[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-llc-investment-agreement-D12832":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"LLC INVESTMENT AGREEMENT This LLC Investment Agreement (the Agreement) is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] a Limited Liability Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR NAME] the principal members of the Company (the \"Company Principals\") collectively referred to in this Agreement as the \"Company Parties.\" and existing under the laws of [STATE/PROVINCE], located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] a Limited Liability Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company was formed for the purpose of further developing, commercializing and operating the business concept identified and includes any subsequent iteration of the business concept developed by the Company Parties (the \"Business\"); WHEREAS the Investor is desirous of making an investment (the \"Investment\") in the amount of [TOTAL INVESTMENT AMOUNT] into the Company to facilitate such Business. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contains, the parties hereto intending to be legally bound agree as follows: THE INVESTMENT 1.1 The Investor will make the Investment in the Company in consideration for the rights and privileges set forth in this Agreement. FUTURE ISSUANCES OF SECURITIES 2.1 From and after the date of this Agreement, the parties agree to take such further action and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of this Agreement. 2.2 If at any time in the future, the Company proposes to sell and issue any debt or equity securities, or any other securities or instruments entitling the holder thereof to receive any profits, capital, assets or property of the Company (collectively, \"Securities\"), in a single transaction or series of related transactions that results in gross proceeds to the Company of at least [STATE AMOUNT] (a \"Qualified Financing\"), the Company shall deliver written notice to the Investor stating (i) its bona fide intention to offer such Securities, (ii) the amount and type of Securities to be offered and (iii) the price and terms upon which it proposes to offer such securities. Upon receipt of such notice, the Investor shall be entitled to exercise any of the rights specified in sections 3, 4 and 5. RIGHT OF FIRST OFFER 3.1 The Investor shall have the first right to purchase all the Securities to be offered and sold in such Qualified Financing at the price and on the same terms and conditions specified in the notice. RIGHT TO PARTICIPATE 4",null,"LLC Investment Agreement","3",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/llc-investment-agreement-D12832.png","https://templates.business-in-a-box.com/imgs/250px/12832.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12832.xml",{"title":15,"description":6},"llc investment agreement",[17,20],{"label":18,"url":19},"Finance & Accounting","/templates/finance-accounting/",{"label":21,"url":22},"Shareholders & Investors","/templates/shareholders-investors/","LLC Investment Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12832.png","https://templates.business-in-a-box.com/imgs/600px/12832.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Equity & Mergers","/templates/equity-and-mergers/",[39,43,47,51,55,59,63,67,71,75,79,83,88,105,119,133,147,161],{"label":40,"url":41,"thumb":42,"extension":10},"Investment Agreement","/template/investment-agreement-D12831","https://templates.business-in-a-box.com/imgs/250px/12831.png",{"label":44,"url":45,"thumb":46,"extension":10},"LLC Membership Agreement","/template/llc-membership-agreement-D14005","https://templates.business-in-a-box.com/imgs/250px/14005.png",{"label":48,"url":49,"thumb":50,"extension":10},"LLC Operating Agreement","/template/llc-operating-agreement-D5209","https://templates.business-in-a-box.com/imgs/250px/5209.png",{"label":52,"url":53,"thumb":54,"extension":10},"Investment Management Agreement","/template/investment-management-agreement-D13990","https://templates.business-in-a-box.com/imgs/250px/13990.png",{"label":56,"url":57,"thumb":58,"extension":10},"LLC Buyout Agreement","/template/llc-buyout-agreement-D13361","https://templates.business-in-a-box.com/imgs/250px/13361.png",{"label":60,"url":61,"thumb":62,"extension":10},"LLC Member Withrawal Agreement","/template/llc-member-withrawal-agreement-D13273","https://templates.business-in-a-box.com/imgs/250px/13273.png",{"label":64,"url":65,"thumb":66,"extension":10},"Investment Advisory Agreement","/template/investment-advisory-agreement-D13989","https://templates.business-in-a-box.com/imgs/250px/13989.png",{"label":68,"url":69,"thumb":70,"extension":10},"LLC Multiple Members Operating Agreement","/template/llc-multiple-members-operating-agreement-D12871","https://templates.business-in-a-box.com/imgs/250px/12871.png",{"label":72,"url":73,"thumb":74,"extension":10},"LLC Membership Interest Purchase Agreement","/template/llc-membership-interest-purchase-agreement-D5208","https://templates.business-in-a-box.com/imgs/250px/5208.png",{"label":76,"url":77,"thumb":78,"extension":10},"Non-Profit Investment Policy","/template/non-profit-investment-policy-D14019","https://templates.business-in-a-box.com/imgs/250px/14019.png",{"label":80,"url":81,"thumb":82,"extension":10},"Investment Policy Statement","/template/investment-policy-statement-D12883","https://templates.business-in-a-box.com/imgs/250px/12883.png",{"label":84,"url":85,"thumb":86,"extension":87},"Investment Calculator","/template/investment-calculator-D374","https://templates.business-in-a-box.com/imgs/250px/374.png","xls",{"description":89,"descriptionCustom":6,"label":90,"pages":91,"size":92,"extension":10,"preview":93,"thumb":94,"svgFrame":95,"seoMetadata":96,"parents":97,"keywords":103,"url":104},"Submitted To: Copy No.: Date: CONFIDENTIAL PRIVATE OFFERING MEMORANDUM OF [LIMITED PARTNERSHIP NAME] THIS MEMORANDUM IS SUBMITTED TO YOU ON A CONFIDENTIAL BASIS SOLELY IN CONNECTION WITH YOUR CONSIDERATION OF AN INVESTMENT IN [LIMITED PARTNERSHIP], A [STATE/PROVINCE] LIMITED PARTNERSHIP. DUE TO THE CONFIDENTIAL NATURE OF THIS MEMORANDUM, ITS USE FOR ANY OTHER PURPOSE MIGHT INVOLVE SERIOUS LEGAL CONSEQUENCES. CONSEQUENTLY, THIS MEMORANDUM MAY NOT BE REPRODUCED IN WHOLE OR IN PART, AND MAY NOT BE DELIVERED TO ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER. AN INVESTMENT IN THE [LIMITED PARTNERSHIP NAME] WILL BE SPECULATIVE AND WILL INVOLVE A HIGH DEGREE OF RISK. SUCH RISKS INCLUDE, BUT ARE NOT LIMITED TO, INVESTMENT IN A NEW START-UP VENTURE WITH SIGNIFICANT CAPITAL NEEDS AND EXPENSES, THE ILLIQUIDITY OF THE INVESTMENT, RESPRICTIONS ON TRANSFERABILITY, THE NEED FOR ADDITIONAL CAPITAL, AND OTHER POTENTIAL RISKS WHICH CANNOT BE DETERMINED IN ADVANCE. GENERAL COMMENTS This memorandum sets forth the objectives and method of operation of the Partnership, the principal terms of the Limited Partnership Agreement (the \"Partnership Agreement\") and certain other pertinent information. However, this memorandum does not set forth all of the provisions and conditions of the Partnership Agreement that may be significant to a particular prospective limited partner. Each prospective limited partner should examine this memorandum and the Partnership Agreement accompanying this memorandum in order to assure himself that the terms of the Partnership Agreement and the Partnership's performance goals are satisfactory to him. The Limited partnership [LIMITED PARTNERSHIP NAME] is a newly formed [STATE/PROVINCE] limited partnership (the \"Partnership\") whose goal will be to develop and market: [DESCRIBE] [GENERAL PARTNER NAME] (the \"General Partner\") is the general partner of the Partnership. The General Partner will be responsible for the day-to-day decisions of the Partnership. To date, [LIMITED PARTNERSHIP] has accomplished the following: [DESCRIBE] The [LIMITED PARTNERSHIP NAME] was registered in [STATE/PROVINCE], on [DATE]. The [LIMITED PARTNERSHIP NAME]'s office is located at [ADDRESS], its telephone number is [PHONE NUMBER] and its fax number is [FAX NUMBER]. The Opportunity [LIMITED PARTNERSHIP NAME] believes it has