FINAL PROJECT RESOURCES
Instructions
& Facts:
Due Date: This project is due on Thursday December 3rd no later than 4:00 pm. Submit the
assignment via Canvas.
Instructions & Facts **REVISED TO CHANGE
DATES**: MS Word
Format or PDF Format
Documents
- Articles of
Organization: See the Official Form on the Secretary of State
website.
- Operating
Agreement:
From CEB, California Limited Liability Companies. (“CEB Operating.docx” and “Operating Agreement UPDATED CEB
9-002.doc”on Google Drive).
- Suitability
Standards (Who May Invest): An information statement informing
potential investors about the investor qualifications for this transaction
under the applicable exemption(s) from registration/qualification of the
limited liability company membership units. (“WHO.docx” on Google Drive).
- Subscription
Agreement & Investor Documents:
CEB forms 12.56, 12.57 and 12.58 (subscription agreement, purchaser
questionnaire and professional advisor questionnaire).
- Investor
Certificate: A certificate or questionnaire designed to elicit
information from each investor, sufficient to permit the offeror to
reasonably conclude that the limited liability company units are exempt
from registration and qualification requirements under appropriate state
and federal exemptions. You worked on a similar document earlier in the
semester.
- Investor Certificate Samples.docx on
Google Drive.
- Investor Certificate MODEL Fish House
Inc.docx on Google Drive.
There
are additional forms in the CEB materials (available in "Online Documents
for the Course" on the main web page).
Some or all of the purposes of this Investor Certificate may also be included
in the sample Subscription Agreement. If these matters are addressed in the
Subscription Agreement, they may not have to be addressed in the Investment
Certificate. On the other hand, if these matters are addressed in the
Investment Certificate, they may not need to be addressed in the Subscription
Agreement. Use your judgment as to where
to put the provisions.
- Risks of
Investment:
A statement disclosing the risks involved in investing in the venture.
This form originally designed for the Midwest riverboat gambling project
(see the instructions): Risk
Disclosure Document.docx on Google Drive
Additional Facts;
Questions & Answers
Check this area often for additional facts and information.