LIMITED LIABILITY PARTNERSHIP OPERATING AGREEMENT
FOR
Bueno
Burrito
A
Partner-Managed Limited Liability Partnership
ARTICLE I
Company Formation
FORMATION. The Partners (a)Ceric Laszcwski (b)Steve Mackie hereby form a Limited Liability Partnership (in the following called "Company" or "LLP") subject to the provisions of the Limited Liability Partnership Act as currently in effect as of this date. Articles of Organization shall be filed with the Secretary of State. The LLP is founded on the day the last Partner signed this document. All previous business arrangements prior to signing this contract can not be negated or discontinued unless it is harming the business and are agreed by all signers, if they are listed in Exhibit 3.
1.2 NAME. The name of the Company shall be: Bueno Burrito Mexican Restaurant “Bueno Burrito”
1.3 REGISTERED AGENT. The name and location of the registered agent of the Company shall be:
Bueno Burrito LLP
(to be determined)
Houghton or Hancock
1.4 TERM. The Company shall continue for a perpetual period unless,
(a) Partners unanimously vote for dissolution; or
(b) Any event which makes it unlawful for the business of the Company to be carried on by the Partners.
1.5 BUSINESS PURPOSE. The purpose of the Company is a food service and customer service establishment.
1.6 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the Company shall be:
Headquarters: (USA)Houghton, MI
1.7 THE PARTNERS. The name and place of residence of each Partner are contained in Exhibit 1 attached to this Agreement.
1.8 ADMISSION OF ADDITIONAL PartnerS. Except as otherwise expressly provided in the Agreement, no additional Partners may be admitted to the Company through issuance by the company of a new interest in the Company, without the prior unanimous written consent of both parties.
1.9 Fiscal year shall mean a normal calendar year.
ARTICLE II
Capital Contributions
2.1 INITIAL CONTRIBUTIONS. The Partners initially shall contribute to the Company capital as described in Exhibit 2 attached to this Agreement. Contributions listed in Exhibit 2.
ARTICLE III
Profits, Losses and Distributions
3.1 PROFITS/LOSSES. For financial accounting and tax purposes the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Partners in proportion to each Partner's relative capital interest in the Company as set forth in Exhibit 2 as amended from time to time in accordance with Treasury Regulation 1.704-1.
3.2 DISTRIBUTIONS. Monetary distributions will be in the height of each Partners ownership of the company beginning as said in the certificate of formation of profits of available funds amongst the Partners, as referred to herein, shall mean either the decided distribution of profits by an unanimous consent decision based on the company's financials, or - when there is no consent within 3 months after the end of the fiscal year - the net cash of the Company available after appropriate provision for expenses, liabilities, and a reserve of minimum 10% of the profits for further investitures and liquidity. Distributions in liquidation of the Company or in liquidation of a Partner's interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a Partner shall have a negative capital account balance, there shall be a qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
If a distribution is not or not completely made to a Partner the other Partners are also liable as joint debtors up to the amount they received from that distribution.
ARTICLE IV
Management
4.1 MANAGEMENT OF THE BUSINESS. The management of the business is invested in the Partners. The Chief Officer is the Partner with the most responsibility and head of operations of the business.
4.2 PARTNERS. The liability of the Partners shall be limited as provided pursuant to applicable law. Partners may take part in the control, management, direction, or operation of the Company's affairs and shall have powers to bind the Company. Any legally binding agreement must be signed by all Partners or present approval of all other Partners for one specific Partner to sign the binding agreement.
(a) Any decision that involves a sale of the business, a loan, or an agreement, a contract, a fee, a honorarium, a royalty or any actions that reduce the capital, or asset, or estate, or revenue or chances of revenue must have the unanimous consent of all Partner(s).
(b) All day to day decisions and management of the LLP is made by one or both parties providing guidelines have been met. Decisions regarding finances, employees, and company welfare may be made by any Partner in compliance with the duties of their department.