the unique opportunity to [DESCRIBE]. The Offering [LIMITED PARTNERSHIP NAME] will be offering [NUMBER] units (the \"Units\") to qualified limited partners at a purchase price of [AMOUNT] per unit for an aggregate offering price of [AMOUNT]. This document does not solicit any investment, but is used only to determine if there is an interest in a possible investment. Minimum Initial Subscription The Partnership expects new limited partners to invest at least [AMOUNT] subject to reduction in the sole discretion of the General Partner. Persons who are instrumental in the sale of limited partnership interests may be compensated, by the General Partner at its own expense, [IN CASH/OTHER]. PRICE Prior to commencement of business of [LIMITED PARTNERSHIP], Units will be offered at a price of [AMOUNT] per Unit. Thereafter, Units will be offered at the applicable net asset value per Unit (determined in accordance with the limited partnership agreement, a copy of which is annexed to this Offering Memorandum). RESALE OF THE UNITS Units are not transferable except with the consent of the General Partner. Units are subject to restrictions on resale under applicable securities legislation, rules and regulations, unless a further statutory exemption may be relied upon by the investor or an appropriate discretionary order is obtained from the appropriate securities regulatory authorities pursuant to applicable securities laws. As there is no market for the Units, it may be difficult or even impossible for a purchaser to sell them. However, Units may be redeemed at net asset value (determined in accordance with the limited partnership agreement) at any valuation date provided that the request for redemption is submitted to the General Partner at least [NUMBER] days prior to such valuation date. Use of Proceeds Of the net proceeds to be received from the sale of the Units, approximately [AMOUNT] will be used to [DESCRIBE], approximately [AMOUNT] will be used to [DESCRIBE], and [AMOUNT] will be used for [DESCRIBE]. The balance, if any, will be added to working capital and used for other general operation purposes. Pending such uses, the net proceeds will be invested in short-term, interest-bearing securities or accounts. Illiquidity of Investment in the Partnership Because of the limitation on withdrawal rights and the fact that limited partnership interests are not tradeable, an investment in the Partnership is a relatively illiquid investment and involves a high degree of risk. Eligible PARTNERS Admission as a limited partner in the Partnership is not open to the general public. Subscriptions will be accepted only from \"accredited partners\" who meet appropriate suitability standards, determined by the General Partner. ","Private Placement Memorandum","5",56,"https://templates.business-in-a-box.com/imgs/1000px/private-placement-memorandum-D1015.png","https://templates.business-in-a-box.com/imgs/250px/1015.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1015.xml",{"title":6,"description":6},[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"Incorporation Agreements","incorporation-agreement","private placement memorandum","/template/private-placement-memorandum-D1015",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":109,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":114,"keywords":117,"url":118},"LIMITED PARTNERSHIP AGREEMENT OF [PARTNERSHIP NAME] THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE [SECURITIES ACT OF 1933 OR OTHER ACT], AS AMENDED. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE PARTNERSHIP OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNERS OF THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR UPON THE SUBMISSION TO THE GENERAL PARTNERS OF THE PARTNERSHIP OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE GENERAL PARTNERS TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE [SECURITIES ACT OF 1933 OR OTHER ACT], AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. This document evidences the following agreement and certificate of limited partnership entered into and to be effective on the date it is filed with the Secretary of State in [STATE], by and between [NAME], as general partner (\"General Partner\") and each of the individuals whose names are set forth on Exhibit \"A\" attached to this Agreement as limited partners (\"Limited Partners\"). 1. FORMATION 1.1 The parties hereby form a Limited Partnership (Partnership) under and pursuant to the [STATE/PROVINCE OR COUNTRY] Revised Limited Partnership Act, [Article of [code] of the [State/Province] of [STATE/PROVINCE]. 1.2 This Certificate of Limited Partnership shall be filed with the Secretary of [State/Province] of [STATE/PROVINCE], and thereafter the partners shall execute and cause to be filed and otherwise published such original or amended certificates evidencing the formation and operation of this Limited Partnership as may be required under the laws of the [State/Province] of [STATE/PROVINCE] and of any other states where the Partnership shall determine to do business. 1.3 The General Partner is hereby authorized and empowered by all the Limited Partners to prepare, file, and publish either the original or any amended or modified Certificates of Limited Partnership as may be necessary or desirable and each Limited Partner specifically designates and appoints the General Partner, for and on his or her behalf, as his or her attorney for the exclusive purposes of signing and attesting to such original or amended Certificates of Limited Partnership. 1.4 The purpose of the Partnership shall be as follows: to buy, manage and sell, as appropriate, all real property, including improvements and personal property located thereon, known as the [name or description of property], more particularly described in Exhibit \"B.\" [Add, if appropriate] Further, the Partnership shall engage in the [alteration and repair of the improvement, and personal property located in the subject real property.] 2. NAMES AND PLACE OF BUSINESS 2.1 The name of the Limited Partnership shall be [NAME]. 2.2 The business of the Partnership shall be conducted under that name and under such variations of the name as may be necessary to comply with the laws of other [States/Provinces] within which the Partnership may do business or make investments. 2.3 The General Partner shall promptly execute and duly file, with the proper offices in each state in which the Partnership may conduct the activities authorized in this Agreement, one or more certificates as required by the Fictitious Name or Assumed Name Act or similar statute in effect as to each such state in which such activities are so conducted. 2.4 The principal place of business shall be located at [address] and additional places of business may be located elsewhere. 2.5. The name and address of the General Partner of the Partnership are: [Name] [Address] 2.6 There are no other General Partners of this Partnership and no other person or entity has any right to take part in the active management of the business affairs of the Partnership. 2.7 The names and addresses or places of residence of the Limited Partners of this Partnership are set forth in Exhibit \"A\" attached to this Agreement and by this reference made a part of this agreement. There are no other Limited Partners to the Partnership other than those listed in the attached Exhibit \"A.\" 3. TERM OF PARTNERSHIP 3.1 The Partnership shall commence as of the date of this Agreement and shall continue in existence until [YEAR], unless it is sooner terminated, liquidated, or dissolved as provided below. 4. CONTRIBUTIONS OF CAPITAL 4.1 The capital to be contributed initially to the Partnership by the General Partner and all the Limited Partners shall be cash. 4.2 The initial capital to be contributed by each Partner, General and Limited, shall be the sum set opposite his or her name in the attached Exhibit \"A.\" 4.3 Each partner shall be personally liable to the Partnership for the full amount of his or her initial capital contribution. 