What is the name of your state (only U.S. law)? Virginia
I recently left a band that I was a part of for the past eight years. About four or five years ago we all signed a contract making us equal partners in LLC. Since this contract was signed the band has changed its name, so my first question is whether or not this contract is still valid or not, legally. Would the contract ever need to be renewed, with or without a name change?
My second question is this: Do I have any rights to royalties as an ex-partner? The old contract entitles me to songwriter's royalties but says nothing about arranger's or performer's royalties. I would think it fair that I get all the royalties due to me since I never waived my right to them, but I was also never granted rights to them explicitly, either.
This is the contract here:
LLC-1014 COMMONWEALTH OF VIRGINIA
(07/04) STATE CORPORATION COMMISSION
ARTICLES OF AMENDMENT TO AMEND AND/OR RESTATE THE ARTICLES OF ORGANIZATION OF A DOMESTIC LIMITED LIABILITY COMPANY
AMENDED AND/OR RESTATED ARTICLES OF ORGANIZATION OF
Special Ed & the Shortbus LLC
The undersigned limited liability company, pursuant to Title 13.1, Chapter 12, Article 2 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:
ONE
The name of the limited liability company is Special Ed & the Shortbus LLC .
TWO
Amendments
All profits will be split evenly between the all owners of SPED. The remaining 40% will be deposited into the corporation bank account.
If a owner decides to leave the LLC, they will be entitled to receive the standard songwriters’ fee for any song wherein he is credited as songwriter on all remaining recorded CD’s by Special Ed and the Shortbus (SPED). This fee is currently $.008 per song/per unit.
Should a repressing of CD’s be done following the owner’s leaving, he will be paid the standard fee again for all newly pressed CD’s.
If a new member wants to join SPED, all members of he company will resign this document, agreeing to all terms set out herein. He/she will then be entitled to an equal share of all profits.
Each owner will receive a K-1 for all income received from SPED; he will be responsible for his own tax expenses. This includes such items as instrument strings, mileage on personal vehicles, and similar things.
SPED will provide transportation to gigs in the LLC-owned van, as well as food and lodging expenses while on the road.
Josh Bearman will act as a member of SPED, and also as the manager of the business and affairs of SPED LLC. Should SPED hire a third party as a booker of gigs or band manager, Josh Bearman will act as primary liaison, and as the Chairman of SPED.
For his extra services, Josh Bearman will receive an extra 5% on all gigs booked by him. Any other member who books a gig will receive 5% if the gig nets greater than $1000.
All amendments are subject to change by a majority vote by the owners.
THREE
The foregoing amendment(s) to and/or restatement of the articles of organization was (were) adopted on .
FOUR
The amendment(s) to and/or restatement of the articles of organization was (were) approved:
X : By all of the members [or, by the sole member].
: By a majority vote of the members entitled to vote.
: By a vote of at least [insert the supermajority fraction or percentage] of the members entitled to vote as required by the articles of organization.
: By the person(s) who formed the limited liability company. Member action was not required because the limited liability company was formed without any members and no members have been admitted.
FIVE
Josh Bearman has been given the rights of management over the business and affairs of SPED as evidenced by the signatures in amendment #6.
Executed in the name of the limited liability company by:
Josh Bearman Manager/Member
804-230-1130
SIX
The undersigned agree to the terms laid out in the previous amendments 1-5.
____________________________________ ________________________________________
____________________________________ ________________________________________
____________________________________ ________________________________________
____________________________________ ________________________________________
____________________________________ ________________________________________
____________________________________ ________________________________________
INSTRUCTIONS
Guideform LLC-1014 has been produced by the Commission as a guide to help you prepare the limited liability company’s articles of amendment. Please note, however, that this guideform will not be accepted with the blanks filled in. You must separately type your articles, using this form as a guide, inserting appropriate information and omitting unneeded provisions (such as the italicized text).
You can download this form from our website at www.state.va.us/scc/division/clk/fee_bus.htm.
The articles must be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos.
If the articles of amendment contain a restatement of the articles of organization, the restated articles of organization supersede the original articles of organization and all amendments thereto.
If the purpose of the amendment is to change the name of the limited liability company, set forth the current name in the caption and in paragraph ONE. Set forth the limited liability company’s new name in paragraph TWO.
If the limited liability company has members, the members must approve the amendment. See § 13.1-1014 of the Code of Virginia.
The amendment must be signed by a manager or other person who has been delegated the right and power to manage the business and affairs of the limited liability company, or if no managers or such other persons have been selected, by any member of the limited liability company, or if the limited liability company has been formed without any members and no members have been admitted, by one or more of the persons who formed the limited liability company, or if the limited liability company is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. See § 13.1-1003 of the Code of Virginia.
IMPORTANT: If the articles are not being signed by a manager, member or court-appointed fiduciary, the articles may only be signed by a person who has been delegated the right and power to manage the business and affairs of the limited liability company, and this must be set forth in the articles. See paragraph 5. The delegation of the right and power to manage the business and affairs of the limited liability company will not be inferred from execution of the articles by a person with the title of “president” or other officer of the limited liability company.
It is a Class 1 misdemeanor for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing.
The registered office and/or registered agent cannot be changed by an amendment to or a restatement of the articles of organization. This change may only be accomplished by filing a statement of change of a registered office and/or registered agent on form LLC-1016. Please contact the Commission to obtain this form.
The Commission cannot file or issue with respect to any limited liability company any certificate referred to in the Virginia Limited Liability Company Act until all fees to be collected by the Commission under the Act have been paid by or on behalf of such limited liability company pursuant to § 13.1-1065 of the Code of Virginia.
