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.
Fairfax Virginia Sample Limited Liability Company (LLC) Operating Agreement with Capital Contributions determines interest shares. This agreement outlines the terms and conditions governing the operation and management of an LLC in Fairfax, Virginia, with a particular focus on capital contributions and the allocation of interest shares among members. The following are key provisions typically included in such agreements: 1. Formation: This section sets forth the LLC's name, principal place of business, and the date of formation according to the requirements of the Virginia State Corporation Commission. 2. Purpose: The agreement specifies the LLC's business purpose or purposes, which may include any lawful activity permitted under Virginia law. 3. Members: This section identifies the initial members of the LLC, their respective ownership interests, and the capital contributions made by each member. It may also establish procedures for admitting additional members in the future. 4. Capital Contributions: This provision outlines the amount and form of monetary or non-monetary contributions that members are required to make to the LLC. It may include provisions regarding the timing of contributions, consequences of non-payment, and options for alternative contributions. 5. Interest Shares: The agreement determines how interest shares in the LLC will be allocated among members based on their capital contributions. This typically involves the establishment of a percentage or fractional ownership interest for each member. 6. Distributions and Allocations: This section details how profits, losses, and distributions will be allocated among members in proportion to their interest shares. It may include provisions related to tax allocations, special allocations, and the timing and manner of distributions. 7. Management: The operating agreement defines the management structure of the LLC, specifying whether it will be member-managed or manager-managed. For member-managed LCS, it may outline voting rights and decision-making procedures among members. In manager-managed LCS, it designates the manager(s) and their authority. 8. Meetings and Voting: This provision establishes guidelines for member meetings, including notice requirements, quorum thresholds, voting procedures, and record keeping obligations. 9. Transfer of Interest: The agreement typically sets forth procedures and restrictions governing the transfer of membership interests, including rights of first refusal, buy-sell provisions, and permitted transferees. It may impose restrictions on transfers to non-members to maintain the LLC's limited liability protection. 10. Dissolution: This section addresses the circumstances under which the LLC may be dissolved, such as by unanimous consent or certain triggering events. It also outlines the process for winding up the LLC's affairs and distributing assets to members upon dissolution. While each Fairfax Virginia Sample Limited Liability Company LLC Operating Agreement with Capital Contributions may vary in specific provisions, these are typical areas to address. It is essential to consult with a legal professional experienced in Virginia LLC law to tailor the agreement to the unique needs and requirements of the LLC and its members.Fairfax Virginia Sample Limited Liability Company (LLC) Operating Agreement with Capital Contributions determines interest shares. This agreement outlines the terms and conditions governing the operation and management of an LLC in Fairfax, Virginia, with a particular focus on capital contributions and the allocation of interest shares among members. The following are key provisions typically included in such agreements: 1. Formation: This section sets forth the LLC's name, principal place of business, and the date of formation according to the requirements of the Virginia State Corporation Commission. 2. Purpose: The agreement specifies the LLC's business purpose or purposes, which may include any lawful activity permitted under Virginia law. 3. Members: This section identifies the initial members of the LLC, their respective ownership interests, and the capital contributions made by each member. It may also establish procedures for admitting additional members in the future. 4. Capital Contributions: This provision outlines the amount and form of monetary or non-monetary contributions that members are required to make to the LLC. It may include provisions regarding the timing of contributions, consequences of non-payment, and options for alternative contributions. 5. Interest Shares: The agreement determines how interest shares in the LLC will be allocated among members based on their capital contributions. This typically involves the establishment of a percentage or fractional ownership interest for each member. 6. Distributions and Allocations: This section details how profits, losses, and distributions will be allocated among members in proportion to their interest shares. It may include provisions related to tax allocations, special allocations, and the timing and manner of distributions. 7. Management: The operating agreement defines the management structure of the LLC, specifying whether it will be member-managed or manager-managed. For member-managed LCS, it may outline voting rights and decision-making procedures among members. In manager-managed LCS, it designates the manager(s) and their authority. 8. Meetings and Voting: This provision establishes guidelines for member meetings, including notice requirements, quorum thresholds, voting procedures, and record keeping obligations. 9. Transfer of Interest: The agreement typically sets forth procedures and restrictions governing the transfer of membership interests, including rights of first refusal, buy-sell provisions, and permitted transferees. It may impose restrictions on transfers to non-members to maintain the LLC's limited liability protection. 10. Dissolution: This section addresses the circumstances under which the LLC may be dissolved, such as by unanimous consent or certain triggering events. It also outlines the process for winding up the LLC's affairs and distributing assets to members upon dissolution. While each Fairfax Virginia Sample Limited Liability Company LLC Operating Agreement with Capital Contributions may vary in specific provisions, these are typical areas to address. It is essential to consult with a legal professional experienced in Virginia LLC law to tailor the agreement to the unique needs and requirements of the LLC and its members.