4.4 The Limited Partners shall be required to make additional capital contributions to the Partnership, on written request by the General Partner, the Partner's pro rata share (the ownership percentage set opposite the name of each Limited and General Partner in Exhibit \"A\") of all costs, expenses, or charges with respect to the operation of the Partnership. [add, if appropriate] and the ownership operation, maintenance, and upkeep of any Partnership property including but not limited to ad valorem taxes, debt amortization (including interest payments), insurance premiums, repairs, professional fees, wages, and utility costs] to the extent such costs, expenses, or charges exceed the income, if any, derived from the Partnership and the proceeds of any loans made to the Partnership. a. If any Partner fails or refuses to contribute the entire amount of the initial capital called for and/or the additional capital as called for, the General Partner shall be authorized to declare forfeited Partner's capital account and ownership interest as liquidated damages for the failure. 5. PROFITS AND LOSSES 5.1 The amount of net profits and net losses of the Partnership to be allocated to and charged against each Partner shall be determined by the percentage set opposite his or her name in Exhibit \"A.\" 5.2 The term \"profits\" is hereby defined to mean income or gain of whatsoever kind actually incurred by the Partnership or which, because of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership. 5.3 The term \"losses\" is hereby defined to mean any deduction, expenditure, or charge actually incurred by the Partnership or which, because of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership. 5.4 Cash, when available, may be distributed by the General Partner to all Partners in the same ratio as profits and losses are shared. a. Cash distributions from the Partnership may be made by the General Partner to all Partners without regard to the profits or losses of the Partnership from operations; provided, that no cash distributions shall be made that will impair the ability of the Partnership to pay its just debts as they mature. b. The General Partner shall determine when, if ever, cash distributions shall be made to the Partners, pursuant to the provisions and the tenor of this Agreement. c. There shall be no obligation to return to the General Partner or the Limited Partners, or to any one of them, any part of their capital contributed to the Partnership, for so long as the Partnership continues in existence. d. No General or Limited Partner shall be entitled to any priority or preference over any other Partner as to cash distributions. e. No interest shall be paid to any Partner on the initial contributions to the capital of the Partnership or on any subsequent contributions of capital. 6. OWNERSHIP OF PARTNERSHIP PROPERTY 6","Limited Partnership Agreement","13",80,"https://templates.business-in-a-box.com/imgs/1000px/limited-partnership-agreement-D891.png","https://templates.business-in-a-box.com/imgs/250px/891.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#891.xml",{"title":6,"description":6},[115,116],{"label":33,"url":99},{"label":33,"url":99},"limited partnership agreement","/template/limited-partnership-agreement-D891",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":123,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":128,"keywords":131,"url":132},"CONVERTIBLE NOTE AGREEMENT This Convertible Note Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NOTE HOLDERS NAME] (the \"Note Holders\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Note Holders are willing to lend Company the aggregate sum of [AMOUNT] be evidenced by [%] Convertible Promissory Notes. In consideration of the mutual covenants and conditions herein contained, the parties hereby agree, represent and warrant as follows: Issue of Notes The Company will authorize the issue of its [%] Convertible notes (hereinafter called \"Notes\") in the aggregate principal amount of [amOUNT] to be dated [date] to mature on [date] to bear interest on the unpaid principal thereof at the rate of [%] per annum until maturity, payable on the [day] of [month] in each year, commencing on [date], [year], and after maturity at the rate of [%] per annum until paid, and to be substantially in the form of Exhibit A attached hereto. For the purposes of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a [number] day month and a [number] day year. The Company will promptly and punctually pay to Note Holders or their nominee the interest on any of the Notes held by Note Holders without presentment of the Notes. In the event that Note Holders shall sell or transfer any of the Notes, they shall notify the Company of the name and address of the transferee. In the event the Company defaults on any installment of interest or principal, then any Holder of these Notes may, at his option, without notice, declare the entire principal and the interest accrued thereon immediately due and payable and may proceed to enforce the collection thereof. All the Notes shall contain a confession of judgment provision. The Company will also authorize the issue of [number] shares of its common stock (hereinafter called \"The Stock\") and will authorize the issuance of and reserve for such purchase such a number of additional shares of common stock (hereinafter called the \"Conversion Stock\") as may from time to time be the maximum number required for issuance upon conversion of the Notes pursuant to the conversion privileges hereinafter stated. Sale and Purchase of Notes and Stock The Company will sell the Notes to the purchasers listed on Exhibit A, each of whom agrees to purchase the principal amount of the Notes set opposite their names, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein, at the purchase price of [%] of the principal amount. Representations and Warranties by the Company Company is a corporation duly organized and existing in good standing under the laws of the State of [state/province] has the corporate power to own its own property and to carry on in the business as it is now being conducted. Company has on its corporate records the names of the following individuals who each own [number] shares of common stock which constitute all the issue and outstanding capital stock of the Company as of this date. The Company has furnished to the Note Holders an Offering Circular which is attached hereto as Exhibit B. The financial statements contained therein are true and correct and have been prepared in accordance with generally accepted accounting principles consistently followed throughout the period indicated. There is no action or proceeding pending or, to the knowledge of the Company, threatened against the Company before any court or administrative agency, the determination of which might result in any material adverse change in the business of the Company. The Company has title to the respective properties and assets including the properties and assets reflected on the financial statement for the year ending [date] and which assets and properties are subject to no liens, mortgages, encumbrances or charges except a security interest to [specify]. The Company is not a party to any contract or agreement or subject to any restriction which materially and adversely affects its business, property or assets, or financial condition, and neither the execution nor delivery of this Agreement, nor the confirmation of the transactions contemplated herein, nor the fulfillment of the terms hereof, nor the compliance with the terms and provisions hereof and of the Notes, will conflict with or result in the breach of the terms, conditions or provisions or constitute a default, under the Articles of Incorporation or Code of Regulations of the Company or of any Agreement or instrument to which the Company is now a party. The Company has not declared, set aside, paid or made any dividend or other distributions with respect to its capital stock and has not made or caused to be made directly or indirectly, any payment or other distribution of any nature whatsoever to any of the holders of its capital stock except for regular salary payments for services rendered and the reimbursement of business