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HomeMy WebLinkAboutHH Holdings LLC Organization Docs V1�fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Bete: n� of oeooa�o<e. Permit Number. Organization Documents HH Holdings LLC I b-0 a��' arrr rr CERTIFIED PUBLIC ACCOUNTANTS 3023 E. Copper Point Dr., Ste. 111 Meridian, ID 83642 (208)350-7304 �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Date: n� of oeooa�o<e. Permit Number. Table of Contents 1. Certificate of Organization 2. Employer Identification Number (EIN) Letter from IRS 3. Operating Agreement 4. Minutes of First Meeting 5. Waiver of Notice of First Meeting 6. Membership Listing 7. Idaho Registration 8. 5 Corporation Election (Form 2553) 9. Going Forward, General Business Considerations 10. Form W-9 STATE OF IDAHO Office of the secretary of state, Lawerence Denney CERTIFICATE OF ORGANIZATION LIMITED LIABILITY COMPANY Idaho Secretary of State PO Box 83720 Boise, ID 83720-0080 (208) 334-2301 Filing Fee: $100.00 Certificate of Organization Limited Liability Company Select one: Standard, Expedited or Same Day Service (see Standard (filing fee $100) descriptions below) 1. Limited Liability Company Name Type of Limited Liability Company Limited Liability Company Entity name HH Holdings LLC 2. The complete street address of the principal office is: Principal Office Address 1302 N 10TH ST BOISE, ID 83702 3. The mailing address of the principal office is: Mailing Address 4. Registered Agent Name and Address Registered Agent 1302 N 10TH ST BOISE, ID 83702-4137 HEIDI HAISLMAIER Registered Agent Physical Address 6069 CORPORAL LANE BOISE, ID 83704 Mailing Address 0004071451 For Office Use Only -FILEID- File #: 0004071451 Date Filed. 11/19/2020 2:05:45 PM ® I affirm that the registered agent appointed has consented to serve as registered agent for this entity. 5. Governors Name Address Nathan Haislmaier 1302 N 10TH ST BOISE, ID 83702 Heidi Haislmaier 1302 N 10TH ST BOISE, ID 83702 Signature of Organizer: Nathan hais/maier Sign Here 1111912020 Date UJI C) Cn (^ '' C1 ' I H CTI J lV l-- I—' H N CD IN CD N CD Q0 rd id n CD C (D U (D (D Pagc 1 of I Cf E IDEZ IAN— APPROVED e<vi,�e n,.<em..e �o m�e ooPa=:. coa � rea�o-<aio mWi<�:n �a� 1� Date: m� o Permit Number. DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 HH HOLDINGS LLC HH HOLDINGS NATHAN HAISLMAIER SOLE MBR 1302 N 10TH ST BOISE, ID 83702 Date of this notice: 11-19-2020 Employer Identification Number: 85-3970861 Form: SS-4 Number of this notice: CP 575 G For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 85-3970861. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN. * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this EIN on your tax -related correspondence and documents. If you have questions about your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Your name control associated with this EIN is HHHO. You will need to provide this information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. C IfE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Date: n� of oeooa�o<e. Permit Number. (IRS USE ONLY) 575G 11-19-2020 HHHO 0 9999999999 SS-4 Keep this part for your records Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 G (Rev. 7-2007) CP 575 G MMMENNNEM Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 11-19-2020 ( ) - EMPLOYER IDENTIFICATION NUMBER: 85-3970861 FORM: SS-4 NOBOD INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 1111111111111111111111111111111111111111111111111111 HH HOLDINGS LLC HH HOLDINGS NATHAN HAISLMAIER SOLE MBR 1302 N 10TH ST BOISE, ID 83702 �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Date: n� of oeooa�o<e. Permit Number. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR HH Holdings LLC A Manager -Managed Limited Liability Company ARTICLE I Company Formation 1.1 FORMATION. The Members hereby form a Limited Liability Company ("Company") subject to the provisions of the Limited Liability Company Act as currently in effect as of this 19th day of November, 2020. Articles of Organization shall be filed with the Idaho Secretary of State. 1.2 NAME. The name of the Company shall be: HH Holdings LLC. 1.3 REGISTERED AGENT. The name and location of the registered agent of the Company shall be: Nathan Haislmaier 1302 N 10th St Boise, ID 83702 1.4 TERM. The Company shall continue for a perpetual period. However, dissolution can be initiated by one of the following items: (a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or (b) Any event which makes it unlawful for the business of the Company to be carried on by the Members; or (c) The death, resignation, expulsion, bankruptcy, retirement of a Member or the occurrence of any other event that terminates the continued membership of a Member of the Company; or (d) Any other event causing dissolution of this Limited Liability Company under the laws of the State of Idaho. 1.5 CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.4, in the event of an occurrence described in ARTICLE 1.4(c), if there are at least one remaining �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Date: n� of oeooa�o<e. Permit Number. 1.6 1.7 10i Members, said remaining Members shall have the right to continue the business of the Company. Such right can be exercised only by the unanimous vote of the remaining Members within ninety (90) days after the occurrence of an event described in ARTICLE 1.4(c). If not so exercised, the right of the Members to continue the business of the Company shall expire. BUSINESS PURPOSE. The purpose of the Company is to assist in the creation and production of marketable products. PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the Company shall be: 1302 N 10th St Boise, ID 83702 Principal place of business may be changed to a new location by the Manager. THE MEMBER. The name and place of residence of each member are contained in Exhibit 2 attached to this Agreement. 