As I said in my recent article on CLLs, the internal governance of CTCs is largely determined by a contract between THE members of the LLC. This contract, called the operating contract, is at the heart of any LLC. I recommend that each multi-member LLC have a written business agreement. The essential elements of an LLC enterprise agreement include capital structure provisions (contributions, equity accounts, profit allocations, losses and distribution), management, coordination, limitation of liability and liability, books and registrations, where applicable, protection from dilution, transfer restrictions, liquidation and liquidation , confidentiality and restrictive agreements, as well as general provisions such as law and dispute resolution. Let`s check them out quickly. Equity structure (a) members` interests. A member`s interest is often expressed as a percentage of interest. It may vary if new members are added. It is also important to remember that the interest of membership consists of two elements: (i) an economic interest and (ii) a management interest. Often, the interest of membership is expressed in units to give the value of THE SHARES of LLC more appearance and sense of stock. Some LLCs even qualify their shares as shares and have a number of shares authorized and issued, just like in a company.
b) members` interest classes. Given the flexible capital structure of LCs, it is possible to create the equivalents of the equity structures of partnerships or capital companies. An LLC may have non-voting interests, common interests, preferential interests, convertible interest, profit shares, etc., .c) contributions and capital accounts. Each member has a capital account. Initial percentages are calculated based on the value of the initial contributions. A member`s capital contribution to the LLC may take the form of cash, property, services rendered, a debt or other obligation to settle cash or property, or to provide services or a combination of the above. When a member contributes to the property or something other than cash, the value of such a contribution is often negotiated. In addition, members of the enterprise agreement must specify whether there will be only initial capital contributions, whether members will be invited to make regular contributions, or whether there will be potential calls in the future. (d) the allocation of profits, losses and distributions. The enterprise agreement may change the standard rule of proportional distribution of profits, losses and distributions between members. The enterprise agreement can grant unique economic rights to each category of units and even change the allocation rules between members of the same class.