expenses. All of the equipment and automobiles of the Company are in good condition and repair. There are no outstanding options or rights to purchase shares of the Company and no outstanding securities with the right of conversion into shares of the Company. The Company owns or possesses adequate licenses or other rights to use, all patents, trademarks, trade names, trade secrets, and copyrights used in its business. No one has asserted to the Company that its operations infringe on the patents, trademarks, trade secrets or other rights utilized in the operation of its business. Neither the Company nor any agent or employee acting in its behalf has offered the Notes or the Stock or any portion thereof for sale to or solicited in any offer to buy the same or any thereof from any person or persons other than the purchasers listed in the attached Exhibit A and [NUMBER] other persons, and neither the Company nor any agent or employee acting in its behalf will sell or offer for sale the Notes or Stock or any portion thereof to or solicit any offer to buy the Notes or the Stock from any person or persons so as to bring the issuance or sale thereof within the provisions of Section [NUMBER] of the [ACT]. Representations and Warranties by the Note Holders The Note Holders represent and warrant that: The Note Holders are subscribing for the Notes and Stock for investment purposes and not with the view to or for sale in connection with any distribution thereof and that they have no present intent to sell, give or otherwise transfer the Notes or Stock. The Note Holders state that they are and residents of the State of [state/province]. The Note Holders understand that this is a highly speculative investment in a Company which is insolvent both from a legal and an equity standpoint. Individuals represent and warrant that they have a net worth in excess of [amount] exclusive of their residences and that they are sophisticated investors who are knowledgeable about the [specify] business. Note Holders state that they will be active in the affairs of the business of the Company. Prepayment of the Notes Company shall have the right to make prepayments on principal of the Notes at any time on [number] days written notice. Such prepayment shall be accompanied by a payment of all accrued interest to date. There shall be no premium for the amount so prepaid. Conversion","Convertible Note Agreement","6",64,"https://templates.business-in-a-box.com/imgs/1000px/convertible-note-agreement-D870.png","https://templates.business-in-a-box.com/imgs/250px/870.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#870.xml",{"title":6,"description":6},[129,130],{"label":33,"url":99},{"label":33,"url":99},"convertible note agreement","/template/convertible-note-agreement-D870",{"description":134,"descriptionCustom":6,"label":135,"pages":8,"size":9,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":146},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":140,"description":6},"non disclosure agreement nda",[142,143],{"label":33,"url":99},{"label":144,"url":145},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":159,"url":160},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;","Adhesion to the Unanimous Shareholder Agreement","1",41,"https://templates.business-in-a-box.com/imgs/1000px/adhesion-to-the-unanimous-shareholder-agreement-D848.png","https://templates.business-in-a-box.com/imgs/250px/848.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#848.xml",{"title":6,"description":6},[157,158],{"label":33,"url":99},{"label":33,"url":99},"adhesion to unanimous shareholder agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":9,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":169,"url":176},"SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [INSERT COMPANY NAME], a [INSERT STATE OF INCORPORATION], corporation [the \"COMPANY\"]. AND: The undersigned a [INSERT STATE OF INCORPORATION], corporation [the \"INVESTOR\"]. SUBSCRIPTION. Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","9","https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":169,"description":6},"subscription agreement",[171,173],{"label":18,"url":172},"finance-accounting",{"label":174,"url":175},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",false,{"seo":179,"reviewer":189,"legal_disclaimer":193,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":251,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":507,"classification":508},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"LLC Investment Agreement Template (Free Word)","Free LLC investment agreement template covering capital contributions, membership units, valuation, reps and warranties, governance rights, and transfer. Free Word and PDF download.","llc investment agreement template",[15,184,185,186,187,188],"llc operating agreement investor","membership interest subscription agreement","small business investment agreement template","llc investor agreement word","equity investment agreement template",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":195,"legal_review_recommended":193,"signature_required":193,"notarization_required":177},"advanced",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"An LLC Investment Agreement is a legally binding contract under which an investor contributes capital to a limited liability company in exchange for membership interests — defining the unit count, price per unit, pre-money valuation, and the rights that attach to those units. This free Word download gives founders and investors a structured, attorney-reviewed starting point they can edit online and export as PDF before closing a funding round.\n","Use it whenever an outside investor — angel, family office, or strategic partner — purchases a membership interest in your LLC for cash or other consideration. It is also appropriate when adding a new member to an existing LLC at a negotiated valuation, or when converting a convertible note into equity at a defined conversion price.\n","Capital contribution and unit issuance terms, pre-money valuation, investor representations and warranties, company representations and warranties, governance and information rights, transfer restrictions and right of first refusal, distribution preferences, and closing conditions. The agreement works alongside — and cross-references — the LLC's operating agreement.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"LLC founders raising outside capital","Formalizing a seed or early-stage investment from an angel or family office","persona-startup-founder",{"title":206,"use_case":207,"icon_asset_id":208},"Angel investors","Documenting the terms of a membership interest purchase before wiring funds","persona-angel-investor",{"title":210,"use_case":211,"icon_asset_id":212},"Small business owners adding a silent partner","Bringing in a cash investor without transferring operational control","persona-small-business-owner",{"title":214,"use_case":215,"icon_asset_id":216},"Real estate LLC sponsors","Onboarding passive investors into a property-holding LLC at a fixed valuation","persona-real-estate-investor",{"title":218,"use_case":219,"icon_asset_id":220},"Family businesses","Admitting a family member or outside partner as a member with defined rights","persona-family-business",{"title":222,"use_case":223,"icon_asset_id":224},"Attorneys and business advisors","Providing clients a starting-point draft for a straightforward LLC capital raise","persona-attorney",[226,230,233,237,241,244,247],{"situation":227,"recommended_template":228,"slug":229},"Investor is purchasing an existing member's units rather than subscribing for new ones","Membership Interest Purchase Agreement","llc-membership-interest-purchase-agreement-D5208",{"situation":231,"recommended_template":121,"slug":232},"Investment is structured as a loan that may convert to equity later","convertible-note-agreement-D870",{"situation":234,"recommended_template":235,"slug":236},"LLC has multiple investors with a lead investor setting terms","LLC Operating Agreement (Multi-Member)","llc-member-withrawal-agreement-D13273",{"situation":238,"recommended_template":239,"slug":240},"Investor