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Insight + analysis on indie film legal issues

Special Purpose LLC (Multi Member)

May 3, 2024 by DeepFocus Law

Special Purpose LLC (Multi Member)

Company Information

The name chosen must be followed by “Limited Liability Company” or an abbreviation thereof (“LLC”). Please note that once the organizing document is filed with the State, the name of the company cannot be changed without a new filing (and related filing fees).
Change principal address
Please indicate the member vote required to approve a change in the company’s principal business address.
Please describe the company’s primary business activity. We typically advise describing the business purpose broadly.
Other purposes
Please indicate the member vote required to approve a significant change in the company’s primary purpose.
Duration
Please indicate either the date or the event that will trigger dissolution of the company. For example, the delivery of a final film for distribution.
Business in other states
Please indicate whether the company will maintain an office or otherwise be required to qualify to do business in another state.
Articles of Organization
Please indicate whether Articles of Organization for the company have already been filed with the applicable Secretary of State.
All LLCs formed in a State must maintain a registered agent in that State. The agent may be either an individual resident in the State or a corporate agent qualified to do business in the State.
Change Registered Agent
Please indicate the member vote required to change the company’s Registered Agent.
Number of members
Entity members
Please indicate whether any initial members of the company are themselves legal entities (another LLC, a corporation, partnership, etc.).
Taxation
Please indicate whether the company will elect to be classified for tax purposes as a subchapter S corporation or retain the default taxation of multi-member LLCs (taxed as a partnership).
Revoke S election
Please indicate the member vote required to approve revocation of the company’s election to be taxed as an S Corporation.
Inadvertent termination of S election
Please indicate the member vote required to approve application for a waiver of the termination under IRC Section 1362(f).
Accounting method
Fiscal year

S Corporation election information

First Member Information

Gender pronouns
Marital status
Please describe any regular interim distributions by the company to the member during a taxable year on the basis of a projection of the member’s share of company income for that year.
Initial capital contribution
In exchange for membership in the company, an initial capital contribution should be made. Contributions should generally be in the form of cash or property. We advise keeping in mind that Inadequate capitalization is both a significant risk for a startup and a factor that could weaken limited liability protection.
Please describe the contributed property. Please note that a property contribution may have tax consequences based on the difference between the property’s current dollar value if purchased at a fair market price when contributed and the property’s cost when it was acquired.

Second Member Information

Last
Second member gender pronouns
Second member marital status
Please describe any regular interim distributions by the company to the member during a taxable year on the basis of a projection of the member’s share of company income for that year.
Second member initial capital contribution
In exchange for membership in the company, an initial capital contribution should be made. Contributions should generally be in the form of cash or property. We advise keeping in mind that Inadequate capitalization is both a significant risk for a startup and a factor that could weaken limited liability protection.
Please describe the contributed property. Please note that a property contribution may have tax consequences based on the difference between the property’s current dollar value if purchased at a fair market price when contributed and the property’s cost when it was acquired.

Third Member Information

Last
Third member gender pronouns
Third member marital status
Please describe any regular interim distributions by the company to the member during a taxable year on the basis of a projection of the member’s share of company income for that year.
Third member initial capital contribution
In exchange for membership in the company, an initial capital contribution should be made. Contributions should generally be in the form of cash or property. We advise keeping in mind that Inadequate capitalization is both a significant risk for a startup and a factor that could weaken limited liability protection.
Please describe the contributed property. Please note that a property contribution may have tax consequences based on the difference between the property’s current dollar value if purchased at a fair market price when contributed and the property’s cost when it was acquired.

Fourth Member Information

Last
Fourth member gender pronouns
Fourth member marital status
Please describe any regular interim distributions by the company to the member during a taxable year on the basis of a projection of the member’s share of company income for that year.
Fourth member initial capital contribution
In exchange for membership in the company, an initial capital contribution should be made. Contributions should generally be in the form of cash or property. We advise keeping in mind that Inadequate capitalization is both a significant risk for a startup and a factor that could weaken limited liability protection.
Please describe the contributed property. Please note that a property contribution may have tax consequences based on the difference between the property’s current dollar value if purchased at a fair market price when contributed and the property’s cost when it was acquired.

Fifth Member Information

Last
Fifth member gender pronouns
Fifth member marital status
Please describe any regular interim distributions by the company to the member during a taxable year on the basis of a projection of the member’s share of company income for that year.
Fifth member initial capital contribution
In exchange for membership in the company, an initial capital contribution should be made. Contributions should generally be in the form of cash or property. We advise keeping in mind that Inadequate capitalization is both a significant risk for a startup and a factor that could weaken limited liability protection.
Please describe the contributed property. Please note that a property contribution may have tax consequences based on the difference between the property’s current dollar value if purchased at a fair market price when contributed and the property’s cost when it was acquired.
Please list names and details for any additional initial members.

