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. Franklin Ohio Operating Agreement is a legal document that outlines the internal operations and structure of a limited liability company (LLC) based in Franklin, Ohio. This agreement is specifically designed for states that have adopted the Uniform Limited Liability Act (UCLA) and the Revised Uniform Limited Liability Act (SULLA). The UCLA and SULLA serve as a framework for the governing principles and regulations pertaining to LCS in these states. Key elements covered in the Franklin Ohio Operating Agreement include: 1. Formation and Organization: The agreement identifies the LLC's name, principal place of business, date of formation, and the names and addresses of the LLC members. It may also detail other information, such as the duration of the LLC and the purpose for which it was formed. 2. Capital Contributions: The agreement specifies the monetary or non-monetary contributions made by each member to the LLC's initial operating capital. It outlines the rights and obligations associated with these contributions, including the potential for capital calls in the future. 3. Management: The agreement addresses the management structure of the LLC, whether it is member-managed or manager-managed. For member-managed LCS, it discusses the decision-making authority and voting rights of each member. In manager-managed LCS, it outlines the appointment, powers, and responsibilities of one or more designated managers. 4. Profits, Losses, and Distributions: This section outlines how profits and losses will be allocated among the members, often based on their percentage of ownership. It also establishes the guidelines for distributing profits to the members, including any preferences or priorities. 5. Voting and Decision-Making: The agreement sets forth the rules for voting on significant matters that require member approval, such as amending the operating agreement, admitting new members, or dissolving the LLC. It may specify whether voting is conducted on a per capita basis or based on ownership percentages. 6. Transfer of Interests: If a member wishes to sell, assign, or transfer their interest in the LLC, this section outlines the procedures for doing so. It may include restrictions on transfers, rights of first refusal, or required consent from other members. 7. Dissolution and Termination: The agreement describes the circumstances under which the LLC may be dissolved or terminated, such as bankruptcy, unanimous member consent, or expiration of the LLC's stated duration. It details the necessary steps and procedures for winding up the LLC's affairs and distributing assets. Some variations or types of Franklin Ohio Operating Agreements that may exist for the states adopting UCLA and SULLA include: 1. Basic Operating Agreement: A standard agreement that covers the essential provisions required by the UCLA and SULLA, serving as a foundation for the LLC's operations. 2. Customized Operating Agreement: This allows LLC members to tailor the agreement to their specific needs and preferences, within the boundaries set by the UCLA and SULLA. 3. Single-Member Operating Agreement: Specifically tailored for LCS with only one member, this agreement addresses the unique circumstances and stipulations for single-member ownership. 4. Multi-Member Operating Agreement: This is designed for LCS with multiple members and includes provisions specific to the governance and decision-making processes for such entities. 5. Manager-Managed Operating Agreement: A specialized agreement that outlines the roles, powers, and responsibilities of designated managers who have been appointed to oversee the LLC's operations. In conclusion, the Franklin Ohio Operating Agreement for states adopting the UCLA and SULLA acts as a crucial legal document that establishes the rules and regulations for the operation and management of an LLC based in Franklin, Ohio. It encompasses various important aspects, such as formation, capital contributions, management structure, profit distribution, voting, transfer of interests, and dissolution. Different types of agreements, such as basic, customized, single-member, multi-member, and manager-managed, may cater to specific needs and circumstances within the framework of UCLA and SULLA.
Franklin Ohio Operating Agreement is a legal document that outlines the internal operations and structure of a limited liability company (LLC) based in Franklin, Ohio. This agreement is specifically designed for states that have adopted the Uniform Limited Liability Act (UCLA) and the Revised Uniform Limited Liability Act (SULLA). The UCLA and SULLA serve as a framework for the governing principles and regulations pertaining to LCS in these states. Key elements covered in the Franklin Ohio Operating Agreement include: 1. Formation and Organization: The agreement identifies the LLC's name, principal place of business, date of formation, and the names and addresses of the LLC members. It may also detail other information, such as the duration of the LLC and the purpose for which it was formed. 2. Capital Contributions: The agreement specifies the monetary or non-monetary contributions made by each member to the LLC's initial operating capital. It outlines the rights and obligations associated with these contributions, including the potential for capital calls in the future. 3. Management: The agreement addresses the management structure of the LLC, whether it is member-managed or manager-managed. For member-managed LCS, it discusses the decision-making authority and voting rights of each member. In manager-managed LCS, it outlines the appointment, powers, and responsibilities of one or more designated managers. 4. Profits, Losses, and Distributions: This section outlines how profits and losses will be allocated among the members, often based on their percentage of ownership. It also establishes the guidelines for distributing profits to the members, including any preferences or priorities. 5. Voting and Decision-Making: The agreement sets forth the rules for voting on significant matters that require member approval, such as amending the operating agreement, admitting new members, or dissolving the LLC. It may specify whether voting is conducted on a per capita basis or based on ownership percentages. 6. Transfer of Interests: If a member wishes to sell, assign, or transfer their interest in the LLC, this section outlines the procedures for doing so. It may include restrictions on transfers, rights of first refusal, or required consent from other members. 7. Dissolution and Termination: The agreement describes the circumstances under which the LLC may be dissolved or terminated, such as bankruptcy, unanimous member consent, or expiration of the LLC's stated duration. It details the necessary steps and procedures for winding up the LLC's affairs and distributing assets. Some variations or types of Franklin Ohio Operating Agreements that may exist for the states adopting UCLA and SULLA include: 1. Basic Operating Agreement: A standard agreement that covers the essential provisions required by the UCLA and SULLA, serving as a foundation for the LLC's operations. 2. Customized Operating Agreement: This allows LLC members to tailor the agreement to their specific needs and preferences, within the boundaries set by the UCLA and SULLA. 3. Single-Member Operating Agreement: Specifically tailored for LCS with only one member, this agreement addresses the unique circumstances and stipulations for single-member ownership. 4. Multi-Member Operating Agreement: This is designed for LCS with multiple members and includes provisions specific to the governance and decision-making processes for such entities. 5. Manager-Managed Operating Agreement: A specialized agreement that outlines the roles, powers, and responsibilities of designated managers who have been appointed to oversee the LLC's operations. In conclusion, the Franklin Ohio Operating Agreement for states adopting the UCLA and SULLA acts as a crucial legal document that establishes the rules and regulations for the operation and management of an LLC based in Franklin, Ohio. It encompasses various important aspects, such as formation, capital contributions, management structure, profit distribution, voting, transfer of interests, and dissolution. Different types of agreements, such as basic, customized, single-member, multi-member, and manager-managed, may cater to specific needs and circumstances within the framework of UCLA and SULLA.