is contributing property or services rather than cash","Contribution Agreement","board-resolution-adopting-campaign-contribution-limitations-policy-D27",{"situation":242,"recommended_template":90,"slug":243},"Raising capital from a large group of passive investors under Reg D","private-placement-memorandum-D1015",{"situation":245,"recommended_template":107,"slug":246},"Investor requires preferred-return waterfall and carried interest structure","limited-partnership-agreement-D891",{"situation":248,"recommended_template":249,"slug":250},"Investment is a SAFE instrument rather than direct equity","SAFE Agreement","safe-driving-policy-D13767",[252,255,258,261,264,267,270,273,276,279,282,285],{"term":253,"definition":254},"Membership Interest","An ownership stake in an LLC, expressed as a percentage or unit count, that entitles the holder to economic distributions and, in some cases, voting rights.",{"term":256,"definition":257},"Capital Contribution","The cash, property, or services an investor transfers to the LLC in exchange for the membership interest being issued.",{"term":259,"definition":260},"Pre-Money Valuation","The agreed value of the LLC immediately before the investor's capital is added — used to calculate what percentage of the company the investment purchases.",{"term":262,"definition":263},"Post-Money Valuation","Pre-money valuation plus the total new capital contributed — the value of the LLC immediately after closing.",{"term":265,"definition":266},"Representations and Warranties","Statements of fact made by each party as of the closing date — a breach entitles the other party to indemnification or rescission.",{"term":268,"definition":269},"Right of First Refusal (ROFR)","A contractual right allowing existing members to purchase a transferring member's units before they can be sold to an outside third party.",{"term":271,"definition":272},"Distribution Preference","A provision giving one class of membership interest the right to receive distributions before other classes — analogous to preferred stock in a corporation.",{"term":274,"definition":275},"Drag-Along Right","A right held by majority members to require minority members to approve and participate in a sale of the entire company on the same terms.",{"term":277,"definition":278},"Tag-Along Right","A right that allows minority members to join a majority member's sale of units to a third party on the same price and terms.",{"term":280,"definition":281},"Accredited Investor","An individual or entity meeting SEC income or net-worth thresholds (e.g., $200K annual income or $1M net worth excluding primary residence) that is permitted to invest in unregistered securities.",{"term":283,"definition":284},"Operating Agreement","The LLC's core governance document — an LLC investment agreement amends or supplements the operating agreement for the new investor's unit class and rights.",{"term":286,"definition":287},"Dilution","The reduction in an existing member's ownership percentage caused by issuing new membership units to additional investors.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties, recitals, and defined terms","Identifies the LLC by its full registered name and state of formation, names each investor, and defines the key terms used throughout the agreement.","This LLC Investment Agreement ('Agreement') is entered into as of [DATE] by and between [LLC NAME], a [STATE] limited liability company (the 'Company'), and [INVESTOR NAME] ('Investor'). Capitalized terms not otherwise defined herein have the meanings set forth in the Company's Operating Agreement dated [DATE].","Using the trade name instead of the full registered legal name. If the entity name on the agreement doesn't match the state registration, enforcing transfer restrictions or IP provisions against the correct legal entity is complicated.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Capital contribution and unit issuance","States the exact dollar amount the investor is contributing, the number of membership units being issued in exchange, the price per unit, and the closing date.","Subject to the terms hereof, Investor agrees to contribute $[AMOUNT] (the 'Capital Contribution') to the Company, and the Company agrees to issue [NUMBER] Class [A/B] Membership Units ('Units') at a price of $[PRICE PER UNIT] per Unit, representing [X]% of the Company's total outstanding units post-closing.","Expressing the investment only as a percentage without specifying unit count and price per unit. If future rounds issue new units, a percentage-only grant dilutes in unpredictable ways and creates disputes about what the investor actually owns.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Valuation and capitalization table","Records the pre-money valuation, post-money valuation, and the fully-diluted capitalization table immediately before and after closing.","The parties agree that the pre-money valuation of the Company is $[AMOUNT]. The post-money valuation following the Capital Contribution shall be $[AMOUNT]. A complete capitalization table as of the Closing Date is attached as Exhibit A.","Omitting a capitalization table exhibit. Without it, each party may calculate their ownership percentage differently, and future investors will question the round's integrity.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Investor representations and warranties","The investor certifies their legal capacity to invest, that the investment is for their own account, and — critically — that they meet the accredited investor definition under applicable securities law.","Investor represents and warrants that: (a) Investor is an 'accredited investor' as defined in Rule 501 of Regulation D; (b) the Units are being acquired for Investor's own account for investment purposes only and not with a view to resale or distribution; (c) Investor has sufficient knowledge and experience to evaluate the merits and risks of this investment.","Collecting accredited investor reps without documenting verification. Under Rule 506(c), relying solely on a self-certification checkbox is insufficient — the company must take reasonable steps to verify the investor's status.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Company representations and warranties","The LLC certifies that it is validly formed, has the authority to issue the units, has disclosed all material liabilities, and that the units being issued are free of encumbrances.","The Company represents and warrants that: (a) it is duly organized and in good standing in [STATE]; (b) it has full authority to enter into this Agreement and issue the Units; (c) there are no undisclosed liabilities exceeding $[THRESHOLD]; (d) the Units, when issued, will be validly authorized, fully paid, and non-assessable.","Giving broad company reps without a materiality qualifier or disclosure schedule. A broad 'no undisclosed liabilities' rep without qualification exposes the company to rescission claims for immaterial items the founders simply forgot to list.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Governance and information rights","Defines what voting rights the investor holds, whether they get a board or advisory seat, and the financial and operational information the company must provide on a recurring basis.","Investor shall have [voting / non-voting] membership status. The Company shall provide Investor with: (a) unaudited quarterly financial statements within [45] days of each quarter-end; (b) annual financial statements within [90] days of fiscal year-end; (c) prompt written notice of any material adverse change in the Company's business.","Granting information rights without specifying a delivery deadline. Open-ended information rights create disputes about what 'reasonable' means and give founders no clear compliance standard.