September 16, 2016

Can We Have No Capital Accounts Based On Equal Membership Interests?

Hello,

Our LLC of three members would like to have equal ownership and membership control, regardless of capital contributions made by individuals. What one pays in belongs to all, so to speak. There are three members, and all decisions made must be unanimous, and ownership is based on the number of members, in this case each member owns one-third of the company, assets, debts, etc.

Based on that, we would like to craft an op agreement that does not require capital accounts and the associated tracking, only a statement that the members own they cut in based on 100% divided by the # of members, period.

Info:

We are based in CO.
We are an entertainment company that either publishes or sells publishing rights for various media – no physical goods.

Thanks!

J.S.

Answer

The members of an LLC can agree to essentially any distribution and ownership scheme they wish, including the one outlined above.

Of course, there might be tax consequences to the different members based on the allocations. Therefore, you should consult a tax attorney who specializes in partnership and closely held corporation tax.

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