ARTICLES OF INCORPORATION OF
[ENTER NAME]
A WYOMING SINGLE MEMBER-MANAGED LIMITED LIABILITY COMPANY.
ARTICLE 1.
DEFINITIONS
Section 1.1. Name. The “Company” shall be called: [ENTER NAME], its successors and assigns.
Section 1.2. Member. The Member shall be Morris Brown, of address 1229 Mariposa, El Segundo, CA, 90245.
Section 1.3. Registered Agent. The name and location of the Company’s registered agent will be stated in the company’s formation documents.
ARTICLE 2.
PURPOSE, TERM, GOVERNING INSTRUMENTS, AND NONDISCRIMINATION POLICY
Section 2.1. Purpose. The specific purposes of the Company are to hold the controlling stock in other companies, and maintain oversight capacities.
Section 2.2. Term. The Company will continue perpetually unless: (a) The sole member resolves to dissolve; (b) Any event which causes the Company’s business to become unlawful; (c) The death, resignation, expulsion, bankruptcy, retirement of the sole member or the occurrence of any other event that terminates the continued membership of a member of the Company; or (d) Any other event causing dissolution of the Company under applicable state laws.
Section 2.3. Governing Instruments. The Company shall be governed by its Articles of Incorporation and its Bylaws.
Section 2.4. Nondiscrimination Policy. The Company will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.
ARTICLE 3.
MISSION
Section 3.1. [ENTER NAME] was founded on the mission of protecting the assets of its subsidiary’s businesses, including real estate and intellectual property (e.g., copyrights, trademarks, and patents).
ARTICLE 4.
LOCATION & ADDRESS
Section 5.1. The Company is Incorporated in [ENTER ADDRESS].
ARTICLE 5.
LIABILITY & CAPITAL CONTRIBUTIONS
Section 5.1. The Member shall not have personal liability for Company’s obligations.
Section 5.2. Initial Contributions. The member will initially contribute capital to the Company, as described in Exhibit 1 attached to this agreement. The agreed total value of such property and cash is ____________________________.
Section 5.3. Additional Contributions. The member will not be obligated to make any additional contribution to the Company’s capital.
ARTICLE 6.
MANAGEMENT
Section 6.1. Management. The Member shall have the control and management of the affairs and operations of the Company and shall exercise all the powers that may be exercised by the Company
Section 6.2. Nomination. Title to the Company’s assets must be held in the Company’s name or in the name of the nominee.
Section 6.3. Compensation. The member shall receive compensation, which shall be commensurate to the services performed by the member.
Section 6.4. Reimbursement. The member shall also be reimbursed for any out-of-pocket expenses incurred by the member in the management of the company.
Section 6.5. Admission of Additional Members. Additional members may only be admitted to the Company through a Certificate of New Membership issuance by the company of new interest in the Company or as otherwise provided in this agreement.
ARTICLE 7.
INTEGRITY
Section 7.1. The Company is bound by the values of fidelity, credibility, trust, fairness, and consistency.
ARTICLE 8.
ACCOUNTABILITY
Section 8.1. Results matter and that a focus on transparency and excellence yields improved outcomes and stewardship of resources. Accordingly, the member is obligated to be accountable in all decisions and actions made.
ARTICLE 9.
BANK ACCOUNTS, CHECKS, CONTRACTS, PROFITS AND LOSSES
Section 9.1. Bank Accounts, Checks and Notes. The member is authorized to select the banks or depositories it deems proper for the funds of the Company. The member shall be authorized from time to time on the Company’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidence of indebtedness.
Section 9.2. Contracts. The Member shall have the powers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such authority may be general or confined to specific instances. The member shall also have power to bind the Company by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.
Section 9.3. Investments. The funds of the Company may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Member may deem desirable.
Section 9.4. Book keeping. The member will maintain a complete and accurate accounting of the Company’s affairs at the Company’s principal place of business. The member may select the method of accounting and the company’s accounting period will be the calendar year.
Section 9.5. Reports. The member will close the books of account after the close of each calendar year and will prepare a statement of such member’s distributive share of income and expense for income tax reporting purposes.
Section 9.6. Profits/Losses. For financial accounting and tax purposes, the Company’s net profits or net losses will be determined on an annual basis. These profits and losses will be allocated to the member as set forth in this agreement below, as amended, and in accordance with Treasury Regulation 1.704-1.
Section 9.7. Distributions. The member will determine and distribute available funds annually or as they see fit. “Available funds” refers to the net cash of the Company available after expenses and liabilities are paid. Upon liquidation of the Company, distributions will be made in accordance with the positive capital account balances or pursuant to Treasury Regulation 1.704- l(b)(2)(ii)(b) (2). To the extent the member has a negative capital account balance, there will be a qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
ARTICLE 10.
