The principal office and place of business of the Company is located at Southpoint Blvd. The registered agent for service of process is National Registered Agents, Inc. In addition to its registered office in California, the Company may have other offices and places of business at such places, both within and without the State of California, as the Board of Managers may from time to time determine. The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the California Act.
Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of California. The Company shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company, as the Board of Managers deems necessary or advisable.
The Units may be certificated or uncertificated and shall be registered on the books of the Company with the name and address of the Member, the number of Units and the date of issue. Any certificates representing Units shall be in such form as the Board of Managers, the Chief Executive Officer, or Secretary may from time to time prescribe. The Units shall be transferred on the books of the Company upon the request of the Member, and in the case of certificated Units, upon surrender for cancellation of certificates for the same number of Units, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Company or its agents may reasonably require.
All or any of the signatures on any such certificates may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer at the date of issue. When authorizing issuance of a new certificate, the Board of Managers or any such officer may, as a condition precedent to the issuance, require the Member to indemnify the Company or to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the Unit certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new Unit certificate.
Limited liability company - Wikipedia
If the California Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended California Act. The Member shall be entitled to rely on information, opinions, reports. The Member is not an agent of the Company solely by virtue of being a member, and the Member has no authority to act for the Company solely by virtue of being a member. The Board of Managers may designate the place, date and time of meeting, including meetings to be held solely by remote communication.
If no designation of place is made by the Board of Managers, the place of meeting shall be the principal office of the Company. Such proxy must be filed with the Company at or before the time of the meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent shall be effective when the Member has signed the consent, unless the consent specifies a different effective date.
Multi-Member LLC Operating Agreement for California
The Member or any other person may lend money to the Company as approved by the Board of Managers. The amount of any such loan shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member. Any repayment relating to a loan will not create a deemed equity interest in the Company. The number of managers shall be fixed from time to time by the Member or by the Board of Managers pursuant to a resolution adopted by a majority of the Whole Board.
The managers shall be elected annually by the Member, and each manager elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. The Board of Managers may, by resolution, provide the date and time for the holding of regular meetings of the Board of Managers.
The person or persons calling a meeting of the Board of Managers may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Managers may adopt, as permitted by applicable law.
The Board of Managers may take action without the necessity of a meeting by the unanimous consent of managers. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Managers.
SunDoc Filings' LLC Operating Agreement Sections
Action taken by written consent or electronic transmission shall be effective when all of the managers have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date. Notice of any special meeting of the Board of Managers shall be given to each manager in writing or by facsimile transmission, telephone communication or electronic transmission.
If mailed, such notice shall be effective if deposited in the U. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice of such meeting. A meeting of the Board of Managers may be held at any time without notice if all of the managers are present except as otherwise provided by law or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Managers for inclusion in its records.
Managers may participate in any meeting of the Board of Managers by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. A majority of the Board of Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers.
In the absence of a quorum, a majority of the managers present may adjourn the meeting from time to time. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Except as otherwise required by law, any vacancies resulting from any increase in the authorized number of managers or any vacancies in the Board of Managers resulting from death, resignation or removal of a manager may be filled by a majority vote of the Board of Managers, and any manager so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.
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No decrease in the authorized number of managers shall shorten the term of any incumbent manager. The Board of Managers may designate one or more managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in place of any such absent or disqualified member.
Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board of Managers establishing such committee, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company; provided, however , that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to this Agreement.
Except as otherwise required by law, any manager, or the entire Board of Managers, may be removed from office at any time, with or without cause, by the Member. Any manager may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.
California LLC Operating Agreement
Managers may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board of Managers or a committee thereof. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the managers. The managers will not incur any liability to the Company or to the Member as a result of engaging in any other business or venture.
The managers shall not take or recommend any action that violates any law or regulation. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:. Item 4: [Service of Process]: Item 4a: List the name of the agent for service of process. The agent for service of process must be: 1 a person who resides in California or 2 an active corporation in California that has filed a certificate pursuant to Section Item 4b: If the agent for service of process listed in Item 4a is a person not a corporation , list the agent's business or residential street address in California.
Do not complete Item 4b if the agent for service of process is a corporation as the corporate agent's address for service of process is already on file. An "agent for service of process" is an individual manager, member or any other person, whether or not affiliated with the limited liability company who resides in California or a corporation designated to accept service of process if the limited liability company is sued. Note: A limited liability company cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the limited liability company prior to designation.
Item 5: [Management]: Check the applicable box to indicate if the limited liability company will be managed by "one manager," "more than one manager" or "all limited liability company member s.
Form LLC-1 must be signed by each organizer. All attachments are made part of Form LLC Note: The person signing Form LLC-1 need not be a member or manager of the limited liability company. Professional Services A California limited liability company may not provide "professional services" in California.
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Statement of Information Form LLC Form LLC must be filed with the California Secretary of State within the first 90 days of filing the Articles of Organization, after which a Statement of Information is due every two years every odd year or every even year based on year of initial registration.
Additional Requirement A Certificate of Good Standing, issued within the last six months by the agency in the state, country or other place where the foreign limited liability company was formed originally, must be attached to Form LLC-5 at the time of filing. Complete Form LLC-5 as follows: Item 1a: [LLC Name]: List the name of the limited liability company you use now in the state, country or other place where the limited liability company was formed. The name must match the name listed in the Certificate of Good Standing. Sections Item 2: [LLC History]: The information listed in Items 2a and 2b must match the information listed in the Certificate of Good Standing: Item 2a: List the date the foreign limited liability company was formed originally.