Partners
can make temporary executive decisions and pertaining to their
department, if another Partner fall(s) under (aa)hospitalization,
(bb)leave of absent with out notification,
Partners can make
emergency executive decisions should another Partner be found in
violation: (aa)improper use of company property, (bb)situations which
render the Partners incapable of making sound judgments,
(cc)unauthorized use of company funds ( 4.2 (a) ) or
(dd)undocumented expenses.
No Partner shall have the power to remove a Partner from (aa)Appointed Office (bb)board or committee (cc)or any executive decisions without the unanimous consent of one other Partner of the board. No Partner shall make a motion of removal unless (i)a urgent suspicion of a criminal act concerning the LLPor contract-partners is documented, (ii)counter productive activities are proven, (iii)proof of violation of contract. (this section is in case we decide to offer a major investor a partnership in exchange for serious backing)
(c)If a Partner disagrees with a decision or proposed decision, a Partner may deny that action or make a motion to disqualify decision.
(d)Partners of the LLP agree that should the motion for removal of an individual from position be put for vote, the act does not indemnify ownership of the company, merely deters the right to make executive decisions. Notification of the motion must be given immediately upon filing.
4.3
POWERS OF OWNERS.
Individuals in this partnership are not authorized with out a
co-signing of partner,
on the Company's behalf to make any decisions in accordance with
ARTICLE 4.2 as to
(a) the sale,
development lease or other disposition of the main
Company's assets (main Company's assets means assets with a value
over $1000);
(b)
the purchase or other acquisition of the Company's assets of all
kinds;
(c) the management of all or any part of the Company's
assets;
(d) the borrowing of money and the granting of
security interests in the Company's assets;
(e) the
per-payment, refinancing or extension of any loan affecting the
Company's assets;
(f ) the compromise or release of any of the
Company's claims or debts; and,
(g) the employment of
persons, firms or corporations for the operation and management of
the company's business.
(h) other actions that endanger the liquid assets of the company.
4.4 DUTIES OF PARTNERS. Each Partner must have a duty and has to work with an average of 25 hours per week for the company. Work for the company of Partners is payed equally and based on work time.
(a) If a Partner fails to do the assigned duties for a period of 120 consecutive days, excluding medical, or family emergencies. Senior Partners may make a motion to remove said party from duties, To be delegated to a chosen fellow Partner upon passing vote. The start date of failure must be documented. Assigned duties are usually not considered as failed if they exceed 30 work hours per week. The amount of hours may be lowered for certain Partners and a certain time if there is a consent of all Partners and if that consent is documented. Partners may redirect their duties to third persons if they sign the non disclosure agreement(s). Any Partner may reject this third person if there is a reason and there is another person available to do the reassigned duties of that Partner.
(c) If a Partner disputes the completion of another Partners duty and is attempting to take over the Partners interest, it must do so in writing and certified delivery to the Partners residential address listed in exhibit 1. If certified delivery is not available, hand delivery with signed proof of receiving, is acceptable by a third party.
(d) Upon receipt of complaint, the Partner in question of fulfilling said duties must remedy and fulfill the duties in dispute within ninety (90) days.
(e) If Partners become in dispute of what the Partners duties are; if they are being fulfilled; and have gone through the dispute process outlined in section (a) through (d) of this article, the Partners agree to enter into binding mediation or arbitration to decide if the Partner’s duties are being performed in compliance with the outlined agreed duties of attachment 1. If there is failure to reach an agreement through arbitration or mediation of performed duties of Partners, the Partners in dispute agree to file a complaint in the appropriate Court to procure a decision by the appropriate Court as to the fulfillment of Partners’ duties. Upon decision of the Court that a Partner has or is failing to meet the duties it has been prescribed to fulfill, the Partner will lose and assign his/her Partnership interest to the a Partner of his/her choosing of another qualified Partner(s) still remaining. The assignment of the non-compliant Partner’s Partnership interest will establish a debt owed by the LLP in accordance with ARTICLE 7.
(f) A value of the non-compliant Partner’s interest being transferred and assigned to another Partner of non-compliant Partner's choice, must be made before the transfer can be completed. During the course of the transfer, the non-compliant Partner will maintain complete powers of Partnership in the LLC.
4.5 DISPUTES OF PARTNERS. Disputes among Owners must be decided and solved in consent. Every Partner has to work in compliance with the duties assigned to their agreed capacities.
