I own and operate a disregarded entity LLC. My business is
I own and operate a disregarded entity LLC. My business is computer repair. I would like to know what an operating agreement essentially does for my business and what main topics an operating agreement should outline. I have been operating my business for 6 months and I have not drafted an operating agreement. Is it required? and how do I go about creating this document?
My sister owns a company (LLC). In the operating agreement,
My sister owns a company (LLC). In the operating agreement, she is the only voting partner and 90% owner.Now, my sister and her partner decided to form a new corporation to replace the LLC. Her partner filed all of the paperwork and put everything in her name (supposedly a mistake). The agreed to form a stock purchase agreement where my sister will purchase 90% of the stock of the new corporation.The question is: with a corp, there is no operating agreement. How can the stock purchase agreement be structured in a way where my sister remains as the only voting stock holder and where no one can make any decision but her? As the majority owner, she has a lot to lose (her partner agrees) and needs to ensure that she is the only decision maker.Also, for the purchase price, my sister is not paying any money, instead she is moving her assets from the LLC to the corp. can those assets be valued and mentioned in the agreement?Thanks.
I have a case where a parent company holds three LLCs under
Hi,I have a case where a parent company holds three LLCs under its roof. Each LLC has a separate FEIN number and the responsible party for each LLC is the corporate parent company. Moreover, each LLC is fully owed by the parent corporation and the operating agreement also mentions that the income and expenses flow to the parent company.My question: When we file the parent corporation tax return, should we file a consolidate tax return that includes the parent corporation and the three LLCs on it?Or,Do we file spate tax returns for the parent corporation and the LLCs? (all together one 1120 and three 1065). Or, there is no need to file 1065 since each LLC is a single member LLC owed by the corporation?Could you please clarify.Thanks!
I have an operating agreement with 2 other partners, I have
I have an operating agreement with 2 other partners, I have 45%, another partner has 45% and the other 10%The one that has 10% is not even on the LLC, but has claimed that he and the other partner transferred their shares to another LLC that he is the sole owner and now that LLC owns 55% of the operating agreement.This was never shared, filed or ever told me except the other partner 2 years ago text me after 5pm saying the 10% owner was forcing her to sign a document, but told her it would have no effect on me.Is this legal and now they are basically shutting me down after I have been the operator of this business for 6 years.
Where can I get samples or a checklist on how to write the
Where can I get samples or a checklist on how to write the Operating Agreement and Articles of Incorporation for an LLC so as to separate the assets and ownership. One partner is going through Federal and State tax issues and the goal is ensure that no one else in the LLC can be negatively impacted.
I am purchasing a business from my sister. She is a 90%
I am purchasing a business from my sister. She is a 90% interest owner. My brother is a 10% interest owner. The company is an LLC. All is going good with the exception that my brother, who is a 10% owner, is not willing to sign an operating agreement so that we may work under clear rules. I, on the other hand, do not want to enter into a business without a signed operating agreement.My sister is the managing partner and the majority interest holder. Given that I'm purchasing her shares and will become the majority owner, can I assign myself as the managing member (in her place) and introduce an operating agreement although he is not willing to sign? Or, can the existing operating between them be transferred to me without his signature?If not, can she sell me his 10% interest in the LLC without his signature? The original operating agreement that is signed by both gives her full authority to sell all assets or the entire company.I do not want to create a headache for myself. If he's not willing to sign neither, what options do I have?Thanks.
A few years ago, my brother purchased a business. A year
Hello,A few years ago, my brother purchased a business. A year ago, he realized he was unable to properly run the business and as a result, he sold it to my sister for a price of simply assuming payment for a note that he owes. He sold her 90% interest in an LLC (she became the managing partner). They signed an assumption agreement, operating agreement and asset purchase agreement.My sister is now pregnant and is unable to run the business. I decided to take it over for the same deal (assuming liability for the note that my brother owes) as well as payment for expenses she incurred, which were around $10k.In all honesty, I trust my sister, but not my brother very much. My sister and I plan on signing an asset purchase agreement and bill of sale and simply notarizing it (which is what she did with my brother). There are no limitations as to who she can and cannot sell to. Is there anything else I can do to protect my interests? Can my brother later come and claim that he sold my sister and she assumed the note and as a result, I am not entitled to ownership even though the transaction occurred?Moreover, if she is selling, do my brother and I have to sign a new operating agreement or is that not necessary? Remember, he owns 10%. Although she has the right to sell the entire business, we are doubtful that he will sign or will be willing to sell his 10%. We're expecting a little noise and are trying to make this an easy transaction without all of the hassle.Thanks.
I have a CA LLC and I've received 409A valuations in the
Hello,I have a CA LLC and I've received 409A valuations in the past. Now, we have an ex-employee who currently has some "shares" in our company (not public, not options, etc., just some interest in the company) and she is asking to examine our 409A valuation as her "corporate right" under CA Corp Code.I am aware of CA Corp Code for LLCs and how certain books, financial records, and "internal documents" are to be available for examination. But, is a full 409A also included in this requirement? If it is, can you please provide me with a case or statute in CA that explicitly shows this? I will tip for your time.