Entity Member Information

Please indicate whether any of the members listed above are entity members and provide their information.
Entity member type
plus1 Add minus1 Remove

Limited Liability Company Operations

Company management
Please indicate whether the members will have joint responsibility for managing the company’s business and internal affairs or will appoint one member as manager.
Amend Articles
Please indicate the required member vote to authorize amendment of the Articles of Organization.
Amend Certificate
Please indicate the required member vote to authorize amendment of the Certificate of Organization.
Amend Operating Agreement
Please indicate the required member vote to authorize amendment of the Operating Agreement.
Manager gender pronouns
Manager resignation
Please indicate the number of business days’ notice of resignation required for a manager to resign as manager.
Admit new members
Please indicate the member vote required to authorize grants of membership rights to third parties.
Additional membership rights
Please indicate the member vote required to authorize grants of additional membership rights to existing members.
Compensation
Please indicate the member vote required to amend the compensation and fringe benefits to which members will be entitled.
Agency limits
Please indicate the member vote required to limit a member’s contract-signing authority, authorize incurring debt above a set amount, or delegate the member’s joint management authority.
Please indicate the amount above which a member may not bind the company without the applicable vote on agency limitations.
Permit competition
Please indicate the member vote required to authorize a member to take a disclosed action inconsistent with non-competition with the company.
Business opportunities
Please indicate the number of days after disclosure of a business opportunity that may be of material value to the company that the company may consider the opportunity before the disclosing member may exploit it.
Opportunity action
Please indicate the number of days after the company decides to act on a disclosed opportunity before the disclosing member may exploit it if the company does not act.
Amend promise
Please indicate the member vote required to approve amendment of a term of a member’s promise to make a capital contribution to the Company.
Noncash contribution valuation
Please indicate the member vote required to agree on the value of contributions in a form other than cash.
Revalue capital accounts
Please indicate the required member vote to authorize expenses for revaluation of the capital accounts of the company and members.

Distributions

Authorize distributions
Please indicate the required member vote to authorize distributions (other than tax distributions).
Tax Distributions
Please indicate whether the company will be required to make annual distributions to the members in the amount of their tax liability to enable them to pay income taxes. We generally recommend leaving this a discretionary decision unless tax liability is expected to be significant.

Dissociations and Suspensions

Authorize dissociations
Please indicate the required member vote to authorize another member’s dissociation or suspension.
Entire interest assignment
Please indicate whether a member’s assignment of his or her entire LLC interest to a third party will trigger dissociation.
Member bankruptcy
Please indicate whether a member’s filing for bankruptcy protection will trigger dissociation.
Temporary disability
Please indicate whether temporary disability that substantially prevents a member from performing the member’s responsibilities to the company will trigger dissociation.
Temporary disability period
Please indicate the minimum number of consecutive days required to define a member as disabled for dissociation purposes.
Disability proxy
Please indicate whether as an alternative to dissociation a member with disability or the member’s legal representative may appoint a proxy to exercise the member’s membership rights.
Resignation effective date
Notice of claim
Please indicate the notice period during which a member may give notice that he or she will join a claim brought against the company or one or more other members, or bring the member’s own claim. Failure to give notice before the end of the notice period is w waiver of the right to participate in the claim or bring a later claim based on the same or similar facts.
Exculpation
Please indicate the required member vote to limit or eliminate the liability of a member or of any other person for money damages or for other damages or penalties for any breach of the person’s duties (including fiduciary duties).
Indemnification
Please indicate the member vote required to authorize indemnification for a liability of a member or any other person in respect of a claim relating to the Company’s business or internal affairs.
Advance litigation expenses
Please indicate the required member vote to authorize advancing reasonable mediation, arbitration, and litigation expenses, including reasonable attorneys’ fees, to a current or former member for the defense of a claim against the member in the member’s capacity as a member.

Redemptions and Cross-Purchases

Redemptions
Please indicate the member vote required to authorize the company to redeem a dissociated member’s interest
Buyout after dissociation
Please indicate the number of days after the effective date of a member’s dissociation any redemption or cross-purchase will be closed. We generally advise 120 days.

Membership Rights Transfers

Third party transfers
Please indicate the member vote required to authorize a member to transfer all or a portion of the member’s membership rights to a third party. Membership rights include the ability to exercise the rights and powers of a member. Please check with your ISS Law attorney if you have questions.
Third party pledges
Please indicate the member vote required to authorize a member to pledge all or a portion of the member’s membership rights to a third party as collateral. A pledge is not a transfer of ownership. Please check with your ISS Law attorney if you have questions.

Dissolution, Winding Up, and Liquidation

Dissolution
Please indicate the required member vote to dissolve the company.