4.6 NOMINEE.
Title to the Company's assets shall be held under both owners and
held under (Agreed on CPA) to keep the records straight.
4.7 COMPANY INFORMATION. Upon request, willful submission of information regarding the Company or its activities. Each Partner or his authorized representative shall have access to and may inspect all books, records and materials in the (CPA's) possession . With the agreement information may not leave the premises unless it is used by proper designated handlers.
4.8 EXCULPATION. Any act or omission of the Partners, the effect of which may cause or result in loss or damage to the Company or the Partners if done in good faith to promote the best interests of the Company, shall not subject the Partners to any liability to the Partners.
4.9 INDEMNIFICATION. The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Partner of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Partners determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere/no contest" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.
4.10 RECORDS. The Partners shall cause the Company to keep at its principal place of business or other agreed location the following:
(a) A current list in alphabetical order of the full name and the last known street address of each Partner;
(b) A copy of the Certificate of Formation and the Company Operating Agreement and all amendments;
(c) Copies of the Company's federal, state and local income tax returns and reports, if any, for the three most recent years;
(d) Copies of any financial statements of the limited liability company for the three most recent years.
ARTICLE V
Compensation
5.1 Partner MANAGEMENT FEE. Any Partner rendering services to the Company shall be entitled to compensation commensurate with the value of such services if Partners unanimously agree.
5.2 REIMBURSEMENT. The Company shall reimburse the Partners for all direct out-of-pocket expenses incurred by them in managing the Company if a majority of Partners agree.
ARTICLE VI
Bookkeeping
6.1 BOOKS. The Partners shall maintain complete and accurate books of account of the Company's affairs at the Company's principal place of business or other agreed location. Such books shall be kept on such method of accounting as the Partners shall select. The company's accounting period shall be the calendar year.
6.2 Partner'S ACCOUNTS. The Partners shall maintain joint capital and distribution of profits to personal accounts for each Partner. The capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and shall consist of the Partner's initial capital contribution increased by:
(a) Any additional capital contribution made by that Partner;
(b) Credit balances transferred from that Partner's distribution account to that Partner's capital account; and decreased by:
(c) Distributions to that Partner in reduction of Company capital;
(d) The Partner's personal guarantee for the company obligations towards each Partner.
6.3 REPORTS. The Partners shall close the books of account after the close of each calendar year, and shall prepare and send to each Partner a statement of such Partner's distributive share of income and expense for income tax reporting purposes. Every Partner has full access to see every financial data, bank-account, contract and any other comparable data of the company. Access to bank accounts and financial institutions can be accompanied by a secondary party, unless accessing through the internet for viewing purposes only.
ARTICLE VII
Transfers
7.1 ASSIGNMENT. If at any time a Partner proposes to sell, assign or otherwise dispose of all or any part of its interest in the Company, Partner shall comply with the following procedures:
(a) First make a written letter, informing the other Partners at what price the exiting Partner wants to sell his/her shares in combination with an offer to the other Partner(s) to use their right of preemption at a price determined in writing, limited by price the external party would pay. Should the other Partners decline or fail to elect such interest with in sixty (60) days, the exiting Partner may sell his/her shares to a designated party. During this sixty (60) days or until the other Partner decline their preemption right the exiting Partner may not make the intention to sell the shares publicly known. If the exiting Partner makes the intention to sell publicly known he/she is liable for any disadvantages of for the value or income of the company caused by it. Furthermore, if with in ninety (90) days the exiting Partners shares are not sold off, the remainder of the shares shall be dissolved into the escrow account of the Title holder.
(c) If a Partner has a potential buyer of his/her Partners interest, the other current Partner(s) have first right of refusal to purchase the exiting Partners interest for the agreed purchase price. If there are more than one current remaining Partner(s), remaining Partners may combine funds to purchase the exiting Partners interest. The exiting Partner must show that potential purchaser has full certified funds, or the ability to get full certified funds before the first right of refusal period starts. Current Partners have 60 days to buy exiting Partners interest if they so desire.