1.9 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in the Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company, without the prior unanimous written consent of the Member(s). ARTICLE II Capital Contributions 2.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company capital as described in Exhibit 3 attached to this Agreement. The agreed total value of such property and cash is $0.00 (zero). 2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be obligated to make any additional contribution to the Company's capital. I±\:i d 15411 a I I I Profits, Losses and Distributions 3.1 PROFITS/LOSSES. For financial accounting and tax purposes the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Exhibit 2 as amended from time to time in accordance with Treasury Regulation 1.704-1. �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon oe�e: n� of oeooa�o<e. DISTRIBUTIONS. The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Manager/s. Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in Treasury Regulation 1.704-1(b)(2)(ii)(d). ARTICLE IV Management 4.1 MANAGEMENT OF THE BUSINESS. The name and place of residence of each Manager is attached as Exhibit 1 of this Agreement. By a vote of the Members holding a majority of the capital interests in the Company, as set forth in Exhibit 2 as amended from tirne to time, shall elect so many Managers as the Member(s) determine, but no fewer than one, with one Manager elected by the Members as Chief Executive Manager. The elected Manager(s) may either be a Member or Non -Member. 4.2 MEMBERS. The liability of the Members shall be limited as provided pursuant to applicable law. Members that are not Managers shall take no part whatever in the control, management, direction, or operation of the Company's affairs and shall have no power to bind the Company. The Managers may from time to time seek advice from the Members, but they need not accept such advice, and at all times the Managers shall have the exclusive right to control and manage the Company. No Member shall be an agent of any other Member of the Company solely by reason of being a Member. 4.3 POWERS OF MANAGERS. The Managers are authorized on the Company's behalf to make all decisions as to (a) the sale, development lease or other disposition of the Company's assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management of all or any part of the Company's assets; (d) the borrowing of money and the granting of security interests in the Company's assets; (e) the pre -payment, refinancing or extension of any loan affecting the Company's assets; (f ) the compromise or release of any of the Company's claims or debts; and, (g) the employment of persons, firms or corporations for the operation and management of the company's business. In the exercise of their management powers, the Managers are authorized to execute and deliver (a) all contracts, conveyances, assignments leases, sub -leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company's assets; (b) all checks, drafts and other orders for the payment of the Company's funds; (c) all promissory notes, loans, security agreements and other similar documents; and, (d) all other instruments of any other kind relating to the Company's affairs, whether like or unlike the foregoing. �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon oe�e: n� of oeooa�o<e. 4.5 CHIEF EXECUTIVE MANAGER. The Chief Executive Manager shall have primary responsibility for managing the operations of the Company and for effectuating the decisions of the Managers. NOMINEE. Title to the Company's assets shall be held in the Company's name or in the name of any nominee that the Managers may designate. The Managers shall have power to enter into a nominee agreement with any such person, and such agreement may contain provisions indemnifying the nominee, except for his willful misconduct. 4.6 COMPANY INFORMATION. Upon request, the Managers shall supply to any member information regarding the Company or its activities. Each Member or his authorized representative shall have access to and may inspect and copy all books, records and materials in the Manager's possession regarding the Company or its activities. The exercise of the rights contained in this ARTICLE 4.6 shall be at the requesting Member's expense. 4.7 EXCULPATION. Any act or omission of the Managers, the effect of which may cause or result in loss or damage to the Company or the Members if done in good faith to promote the best interests of the Company, shall not subject the Managers to any liability to the Members. 4.8 INDEMNIFICATION. The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to -the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no to Contendere" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful. 4.9 RECORDS. The Managers shall cause the Company to keep at its principal place of business the following: (a) a current list in alphabetical order of the full name and the last known street address of each Member; �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Date: n� of oeooa�o<e. Permit Number. 5.1 5.2 6.1 (b) a copy of the Certificate of Formation and the Company Operating Agreement and all amendments; (c) copies of the Company's federal, state and local income tax returns and reports, if any, for the three most recent years; (d) copies of any financial statements of the limited liability company for the three most recent years. ARTICLE V Compensation MANAGEMENT FEE. Any Manager rendering services to the Company shall be entitled to compensation commensurate with the value of such services. REIMBURSEMENT. The Company shall reimburse the Managers or Members for all direct out-of-pocket expenses incurred by them in managing the Company. ARTICLE VI Bookkeeping BOOKS. The Managers shall maintain complete and accurate books of account of the Company's affairs at the Company's principal place of business. Such books shall be kept on such method of accounting as the Managers shall select. The company's accounting period shall be the calendar year. 6.2 MEMBER'S ACCOUNTS. The Managers shall maintain separate capital and distribution accounts for each member. Each member's capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1.704-1(b)(2)(iv) and shall consist of his initial capital contribution increased by: (a) any additional capital contribution made by him/her; (b) credit balances transferred from his distribution account to his capital account; and decreased by: (a) distributions to him/her in reduction of Company capital; (b) the Member's share of Company losses if charged to his/her capital account. 