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SBA 8a Compliant Operating Agreement |
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Did you know that as a Limited Liability Company your Operating Agreement must contain specific language in order for your firm to become 8(a) Certified?
 $99.95
- Overview
- The SBA 8(a) Application requires all Limited Liability Company's to provide a copy of their Operating Agreement. Don't have them? Purchase our SBA 8(a) Compliant Operating Agreement.
Even if you do have a Operating Agreement, it most likely does not contain the proper language required to get your firm successfully 8(a) certified. The reason being is that there is no Operating Agreement that you can purchase, other than ours, that will meet all of the requirements needed. - Features
- The SBA shall examine your LLC's operating agreement, looking for the following matches or discrepancies between what is contained therein and data that you provide within your 8(a) Application.
I Preliminary Provisions
- Effective Date - Is the operating agreement currently effective?
- Formation - Were the Articles of Organization filed and in what state?
- Name - Is the name of the LLC as contained herein the same as recorded in the 8(a) Application?
- Registered Agent
- Business Purpose - Does this resemble the primary business activity described in the 8(a) Application
- Duration of LLC
II Membership Provisions
- Non-liability of Member
- Reimbursement for Organizational Costs - Are the costs reimbursable to members in accordance with expenses paid and not on a privileged basis?
- Management - Is the management of the LLC exclusively by all of its members? Has a Managing Member been designated? Is it clearly defined that the Managing Member shall be one of the disadvantaged applicants?
- Members' Percentage Interests; Is each member's percentage interest computed in the same manner for every member?
- Membership Voting - Is membership voting in proportion to the member's percentage interest in the LLC? Is voting restricted to occur only when disadvantaged members who have a 51 percent or more ownership are present?
- Compensation - Does the agreement describe how members shall be paid and for what services? Is it clear that the Managing Member, a disadvantaged person, shall be the highest compensated member of the LLC?
- Member's Meetings - Is it clear that a member meeting can only be called, and no business may be voted on, unless the disadvantaged members represent a quorum of those present? Does the agreement require that minutes of these meetings and issues resolved by votes of the members be recorded and placed in the LLC records book?
- Membership Certificates - Does the agreement authorize the LLC to issue certificates representing membership interests in the LLC and do these certificates bear any legend that would undermine the unconditional majority ownership of the LLC by the disadvantaged members?
III Tax and Financial Provisions
- Tax Classification of LLC - Does the agreement state how the LLC is to be classified (e.g., corporation, partnership, sole proprietorship) for Federal and state income tax purposes and does this match with the company's tax filings?
- Tax Year and Accounting Method - Is the company's fiscal year as reported earlier in the EZInterview and are the tax filings made on the same basis (i.e., accrual or cash) as indicated by the tax enclosures?
- Tax Matters - Partner Does the agreement identify the spokesperson for the LLC dealing with the IRS and is this person one of the disadvantaged applicants? If not, why not?
- Annual Income Tax Returns and Reports - Is the information included herein compatible with that included in the company's tax filing enclosure?
- Bank Accounts - Has a bank or other institution been designated within the agreement to serve as the depository of the LLC's savings, checking, and/or investment accounts? Does the agreement designate the member(s) that can deposit and/or withdraw funds into and among these accounts and are these individuals the disadvantaged applicants?
- Title to Assets - Does the agreement spell out the name of the LLC or individual members who will hold title to the personal and real property of the LLC?
IV Capital Provisions
- Capital Contributions by Members; Does the agreement clearly state the contribution, in cash, property, or service of each member, together with its associated fair market value and resulting membership interest in the LLC? Does this schedule show that the disadvantaged members clearly have at least a 51 percent interest in the LLC?
- Additional Contributions by Members - Does the agreement describe how additional capital contributions may be made by the LLC's members and what provisions exist, if any, to ensure that the disadvantaged applicant members will continue to have at least a 51 percent interest in the LLC?
- Failure to Make Contributions - Does the agreement speak to the issue of how and whether the members may cancel the membership of a member, if this member is delinquent in making a required contribution to the LLC?
- No Interest on Capital Contributions
- Capital Account Book-keeping
- Consent to Capital Contribution Withdrawals - Does the agreement speak to how members shall be able to withdraw any part of their capital contributions?
- Allocations of Profits and Losses - Does the agreement speak to how members shall be allocated gains, losses, deductions, credits and other items and is it clear that the disadvantaged applicant member shall receive an allocation in accordance with their membership interest and that this allocation will be 51 percent or more of all allocations?
- Allocations and Distribution of Cash to Members - Does the agreement clearly indicate how cash distributions can or will be made to the members and whether these distributions shall be made based on the interests of each member?
- Allocation of Non-cash Distributions - Does the agreement clearly describe how property other than cash will be valued and how it will be distributed?
- Allocation and Distribution of Liquidation Proceeds - Does the agreement speak to the order of accounts to which distributions, in the case of a liquidation of the LLC, will be made and is it clear that the disadvantaged applicant members shall receive at least 51 percent of these distributions?
V Membership Withdrawal and Transfer Provisions
- Withdrawal of Members - Does the agreement spell out the requirement that the withdrawal of a disadvantaged applicant member must be accompanied with a notification of the SBA of this change in ownership?
- Restrictions on the Transfer of Membership - Does the agreement clearly speak to the issue of membership transfer, the encumbrance of any membership, the assignment of a member's economic interest or the transfer of member's voting or management rights? Do any of these provisions undermine the unconditional ownership and control requirements of the SBA for 8(a)BD certification?
VI Dissolution Provisions
- Events that Trigger Dissolution of the LLC - Does the agreement identify the events that could trigger the dissolution of the LLC and describe how the interests of all members, in particular the disadvantaged applicant member, will be treated under these circumstances?
VII General Provisions
- Officers - Does the agreement speak to how officers may be designated, how these will be compensated and what the duties of each position shall include? Is it clear that one of the disadvantaged applicant members will hold the highest officer position in the LLC?
- Records - Does the agreement speak to where the records of the LLC shall be kept and what these records shall consist of?
- All Necessary Acts - Does the agreement speak to the authorities of selected members to conduct acts on behalf of the LLC and who within the LLC shall be authorized to certify on behalf of the company?
- Mediation and Arbitration of Disputes Among Members - Does the agreement describe how disputes among the members may be resolved? Is it clear that the disadvantaged applicant members will be the ultimate authority on all disputes?
- Entire Agreement
- Severability
VIII Signatures of Members and Spouses
- Execution of Agreement - Is the agreement signed by every member of the LLC and is the Managing Member noted and also among the disadvantaged applicant members?
- Consent of Spouses - Is the agreement signed by the spouses of each member of the LLC? Does the agreement state that the spouses agree to be bound by the terms in any matter in which they may have an interest? Does the agreement refer to the subject of relinquishment or transfer of interest, in the case of community property?
- System Requirements
- Software Required for use:
Adobe Acrobat Reader
Microsoft Word (97) or greater
Compatible with:
Microsoft Windows 95, 98, 2000, NT, XP and Vista
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