(d) Pursuant to the applicable law, current Partners may unanimously approve the sale of exiting Partners’ interests to grant full Partnership benefits and functionality to the new Partner. The current remaining Partners must unanimously approve the sale, or the purchaser or assignee will have no right to participate in the management of the business, affairs of the Company, or Partner voting rights. The purchaser or assignee shall only be entitled to receive the share of the profits or other compensation by way of income and the return of contributions to which that Partner would otherwise be entitled.
7.2 VALUATION OF EXITING PARTNERS INTEREST. If a Partner wants to exit the LLP,and does not have a buyer of its Partnership interest, exiting Partner will assign its interest to current Partners according to the following set forth procedures:
(a) A value must be placed upon this Partnership interest before assigned.
(b) If exiting Partner and current Partners do not agree on the value of this Partnership interest, exiting Partner must pay for a certified appraiser to appraise the LLP company value, and the exiting Partners’ value will be assigned a value according to the exiting Partners’ interest percentage.
(c) The current senior Partners must approve the certified appraiser used by exiting Partner. Current senior Partners have 30 days to approve the exiting Partners certified appraiser. If current senior Partners disapprove the certified appraiser, they must show evidence to support their disapproval of the certified appraiser as a vendor qualified to make the LLP business appraisal. Current Partners may not stall the process by disapproving all certified appraisers.
(d) Upon completion of a certified appraiser placing a value on the LLP,a value will be placed on exiting Partners’ interest according to exiting Partners’ percentage of Partnership interest.
(e) If current Partners disagree with the value placed on exiting Partners’ interest, current Partners must pay for a certified appraiser to value the LLPand exiting Partners’ interest according to the same terms.
(f) Current Partners’ appraiser must be completed within 60 days or right of current Partners to dispute the value of exiting Partners interest expires.
(g) Upon completion of current Partners certified appraiser, the exiting Partner must approve the value placed on exiting Partners’ interest. The exiting Partner has 30 days to approve this value or the exit from the LLP is considered as canceled.
7.3 DISTRIBUTION OF EXITING PARTNERS INTEREST. Upon determination of exiting Partners’ interest value, the value will be a debt of the LLC. The exiting Partner will only be able to demand payment of this debt at dissolution of the LLP or the following method:
(a) The LLP will make timely payments. The LLP will only be required to make payments towards exiting Partners’ debt if the LLP is profitable and passed income to current Partners.
(c) Debt payment must be at least 10% of the overall value of the passed income or wages to current Partners. The LLP must make payment to exiting Partner within 60 days of the end of the taxable year for the LLC. Payment schedule will continue until exiting Partners debt is paid by LLC.
(f) If the LLP dissolves, exiting Partner will be a regular debtor and payment will follow normal LLP dissolution payment statutes.
(g) Exiting Partners’ value of Partnership interest it assigned current Partners may NOT accrue interest.
(h) LLP can pay off amount owed to exiting Partner at any time if it so desires.
CERTIFICATE OF FORMATION
This Company Operating Agreement is entered into and shall become effective as of the Effective Date by and among the Company and the persons executing this Agreement as Partners. It is the Partners express intention to create a limited liability company in accordance with applicable law, as currently written or subsequently amended or redrafted.
The
undersigned hereby agree, acknowledge, and certify that the foregoing
operating agreement is adopted and approved by each Partner, the
agreement consisting of
Partners:
________________________________ Printed Name ________________________
SIGNED AND AGREED this _____ day of ________________, 2016.
Regular Partners:
_________________________________ Printed Name ________________________
SIGNED AND AGREED this _____ day of ________________, 2016.
EXHIBIT 2
CAPITAL CONTRIBUTIONS
Pursuant to ARTICLE 2, the Partners' initial contribution to the Company capital is stated to be $00.-- USD. The description and each individual portion of this initial contribution are as follows:
__________________________________________________________ $ 00.-- USD
__________________________________________________________ $ 00.-- USD
________________________________ Printed Name ________________________
SIGNED AND AGREED this _____ day of ________________, 2016.
________________________________ Printed
Name ________________________
SIGNED AND AGREED this _____ day of ________________, 2016.