6.3 REPORTS. The Managers shall close the books of account after the close of each calendar year, and shall prepare and send to each member a statement of such Member's distributive share of income and expense for income tax reporting purposes. �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Date: n� of oeooa�o<e. Permit Number. ARTICLE VII Transfers 7.1 ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of all or any part of his interest in the Company, such Member shall first make a written offer to sell such interest to the other Members at a price determined by mutual agreement. If such other Members decline or fail to elect such interest within thirty (30) days, and if the sale or assignment is made and the Members fail to approve this sale or assignment unanimously then, pursuant to the applicable law, the purchaser or assignee shall have no right to participate in the management of the business and affairs of the Company. The purchaser or assignee shall only be entitled to receive the share of the profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled. �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Date: n� of oeooa�o<e. Permit Number. CERTIFICATE OF FORMATION This Company Operating Agreement is entered into and shall become effective as of the Effective Date by and among the Company and the persons executing this Agreement as Members. It is the Members express intention to create a limited liability company in accordance with applicable law, as currently written or subsequently amended or redrafted. The undersigned hereby agree, acknowledge, and certify that the foregoing operating agreement is adopted and approved by each member, the agreement consisting of 10 pages, constitutes, together with Exhibit 1, Exhibit 2 and Exhibit 3, the Operating Agreement of HH Holdings LLC, adopted by the members as of 19th day of November, 2020. Members: I Signature Percent: 50% -11 SignatureF Percent: 50% Printed Name Nathan Haislmaier Printed Name Heidi Haislmaier �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Date: n� of oeooa�o<e. Permit Number. EXHIBIT 1 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR HH Holdings LLC STING OF MANAGERS By a majority vote of the Members the following Manager(s) were elected to operate the Company pursuant to ARTICLE 4 of the Agreement: Printed Name: Nathan Haislmaier Chief Executive Manager Address: 1302 N 10th St Boise, ID 83702 Printed Name: Heidi Haislmaier Managing Member Address: 1302 N 10th St Boise, ID 83702 The above listed Manager(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation. Signed and agreed this 19th day of November, 2020. r Signature of Member r Signature of Merr%er Printed Name Nathan Haislmaier Printed Name Heidi Haislmaier �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � on�io rePon Date: n� of oeooa�o<e. Permit Number. EXHIBIT 2 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR HH Holdings LLC LISTING OF MEMBERS As of the 19th day of November, 2020 the following is a list of Members of the Company: Name: Nathan Haislmaier Percent: 50% Address: 1302 N 10th St Boise, ID 83702 Name: Heidi Haislmaier Percent: 50% Address: 1302 N 10th St Boise, ID 83702 Authorized by Member(s) to provide Member Listing as of this 19th day of November, 2020. Signature'of Member e Signature of Member �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Date: n� of oeooa�o<e. Permit Number. FXHIRIT :t LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR HH Holdings LLC CAPITAL CONTRIBUTIONS Pursuant to ARTICLE 2, the Members' initial contribution to the Company capital is stated to be $0.00. The description and each individual portion of this initial contribution are as follows: Signed and agreed this 19th day of November, 2020. Member t 4 Member �fE IDEZ IAN— APPROVED e<Pi,�e n,.<em..e ro m�e ooPa=:. coa � >on�io eo<o r,na Poa�o�< rePon Date: n� of oeooa�o<e. Permit Number. MINUTES OF FIRST MEETING OF MEMBERS OF HH Holdings LLC The first meeting of the Members of the above captioned Limited Liability Company was held on the date, time and at the set forth in the written Waiver of Notice signed by all the Members, fixing such time and place, and affixed to the minutes of this meeting. There were present the following: • Nathan Haislmaier • Heidi Haislmaier being all the Members. The meeting was called to order by Nathan Haislmaier. It was moved and unanimously carried, that Nathan Haislmaier, act as Chairman, and that Nathan Haislmaier, act as Secretary. The meeting then proceeded to the election of officers. Upon nominations duly made and seconded, the following were elected and qualified: Managing Member Secretary Treasurer: Nathan Haislmaier Heidi Haislmaier Nathan Haislmaier The Secretary presented to the meeting: (1) Copy of the Certificate of Organization (2) Copy of the proposed Operating Agreement of the Company. Waiver of Notice The Member(s) presented the waiver of notice of the meeting signed by all of the Members and placed such waiver in the company records. Adoption of Operating Agreement The Operating Agreement of the Company which had been approved by the organizers was presented to the Managing Member. They were read, section by section, and were adopted and approved and ordered to be lodged into the company records.