Wealth Management Services Ltd.- Antigua & Barbuda Managment

LLC ACT V

Part I

Part II

Part V - Members

42. Admission of members
43. Classes and series of members’ interests
44. Operating agreement
45. Action by written consent and proxies
46. Transferability of interest
47. Substituted member
48. Option to purchase company interest
49. Rights of assignees

PART V - MEMBERS

42. Admission of members

(1) At the time a limited liability company is formed, a person becomes a member upon compliance with the operating agreement.
(2) A person may be admitted as an additional member as follows:
- (a) if the person is acquiring an interest in the limited liability company directly from the limited liability company, on the manager’s written acknowledgment or acceptance of the person's admission under the applicable provisions of the operating agreement, or if the operating agreement does not contain such a provision, on the consent of all members;
- (b) if the person is an assignee of all or part of a member's interest in a limited liability company, on the terms provided in an operating agreement or, if the operating agreement does not contain such a provision, on the approval or consent of all members;
- (c) if the person is an assignee of an interest in the limited liability company of a member who has the power under an operating agreement to grant the assignee the right to become a member, on the exercise of the power in compliance with the conditions governing the member's exercise of the power; and
- (d) if there are no members and all of the assignees consent in writing to the admission of one or more persons as a member or members, unless otherwise provided in the operating agreement.
- (3) A limited liability company need not have more than one member.

43. Classes and series of members’ interests

(1) Members' interests in a limited liability company may be
- (a) of one or more classes or one or more series within any class;
- (b) with voting powers, full or limited, or without voting powers; and
- (c) with designations, preferences, rights, qualifications, limitations or restrictions as stated in the operating agreement.
(2) A limited liability company may provide in its operating agreement for one or more classes or series of members' interests which are redeemable, in whole or in part, at the option of the limited liability company at the price, within the period and under the conditions stated in the operating agreement.
(3) Unless otherwise provided in an operating agreement, all members’ interests in a limited liability company shall be one class or series with the same rights and responsibilities.

44. Operating agreement

(1) The members of a limited liability company may adopt an operating agreement in writing.
(2) Unless otherwise provided by the operating agreement, all or part of an operating agreement may be subsequently repealed or amended by agreement or consent of all of the members or by all of the managers or by a specified portion of the members or managers.
(3) An operating agreement governs relations among and between the members, the managers and the limited liability company, and may contain any provision that is not contrary to law and that relates to any business of the limited liability company, the conduct of its affairs, its rights, duties or powers and the rights, duties or powers of its members, managers, officers, employees or agents, including
- (a) whether the management of the limited liability company is vested in one or more managers and, if so, the powers to be exercised by them;
- (b) creating classes or groups of members with various rights, powers and duties and providing for the future creation of additional classes or groups of members with relative rights, powers and duties superior, equal to, or inferior to existing classes and groups of members;
- (c) respecting the exercise or division of management or voting rights among different classes or groups of members or managers on a per capita or other basis;
- (d) relating to notice of the time, place and purpose of any meeting at which a matter requiring a vote, approval or consent of members or managers is required is to be voted on, waiver of notice, action by consent without a meeting, the establishment of a record date, quorum requirements, authorisations by proxy or any other matter concerning the exercise of voting or approval rights; and
- (e) restrictions on the transfer of and option rights to acquire or sell any member's interest in the limited liability company.
(4) The High Court may enforce an operating agreement by injunction or by any other relief that the High Court in its discretion determines to be fair and appropriate in the circumstances.

45. Action by written consent and proxies

(1) Unless otherwise specified in an operating agreement, any action to be taken by the members or managers may be taken by a consent in writing, stating the action so taken and signed by all the members or managers.
(2) Unless otherwise provided in an operating agreement, a member, but not a manager, may designate in writing another person who may act as his or her proxy on any matter or business of the company.
(3) Neither a manager nor the company shall honour any proxy executed as a result of an event of duress.

46. Transferability of interest

(1) Except as otherwise provided by the operating agreement, no member of a limited liability company shall voluntarily transfer all or any part of their member interest at any time without the prior written consent of all the managers, and, if there are no managers, all the non-transferring members.
(2) Unless otherwise provided in the operating agreement, any transfer by a member of all or any part of their interest in the company shall be subject to the option set out in section 48 subject to the exception set out in subsection (3).
(3) A transfer of a membership interest by gift or bequest is not subject to the option described in section 48 but is subject to the other provisions of this Part if the transfer is
- (a) to a member’s immediate family;
- (b) to a trust established by the member for his or her benefit or the benefit of the member’s spouse or lineal descendants; or
- (c) to another entity owned or controlled by the member or his or her family.