INDEMNIFICATION
Section 10.1. Indemnity Under Law. The Company shall indemnify and advance the expenses of the member to the full extent permitted by law.
Section 10.2. Additional Indemnification. The Company hereby agrees to hold harmless and indemnify the member (the “Indemnitee”) from and against, and to reimburse the Indemnitee for, any and all judgments, fines, liabilities, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred, as a result of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one by or in the right of the Company to procure a judgment in its favor, including an action, suit or proceeding by or in the right of any other Company of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee served in any capacity, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, or as a result of or in connection with any appeal therein, by reason of the fact that the Indemnitee is a member of the Company, whether arising out of any breach of the Indemnitee’s fiduciary duty as a Director, Officer, employee or agent of such other Company, partnership, joint venture, trust, employee benefit plan or other enterprise under any state or federal law or otherwise; provided, however, that no indemnity pursuant to this Section shall be paid by the Company (i) if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial profit or other advantage to which the Indemnitee was not legally entitled; or (ii) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. The termination of any such civil or criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the Indemnitee acted in bad faith and/or was dishonest.
- The obligation of the Company to indemnify contained herein shall continue during the period the Indemnitee serves as a Director, Officer, employee or agent of the Company and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee was a Director or Officer of the Company or served in any capacity for any other Company, partnership, joint venture, trust, employee benefit plan or other enterprise.
- Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Company under this Section, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Section. With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Company of the commencement thereof:
- The Company will be entitled to participate therein at its own expense; and,
- Except as otherwise provided in the last sentence of this subpart ii, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereof, the Company will not be liable to the Indemnitee under this Section for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided in the last sentence of this subpart ii. The Indemnitee shall have the right to employ his or her own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (A) the employment of counsel by the Indemnitee has been authorized by the Company in connection with the defense of such action, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (C) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be borne by the Company (it being understood, however, that the Company shall not be liable for the expenses of more than one counsel for the Indemnitee in connection with any action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in clause (B) of the preceding sentence of this subpart ii.
- Anything in this Section to the contrary notwithstanding, the Company shall not be liable to indemnify the Indemnitee under this Section 2 for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor any such person will unreasonably withhold their consent to any proposed settlement.
- In the event of any threatened or pending action, suit or proceeding which may give rise to a right of indemnification from the Company to the Indemnitee pursuant to this Section, the Company shall pay, on demand, in advance of the final disposition thereof, expenses incurred by the Indemnitee in defending such action, suit or proceeding, other than those expenses for which the Indemnitee is not entitled to indemnification pursuant to clause (ii) of the proviso to part (a) of this Section or part (b) of this Section. The Company shall make such payments upon receipt of a written request made by the Indemnitee for payment of such expenses, (ii) an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company hereunder, and (iii) evidence satisfactory to the Company as to the amount of such expenses. The Indemnitee’s written certification together with a copy of the statement paid or to be paid by the Indemnitee shall constitute satisfactory evidence as to the amount of such expenses.
- The rights to indemnification and advancement of expenses granted to the Indemnitee under this Section shall not be deemed exclusive, or in limitation of any other rights to which the Indemnitee may now or hereafter be entitled under the Company’s Certificate of Incorporation or otherwise under the Company’s By-Laws, as now in effect or as hereafter amended, any applicable law, or otherwise.
Section 10.3. Limitation. No amendment, modification or rescission of this Article shall be effective to limit the member’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.
ARTICLE 11.
AMENDMENTS
Section 11.1. Amendments to these By-Laws shall be made at any time, in the member’s discretion.
ARTICLE 12.
DISSOLUTION
Section 12.1. The Company may be dissolved by the member at any time. The member may NOT dissolve the company for a loss of membership interests. Upon dissolution the company must pay its debts first before distributing cash, assets, and/or initial capital to the member or the member’s economic interests. The dissolution may only be ordered by the member, not by the owner of the member’s economic interests.
ARTICLE 13.
CONSTRUCTION
Section 13.1. In the case of any conflict between the Certificate of Incorporation of the Company and these By-Laws, these By-Laws shall control.
ARTICLE 14.
ASSIGNMENT
Section 14.1. The member may sell, assign, or otherwise dispose of all or any part of his interest in the Company
CERTIFICATION OF MEMBER
The undersigned hereby agree, acknowledge, and certify that the foregoing operating agreement is adopted and approved by the member as of this _____ day of ________, 2023.
___________________________________________
Name,
___________________________________________
Address
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