Submit the original amendment to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $25.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.
I recently left a band that I was a part of for the past eight years. About four or five years ago we all signed a contract making us equal partners in LLC. Since this contract was signed the band has changed its name, so my first question is whether or not this contract is still valid or not, legally. Would the contract ever need to be renewed, with or without a name change?
My second question is this: Do I have any rights to royalties as an ex-partner? The old contract entitles me to songwriter's royalties but says nothing about arranger's or performer's royalties. I would think it fair that I get all the royalties due to me since I never waived my right to them, but I was also never granted rights to them explicitly, either.
This is the contract here:
LLC-1014 COMMONWEALTH OF VIRGINIA
(07/04) STATE CORPORATION COMMISSION
ARTICLES OF AMENDMENT TO AMEND AND/OR RESTATE THE ARTICLES OF ORGANIZATION OF A DOMESTIC LIMITED LIABILITY COMPANY
AMENDED AND/OR RESTATED ARTICLES OF ORGANIZATION OF
Special Ed & the Shortbus LLC
The undersigned limited liability company, pursuant to Title 13.1, Chapter 12, Article 2 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:
ONE
The name of the limited liability company is Special Ed & the Shortbus LLC .
TWO
Amendments
All profits will be split evenly between the all owners of SPED. The remaining 40% will be deposited into the corporation bank account.
If a owner decides to leave the LLC, they will be entitled to receive the standard songwriters’ fee for any song wherein he is credited as songwriter on all remaining recorded CD’s by Special Ed and the Shortbus (SPED). This fee is currently $.008 per song/per unit.
Should a repressing of CD’s be done following the owner’s leaving, he will be paid the standard fee again for all newly pressed CD’s.
If a new member wants to join SPED, all members of he company will resign this document, agreeing to all terms set out herein. He/she will then be entitled to an equal share of all profits.
Each owner will receive a K-1 for all income received from SPED; he will be responsible for his own tax expenses. This includes such items as instrument strings, mileage on personal vehicles, and similar things.
SPED will provide transportation to gigs in the LLC-owned van, as well as food and lodging expenses while on the road.
Josh Bearman will act as a member of SPED, and also as the manager of the business and affairs of SPED LLC. Should SPED hire a third party as a booker of gigs or band manager, Josh Bearman will act as primary liaison, and as the Chairman of SPED.
For his extra services, Josh Bearman will receive an extra 5% on all gigs booked by him. Any other member who books a gig will receive 5% if the gig nets greater than $1000.
All amendments are subject to change by a majority vote by the owners.
THREE
The foregoing amendment(s) to and/or restatement of the articles of organization was (were) adopted on .
FOUR
The amendment(s) to and/or restatement of the articles of organization was (were) approved:
X : By all of the members [or, by the sole member].
: By a majority vote of the members entitled to vote.
: By a vote of at least [insert the supermajority fraction or percentage] of the members entitled to vote as required by the articles of organization.
: By the person(s) who formed the limited liability company. Member action was not required because the limited liability company was formed without any members and no members have been admitted.
FIVE
Josh Bearman has been given the rights of management over the business and affairs of SPED as evidenced by the signatures in amendment #6.
Executed in the name of the limited liability company by:
Josh Bearman Manager/Member
804-230-1130
SIX
The undersigned agree to the terms laid out in the previous amendments 1-5.
____________________________________ ________________________________________
____________________________________ ________________________________________
____________________________________ ________________________________________
____________________________________ ________________________________________
____________________________________ ________________________________________
____________________________________ ________________________________________
INSTRUCTIONS
Guideform LLC-1014 has been produced by the Commission as a guide to help you prepare the limited liability company’s articles of amendment. Please note, however, that this guideform will not be accepted with the blanks filled in. You must separately type your articles, using this form as a guide, inserting appropriate information and omitting unneeded provisions (such as the italicized text).
You can download this form from our website at www.state.va.us/scc/division/clk/fee_bus.htm.
The articles must be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos.
If the articles of amendment contain a restatement of the articles of organization, the restated articles of organization supersede the original articles of organization and all amendments thereto.
If the purpose of the amendment is to change the name of the limited liability company, set forth the current name in the caption and in paragraph ONE. Set forth the limited liability company’s new name in paragraph TWO.
If the limited liability company has members, the members must approve the amendment. See § 13.1-1014 of the Code of Virginia.
The amendment must be signed by a manager or other person who has been delegated the right and power to manage the business and affairs of the limited liability company, or if no managers or such other persons have been selected, by any member of the limited liability company, or if the limited liability company has been formed without any members and no members have been admitted, by one or more of the persons who formed the limited liability company, or if the limited liability company is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. See § 13.1-1003 of the Code of Virginia.
IMPORTANT: If the articles are not being signed by a manager, member or court-appointed fiduciary, the articles may only be signed by a person who has been delegated the right and power to manage the business and affairs of the limited liability company, and this must be set forth in the articles. See paragraph 5. The delegation of the right and power to manage the business and affairs of the limited liability company will not be inferred from execution of the articles by a person with the title of “president” or other officer of the limited liability company.
It is a Class 1 misdemeanor for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing.
The registered office and/or registered agent cannot be changed by an amendment to or a restatement of the articles of organization. This change may only be accomplished by filing a statement of change of a registered office and/or registered agent on form LLC-1016. Please contact the Commission to obtain this form.
The Commission cannot file or issue with respect to any limited liability company any certificate referred to in the Virginia Limited Liability Company Act until all fees to be collected by the Commission under the Act have been paid by or on behalf of such limited liability company pursuant to § 13.1-1065 of the Code of Virginia.
Submit the original amendment to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $25.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.
