be customized and reviewed by legal professionals to ensure compliance with relevant state and local laws and to reflect the specific details and requirements of the LLC.Queens New York Sample Limited Liability Company (LLC) Operating Agreement with Capital Contributions Determining Interest Shares Introduction: The Queens New York Sample Limited Liability Company (LLC) Operating Agreement with Capital Contributions Determining Interest Shares is a comprehensive legal document that outlines the rights, responsibilities, and structure of a limited liability company based in Queens, New York. This agreement is designed to establish the framework for conducting business, allocating interests, and governing the operation and management of the LLC. Key Components: 1. Formation and Name: This section details the process of establishing the LLC and specifies the official name to be used for business operations. 2. Purpose: This segment outlines the company's objectives, goals, and nature of operations. It clearly defines the type of business activities the LLC will engage in. 3. Members: This section identifies the individuals or entities involved in forming and becoming members of the LLC. It outlines their respective capital contributions, determining their ownership percentages or interest shares. 4. Capital Contributions: The agreement emphasizes the importance of capital contributions and delineates the terms and conditions for contributing capital to the LLC. It specifies the initial capital investments made by each member and any subsequent additional contributions. 5. Interest Shares: This clause determines how the ownership interests or shares of the LLC will be allocated among the members based on their capital contributions. It provides a formula or methodology for calculating each member's interest share and their voting and profit distribution rights. 6. Management: This section highlights how the LLC will be managed and governed. It defines the roles and responsibilities of members and managers (if applicable) in decision-making and day-to-day operations. 7. Meetings: The agreement stipulates provisions related to member meetings, including the notice, quorum, and voting requirements for decision-making. It may also outline procedures for holding virtual or telephonic meetings. 8. Profit and Loss Allocation: This segment details how the LLC's profits and losses will be allocated among the members according to their interest shares. It may provide for different distribution methods, such as special allocations or preferred returns, if agreed upon by the members. 9. Dissolution and Termination: This clause specifies the conditions under which the LLC may be dissolved or terminated, including voluntary dissolution, bankruptcy, or unanimous agreement. It further outlines the distribution of assets and liabilities among the members upon dissolution. 10. Amendment and Governing Law: The agreement includes provisions for amending or modifying the terms and conditions when required. It also states the governing law that will apply to interpreting and enforcing the agreement. Different Types of Queens New York Sample Limited Liability Company LLC Operating Agreements with Capital Contributions Determining Interest Shares may include variations based on the specific needs and preferences of the LLC and its members. For example, there might be separate agreements for single-member LCS, multi-member LCS with equal interest shares, or multi-member LCS with unequal interest shares. It's important to note that this sample operating agreement should be customized and reviewed by legal professionals to ensure compliance with relevant state and local laws and to reflect the specific details and requirements of the LLC.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.