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Transfer restrictions and right of first refusal","Prohibits the investor from freely selling or transferring units without first offering them to the company and other members at the same price, and restricts transfers to non-accredited investors.","Investor may not Transfer any Units without the prior written consent of the Company, except pursuant to the ROFR procedure in Section [X]. Before any Transfer, Investor shall deliver written notice to the Company and each other Member stating the proposed price, number of Units, and identity of the transferee. The Company and Members shall have [30] days to exercise their ROFR.","Setting the ROFR window too short — 10 or 15 days is rarely enough for members to arrange financing to exercise the right — or omitting a deemed-consent provision for no response, which leaves transfers in legal limbo.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Distribution preferences and waterfall","Establishes the order in which available cash is distributed — whether the investor receives a preferred return before other members share in profits, and whether that preference is cumulative.","Prior to any distribution to Class B (common) Members, Investor shall receive a cumulative preferred return of [X]% per annum on its unreturned Capital Contribution. After return of Capital Contribution plus the preferred return, remaining distributions shall be split [X]% to Investor and [X]% to Class B Members.","Using vague language like 'pro-rata distributions' without specifying whether the preference is cumulative, whether it compounds, and at what point the waterfall flips to pari-passu sharing.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Drag-along and tag-along rights","Gives the majority members the ability to compel all members to sell in a company-wide acquisition, while giving minority investors the right to participate in any sale on identical terms.","If Members holding [X]% or more of outstanding Units approve a Sale of the Company, they may require all other Members to vote in favor of and participate in such Sale on the same per-unit price and terms ('Drag-Along'). Investor shall have Tag-Along rights: if any Member sells Units to a third party, Investor may sell a pro-rata portion of its Units on the same terms.","Including drag-along rights without a minimum price floor or an independent board approval requirement. Without a floor, majority members can drag a minority investor out at a price that wipes out their return.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Closing conditions and governing law","States what must happen before the investment closes — execution of an amended operating agreement, delivery of funds, and any regulatory filings — and specifies which state's law governs.","Closing shall occur on [DATE] or such other date as the parties agree in writing. Obligations of each party are conditioned on: (a) execution of an Amended and Restated Operating Agreement by all Members; (b) wire transfer of the Capital Contribution to the Company's account; (c) no material adverse change having occurred. This Agreement shall be governed by the laws of [STATE], without regard to conflicts-of-law principles.","Closing the investment before the operating agreement is amended to reflect the new investor's unit class and rights. Until the operating agreement is updated, the investor's governance and economic rights have no contractual basis within the LLC.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Enter the LLC's registered name and state of formation","Use the exact legal name as it appears on the Articles of Organization — not a DBA or trade name. Include the state and the date the LLC was formed.","Pull the name directly from your Secretary of State's online entity search to avoid a one-character discrepancy that can complicate enforcement.",{"step":346,"title":347,"description":348,"tip":349},2,"Specify the capital contribution, unit count, and price per unit","Enter the dollar amount being invested, the number of units being issued (not just a percentage), and the price per unit. Calculate post-money ownership as a percentage of total fully-diluted units and state it explicitly.","Express ownership in units, not percentages only. A 20% interest today becomes ambiguous the moment you issue a new option pool — units are more durable.",{"step":351,"title":352,"description":353,"tip":354},3,"Attach a capitalization table as Exhibit A","Prepare a table showing all members, their unit counts and classes, and the pre-closing and post-closing ownership percentages. Include any reserved but unissued option pool.","Use a spreadsheet with a separate column for fully-diluted percentages — investors and future counsel will expect it, and it reduces disputes at future rounds.",{"step":356,"title":357,"description":358,"tip":359},4,"Complete the investor representations section","Confirm the investor's accredited status by having them check the applicable qualification category (income, net worth, or entity type) and sign the representation. Collect supporting documentation if the round is structured as Rule 506(c).","For Rule 506(b) rounds, keep a record of each investor's accredited-investor self-certification and any questionnaire completed. The SEC expects this documentation to be on file if you are ever audited.",{"step":361,"title":362,"description":363,"tip":364},5,"Negotiate and fill in the distribution preference and waterfall","Define whether the investor receives a preferred return, the percentage rate (typically 6–10% for angel deals), whether it is cumulative, and the profit-split ratio after the preferred is satisfied.","A non-cumulative preferred return is standard for simple angel deals. Cumulative preferred — where unpaid returns accrue — is more common in institutional rounds and significantly increases the investor's economic priority.",{"step":366,"title":367,"description":368,"tip":369},6,"Set transfer restriction windows and ROFR mechanics","Enter the ROFR notice period (30 days is standard), identify who holds the right (company first, then other members), and state what happens to units if no one exercises — typically the transfer may proceed to the proposed buyer on the same terms.","Add a lock-up period of 12–24 months during which no transfers are permitted at all. This reduces early secondary-market activity and protects the LLC's ability to control its cap table.",{"step":371,"title":372,"description":373,"tip":374},7,"Confirm closing conditions and amend the operating agreement","List every condition that must be met at closing — signed amended operating agreement, wire receipt, bring-down of reps — and set a specific closing date. Circulate the amended operating agreement for all members to sign before or simultaneously with the investment agreement.","Never close the investment before the operating agreement is fully executed by all members. The investment agreement alone does not create the investor's rights within the LLC — the operating agreement must reflect them.",{"step":376,"title":377,"description":378,"tip":379},8,"File any required securities exemption notices","For US raises, determine whether a Regulation D Form D must be filed with the SEC within 15 calendar days of first sale. Check for state-level blue sky notice filing requirements in the investor's home state.","A missed Form D filing does not invalidate the exemption but can restrict your ability to rely on it in future raises and attracts scrutiny from state regulators.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Closing before amending the operating agreement","Until the operating agreement is updated to reflect the new investor's unit class, governance rights, and economic terms, those provisions exist only in the investment agreement — which may conflict with or be subordinated to the existing operating agreement.","Execute an Amended and Restated Operating Agreement simultaneously with the investment agreement as a condition to closing. Make both documents cross-reference each other.",{"mistake":386,"why_it_matters":387,"fix":388},"Skipping the accredited investor verification step","Accepting investment from a non-accredited investor in a Regulation D offering can void the securities exemption, triggering rescission rights for the investor and potential SEC enforcement.","Collect a completed investor questionnaire for every investor. For Rule 506(c) offerings, take affirmative steps to verify — tax returns, bank statements, or a CPA certification — rather than relying on self-certification.",{"mistake":390,"why_it_matters":391,"fix":392},"Expressing ownership only as a percentage rather than in units","A percentage stake becomes ambiguous the moment new units are authorized or an option pool is created. Investors have pursued litigation over percentage-versus-units disputes after subsequent capital raises.","State the unit count, the price per unit, and the post-closing percentage on a fully-diluted basis — all three. Attach the cap table as an exhibit to lock in the starting point.