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LLC Taxed As C Corp Operating Agreement
"I need an LLC Taxed As C Corp Operating Agreement for a technology startup with three founding members, structured to allow for future venture capital investment and potential IPO by March 2025, with specific provisions for a formal board structure and preemptive rights for existing members."
1. Parties: Identifies all members of the LLC and their contact information
2. Background/Recitals: States the purpose of forming the LLC and election of C Corporation tax treatment
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of LLC formation, registered name, and registered office
5. Capital Contributions: Initial and additional capital contributions, capital accounts
6. Management Structure: Manager-managed or member-managed structure, voting rights
7. Tax Matters: C Corporation tax election and related provisions
8. Transfer Restrictions: Rules regarding transfer of membership interests
9. Dissolution and Liquidation: Process for winding up the LLC
1. Board of Directors: Corporate-style governance structure when adopting more formal corporate governance
2. Officer Positions: Corporate officer roles and responsibilities when implementing corporate management structure
3. Preemptive Rights: Rights of first refusal for new issuances when members want protection against dilution
4. Buy-Sell Provisions: Detailed procedures for buying/selling interests when members want specific exit mechanisms
1. Schedule A - Members and Capital Contributions: Detailed list of members and their initial contributions
2. Schedule B - Tax Elections: Specific tax elections and procedures
3. Schedule C - Board of Directors: Initial board members and terms (if applicable)
4. Appendix A - Defined Terms: Extended definitions of key terms
5. Appendix B - Corporate Governance Procedures: Detailed corporate-style procedures if adopted
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