47. Substituted member

(1) Unless otherwise provided in the operating agreement, if a member transfers all or any part of his or her interest in the company in compliance with subsection 46(1) or the interest is transferred because of an act or event described in section 51, the transferee shall not have the right to become a substituted member of the limited liability company unless
- (a) a duly executed and acknowledged written instrument of transfer is delivered to the company, setting forth the intention of the transferor that the transferee become a substituted member in his or her place;
- (b) the transferee pays all reasonable expenses connected with the substitution;
- (c) the non-transferring members unanimously consent, in writing, to the substitution of the transferee as a substituted member; and
- (d) a written instrument is executed by the transferee in which the transferee agrees to be bound by the terms of the limited liability company’s operating agreement.
(2) Upon admission to the limited liability company as a substituted member, the transferee shall have the same member interest, the same rights in and to all distributions made by the company in liquidation or otherwise, the same duties and the same share of the company's capital, profits, losses and other distributive items, as the transferring member had, prior to the transfer, with respect to the transferred interest in the company.
(3) Unless otherwise agreed in the operating agreement, upon the transfer and substitution of the transferring member's interest in a limited liability company during any fiscal year, each item of net profits and net losses attributable to the transferred member interest for the period shall be allocated between the transferring member and the transferee by taking into account their varying member interests during the period. All distributions on or before the date of the transfer shall be made to the transferring member and all distributions after that date shall be made to the transferee.
(4) Solely for purposes of making the allocations and distributions, a limited liability company shall, subject to subsection (5), recognise the transfer not later than the end of the calendar month during which the members consented to the transfer.
(5) If the company does not receive a notice stating the date of transfer and any other information the members may require, within thirty days after the end of the accounting period during which the transfer occurs, all such items shall be allocated, and all distributions shall be made, to the person who, according to the books and records of the company, was the owner of the member interest on the last day of the accounting period during which the transfer occurred.
(6) Neither the company nor any other member shall incur any liability for making allocations and distributions in accordance with this section, whether or not any member or the company has knowledge of any transfer of ownership of any member interest.
(7) Upon substitution of a member in compliance with this section,
- (a) the substituted member shall have all the rights, duties and responsibilities that the transferor had prior to the substitution; and
- (b) the transferor shall have none of the rights of a member, but shall continue to have the duty to maintain the confidentiality of confidential information.
(8) Unless otherwise provided in the operating agreement, in the event a member voluntarily or involuntarily transfers all or part of the member’s interest in the limited liability company in violation of this Part or an operating agreement,
- (a) the transferor shall remain a member for all purposes other than in relation to distribution rights; and
- (b) the transferee shall have only the status of an assignee.

48. Option to purchase company interest

(1) Unless otherwise provided in the operating agreement, if a member wishes to dispose of all or part of the member’s interest in a limited liability company to a third party,
- (a) the transferring member shall give written notice to each non-transferring member of the intention to dispose of the interest and the terms and conditions upon which it is proposed to be disposed; and
- (b) the member shall sell the member’s interest in accordance with this section.
(2) The non-transferring members then have the option to purchase all, but not less than all, of the transferring member's interest offered for sale.
(3) A group of non-transferring members representing a majority of the members’ interests may elect to have the company, in lieu of the non-transferring members, exercise the option to purchase all of the transferring member's interest offered for sale. If this occurs, the company shall purchase the member interest in accordance with this section and references to the purchasing members shall be deemed to be references to the company.
(4) Exercise of the option must be made by notice to the transferring member within ninety days of the receipt of the transferring member's notice.
(5) Unless otherwise provided in the operating agreement, the purchase shall be made on the same terms and conditions and be for the same price as that offered to the third party.
(6) If the option is not exercised pursuant to this section, the transferring member may transfer the interest to the person to whom it was originally offered for sale. The purchaser shall not become a member of the company until he or she complies with the operating agreement or, in the absence of an operating agreement, this Act.

49. Rights of assignees

(1) An assignee of a member's interest shall not have a right to interfere or inquire into the management or the administration of a limited liability company or its business or affairs, or to act as a manager or to become a substituted member except in accordance with this Act.
(2) An assignee shall only have the right to receive distributions attributable to the member's interest in the limited liability company and any allocations of profits and losses attributable to the member's interest in accordance with the allocation provisions set out in this Act or an operating agreement.
(3) An assignee may not maintain any action against the limited liability company, its manager or its members except in the High Court and for the sole purpose of determining whether the assignee has received the proper share of distributions.

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