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting drag-along and tag-along rights entirely","Without drag-along rights, a single minority member can block a company sale by refusing to consent, even when the overwhelming majority wants to proceed. Without tag-along rights, minority investors can be left out of an exit that benefits majority members.","Include both provisions with clearly defined thresholds — typically 60–70% majority for drag-along trigger — and a minimum per-unit price floor below which the drag-along cannot be exercised.",{"mistake":398,"why_it_matters":399,"fix":400},"Using vague distribution language without a defined waterfall","Terms like 'pro-rata distributions' or 'equitable sharing' give members no basis for calculating what they are actually owed. Distribution disputes are among the most common LLC litigation categories.","Define the full distribution waterfall in sequential priority tiers: return of capital first, preferred return second, then remaining proceeds split at an agreed ratio. State whether the preferred return is cumulative and whether it compounds.",{"mistake":402,"why_it_matters":403,"fix":404},"Not filing a Regulation D Form D within 15 days of first sale","A late or missing Form D filing does not void the exemption but can trigger SEC comment letters, restrict your ability to rely on Rule 506 in future raises, and expose the company to state securities enforcement in jurisdictions that require notice filings.","Calendar the Form D deadline — 15 calendar days from the date the first investor signs and funds — and designate one person responsible for the filing. Check each investor's home state for parallel blue sky notice requirements.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is an LLC investment agreement?","An LLC investment agreement is a contract under which an investor contributes capital to a limited liability company in exchange for membership units — defining the unit count, price per unit, pre-money valuation, investor rights, and the conditions that must be met at closing. It is the primary document governing the terms of an equity investment in an LLC and works alongside the company's operating agreement, which it typically amends or restates.\n",{"question":410,"answer":411},"Is an LLC investment agreement the same as an operating agreement?","No. An operating agreement governs the ongoing internal management of the LLC — member voting, manager authority, profit allocation, and dissolution. An investment agreement documents the specific transaction in which a new investor purchases membership units. The two documents work together: the investment agreement creates the investor's rights, and the operating agreement — amended simultaneously — gives those rights ongoing legal effect within the LLC.\n",{"question":413,"answer":414},"Does issuing membership interests in an LLC require securities compliance?","Generally yes. Membership interests are typically treated as securities under US federal law, meaning their offer and sale must either be registered with the SEC or qualify for an exemption. Most small-business LLC raises use Regulation D Rule 506(b) — which limits investors to up to 35 non-accredited sophisticated investors and an unlimited number of accredited investors — or Rule 506(c), which permits general solicitation but requires verified accredited investors only. A Form D must be filed within 15 calendar days of the first sale. Consult a securities attorney for the specific exemption that fits your raise.\n",{"question":416,"answer":417},"What is the difference between an LLC investment agreement and a SAFE?","A SAFE (Simple Agreement for Future Equity) is a convertible instrument — the investor gives the company cash today and receives the right to convert into equity at a future priced round, typically at a discount. No units are issued at signing. An LLC investment agreement issues membership units immediately at a defined valuation. SAFEs are simpler and defer the valuation conversation; LLC investment agreements provide the investor with defined rights and ownership from day one.\n",{"question":419,"answer":420},"What rights should an investor receive in an LLC investment agreement?","The most common investor rights are: economic rights (preferred return and a defined share of distributions and exit proceeds), information rights (quarterly and annual financials within defined deadlines), a right of first refusal on new unit issuances to avoid dilution, tag-along rights to participate in any majority-member exit, and anti-dilution protections in some cases. Governance rights — board seats, observer status, or approval rights over major decisions — are negotiated based on the size of the investment.\n",{"question":422,"answer":423},"Can an LLC have both voting and non-voting membership interests?","Yes. Most states permit LLCs to create multiple classes of membership interest with different voting, economic, or transfer rights, provided the operating agreement authorizes them. Investors in passive or silent partnerships commonly receive non-voting economic interests, while founders retain voting control. The investment agreement must specify which class the investor's units fall into, and the operating agreement must define the rights of each class in detail.\n",{"question":425,"answer":426},"What is a distribution preference and how does it work in an LLC?","A distribution preference gives one class of membership interest the right to receive cash distributions — from operations or a sale — before other classes receive anything. For example, an investor with a 10% cumulative preferred return must receive that return on their unreturned capital before common members share in profits. After the preferred return is satisfied, remaining distributions are split at a negotiated ratio. The preference can be non-cumulative (unpaid returns don't accrue) or cumulative (unpaid returns compound until paid).\n",{"question":428,"answer":429},"What happens if an LLC takes on a new investor without a signed investment agreement?","Without a signed agreement, the investor's rights — economic, governance, and transfer-related — depend entirely on whatever the existing operating agreement says about admitting new members. In most cases, the operating agreement either requires all-member consent without specifying the economic terms or is silent on the issue. This creates disputes about ownership percentage, what distributions the investor is entitled to, and whether they have any governance rights at all. Courts in most states will attempt to fill gaps, but the outcome is unpredictable.\n",{"question":431,"answer":432},"Do I need a lawyer to prepare an LLC investment agreement?","For straightforward angel investments in simple LLCs, a well-drafted template reviewed by an attorney is often sufficient. Engage a securities or business lawyer when the raise involves complex waterfall structures, institutional investors, cross-border capital, or convertible features. A 2–4 hour attorney review of a completed template typically costs $600–$1,500 and is worthwhile for any investment above $50,000 or any deal where the investor will receive governance rights.