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

 

Additional Facts; Questions & Answers: Check this area from time-to-time for additional facts and information. 

Documents

  1. Articles of Organization:  See the Official Form on the Secretary of State website.
  2. Operating Agreement: From CEB, California Limited Liability Companies. (“CEB Operating.docx” and “Operating Agreement UPDATED CEB 9-002.doc”on Google Drive).
  3. 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).
  4. Subscription Agreement & Investor Documents:  CEB forms 12.56, 12.57 and 12.58 (subscription agreement, purchaser questionnaire and professional advisor questionnaire). 
  5. 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.

 

    1. Investor Certificate Samples.docx on Google Drive.
    2. 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.

  1. 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.