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Real estate","industry-real-estate","Passive investors hold non-voting economic interests with preferred returns and a defined equity split on property sale, structured as a waterfall tied to project-level cash flows.",{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","Investor units typically include anti-dilution protections, a pro-rata right to participate in future rounds, and information rights covering MRR, churn, and quarterly P&L.",{"industry":443,"icon_asset_id":444,"specifics":445},"Food and beverage","industry-food-beverage","Restaurant and CPG LLC investments commonly include a preferred cash-on-cash return of 8–12% before profits are split, with drag-along rights to facilitate a brand acquisition.",{"industry":447,"icon_asset_id":448,"specifics":449},"Professional services","industry-professional-services","Silent investors in law firms, accounting practices, or consulting LLCs require carefully drafted non-participation clauses to avoid professional licensing violations in states that restrict non-lawyer or non-CPA ownership.",[451,454,457,460],{"vs":48,"vs_template_id":452,"summary":453},"limited-liability-company-(llc)-operating-agreement-D13067","An operating agreement governs the ongoing management, voting, and economic rights of all members of the LLC — it is the LLC's constitutional document. An investment agreement documents a specific capital transaction and the rights the new investor receives. The two must be executed together: the investment agreement creates the rights; the amended operating agreement gives them permanent, internal effect.",{"vs":228,"vs_template_id":455,"summary":456},"","A membership interest purchase agreement covers the sale of existing units from one member to another or to a third party — no new units are issued and no new capital enters the company. An LLC investment agreement involves the company issuing new units in exchange for fresh capital, which dilutes existing members and changes the LLC's total capitalization.",{"vs":121,"vs_template_id":458,"summary":459},"convertible-note-agreement-D13456","A convertible note is a debt instrument that converts into equity at a future priced round — the investor lends money now and receives units later, typically at a discount. An LLC investment agreement issues units immediately at a defined valuation, giving the investor ownership and rights from day one. Convertible notes are simpler and defer valuation; investment agreements provide certainty of ownership.",{"vs":107,"vs_template_id":461,"summary":462},"limited-partnership-agreement-D12840","A limited partnership agreement governs an LP structure where limited partners contribute capital and have no management role, while a general partner manages operations and bears liability. An LLC investment agreement operates within an LLC structure, where all members have limited liability and governance rights are defined by contract rather than by statutory general-partner authority.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Simple angel or friends-and-family rounds under $100K with a single non-institutional investor","Free","1–2 hours",{"best_for":469,"cost":470,"time":471},"Rounds of $50K–$500K with accredited investors, preferred return structures, or governance rights","$600–$1,500","3–5 business days",{"best_for":473,"cost":474,"time":475},"Institutional investors, complex waterfall structures, cross-border capital, or rounds above $500K with multiple investors","$2,500–$10,000+","2–4 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","Membership interests are securities under federal and most state laws — issuances must be registered or exempt, typically under Regulation D Rule 506(b) or 506(c). A Form D must be filed with the SEC within 15 calendar days of first sale. State blue sky laws vary: some require parallel notice filings in the investor's home state. California, New York, and Texas impose the most active state-level securities oversight.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canada does not have a direct LLC equivalent — the analogous entity is a limited partnership or, in some provinces, a corporation. British Columbia and Alberta permit unlimited liability companies (ULCs) that US investors sometimes use for cross-border structures. Securities regulations are province-specific; an offering to Canadian investors typically requires reliance on a prospectus exemption under the relevant provincial Securities Act, with a corresponding report of exempt distribution filed within 10 days of closing.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","UK law does not recognize the US LLC form directly. Investors and companies using this agreement with a UK nexus typically do so in the context of a US LLC with UK-resident investors. UK investors receiving securities of a non-UK entity must consider whether the Financial Promotions Order applies, which restricts who can receive and act on investment promotions. Qualified investors or high-net-worth individuals may fall under applicable exemptions.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU member states do not recognize the US LLC as a domestic entity type, but EU-resident investors may participate in US LLC investment rounds subject to applicable national securities law and the EU Prospectus Regulation. GDPR obligations apply to any personal data collected during investor onboarding. Cross-border distributions from a US LLC to EU investors may trigger withholding tax considerations under the applicable US tax treaty.",[498,243,246,232,499,500,501,502,503,504,505,506],"llc-operating-agreement-D5209","non-disclosure-agreement-nda-D12692","adhesion-to-the-unanimous-shareholder-agreement-D848","subscription-agreement-D12537","term-sheet-D473","joint-venture-agreement-D889","buy-sell-agreement-D12611","promissory-note-D434","articles-of-incorporation-not-for-profit-organization-D999",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":99,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":519},"equity-and-mergers","agreement","general","startup",[514,515,516,517,518],"equity","fundraising","llc-investment","membership-interests","capital-contribution",0.92,"\u003Ch2>What is an LLC Investment Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>LLC Investment Agreement\u003C/strong> is a legally binding contract under which an investor contributes capital to a limited liability company and receives newly issued membership units in return. The agreement fixes the terms of the transaction — the dollar amount of the contribution, the number and class of units issued, the pre-money and post-money valuation, the investor's economic rights (including any distribution preference), governance and information rights, and the restrictions that govern future transfers of those units. Because LLC membership interests are treated as securities under US federal law, the agreement also incorporates the investor representations needed to establish a valid securities exemption, most commonly under Regulation D. It works in tandem with the LLC's operating agreement, which must be amended at closing to reflect the new investor's unit class and rights.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Accepting an investor's money into an LLC without a signed investment agreement leaves every material term of the deal unresolved — how much of the company the investor owns, what they are entitled to receive in distributions and on a sale, whether they have any vote, and what happens if they want to sell their units. Courts in most states will attempt to fill those gaps using statutory defaults or the existing operating agreement, but the outcome is rarely what either party intended. Beyond protecting the founders, the agreement protects the investor: without documented unit count, pricing, and waterfall terms, an investor contributing $250,000 has no written basis to claim their preferred return or block a dilutive new issuance. The securities compliance provisions — accredited investor reps and the Regulation D framework — also protect the company from rescission claims that can arise when unregistered securities are sold to unqualified buyers. A properly executed LLC investment agreement, paired with an amended operating agreement and a timely Form D filing, closes all of these gaps before the wire clears.\u003C/p>\n",1781185949074]