Special Purpose LLC (Amended)

July 26, 2023 by DeepFocus Law

Special Purpose LLC (Class Members)

Manager Company Information

The name chosen must be available in the state where the business is being formed and must be followed by “Limited Liability Company” or “LLC”. Please note that once filed, the business name cannot be changed without a new filing and related filing fees.
Manager Company Business Address
Manager Company Business Address
City
State
Zip
Manager Company Members
Manager Company Member Name
Manager Company Member Name
First
Last
Manager Compensation

SPV Company Information

SPV Company Business Address
SPV Company Business Address
City
State
Zip
SPV Company Founder Name
SPV Company Founder Name
First
Last
SPV Company Founder Contribution
Registered Agent
All LLCs must appoint a registered agent to receive any legal process served on the company. A business may act as its own registered agent or appoint a third party to do so (fees may be required). Please choose how you prefer to appoint a registered agent.
Registered Agent Address
Registered Agent Address
City
State
Zip

Project Information

Writer
Writer
First
Last
Screenplay Option

Unit Information

Please provide the date of the Offering Memorandum.
Please provide the minimum dollar amount of the private offering.
Please provide the maximum dollar amount of the private offering.
Please provide the minimum dollar amount required to purchase a share of the SPV company.

Limited Liability Company Operations

Company management
Please indicate whether the company will appoint the member or someone else as its manager for handling day-to-day business. Unless circumstances suggest that a separate manager may be advisable, DeepFocus Law typically recommends that the business be member managed.
Manager gender pronouns

Capital Contribution

Type of contribution
In exchange for membership in the company, an initial capital contribution should be made. Inadequate capitalization is a significant risk factor that could allow a business creditor to reach personal assets. Contributions may be in the form of money, property, services, a promise to make such contributions in the future, or some combination of the above.
A contribution of property may have potential tax consequences based on the difference between the property’s value when contributed and when acquired. Please indicate the current dollar value of the property if purchased at a fair market price.
Please indicate the cost paid for the property when it was acquired. If inherited or received as a gift, please indicate the value as of the date inherited or received.
Please describe the services contributed. Do not include services to be performed as part of the company’s ongoing business but only services resulting in something of value before the company’s organization. For example, intellectual property developed before the company began, market surveys, etc.
Please indicate the value of the services in the approximate amount that would have been paid to you for performing them as an employee.

Producers Legal Program

May 3, 2023 by DeepFocus Law

Please complete the following information about yourself and your project.

Producers Legal Program
Name
Name
First
Last
Address
Address
City
State
Zip
Project Type

A check of our clients for any potential attorney conflicts must be made before your application may be approved. Once we’ve confirmed that we may represent you as a Producers Legal Program client, you’ll receive an email with an attorney engagement letter and payment information. If you are not a current DeepFocus Entertainment Law client, please remember that until our engagement letter is signed and your subscription payment is received, you will not be a client for the Producers Legal Program or any matter. Thank you.

Private Placement Memorandum

January 23, 2023 by DeepFocus Law

This form is to assist us in preparing your Confidential Private Placement Memorandum (“PPM”) and investor subscription documents. Please provide all requested information and contact your DeepFocus Entertainment Law attorney with any questions. Your answers will be kept strictly confidential.

Private Placement Memorandum

Production Company

Please enter the name of the production company that will manage the Special Purpose Vehicle (see below) that will produce the project.
Manager Name
Manager Name
First
Last
Manager Company Business Address
Manager Company Business Address
Street Address
City
State
Zip
Manager_Compensation
Manager Company Members
Second Member Name
Second Member Name
First
Last
Third Member Name
Third Member Name
First
Last
Fourth Member Name
Fourth Member Name
First
Last

Special Purpose Vehicle (“SPV”) Company

Please enter the name of the production company that will produce the film.
SPV Company Formation
Where was or will the SPV be formed?
SPV Company Members
Please select the number of Class A (controlling) members
SPV Company Business Address
SPV Company Business Address
Street Address
City
State
Zip
Investor Contact
Investor Contact
First
Last
Please list the corporate title of the person who will represent the production company to investors (President, CEO, Managing Member, etc.)

Production Bios

Please add a short biography for each key member of the production team.
Producer Name
Producer Name
First
Last
Director Name
Director Name
First
Last
Cinematographer Name
Cinematographer Name
First
Last

Investment Offering

Financing Purpose
Please list the number of units to be retained for issuance to key cast, executive producers, employees, etc.
Please list the minimum dollar amount that must be raised to fund the film budget.
Please list the maximum dollar amount that could be raised before the offering is closed.
Please list the the minimum dollar amount required to participate in the offering.
Please list the date when the offering will open to investors.
Please list the date when the offering will close to investors unless extended. Offerings may not extend beyond 12 months of the open date.
Entity Investors
Please indicate whether any corporation, limited liability company, partnership, trust, or other entity will purchase units.

Investor Entity

Entity Investor Organization Type
Entity Investor Representative
Entity Investor Representative
First
Last
Please list any additional investors that are business organizations including their entity types and representatives.
Please select each of the states in which a prospective investor resides. Use the command or control key to select multiple options.

Project

Project
Media
Please indicate the present estimated “all-in” (total) budget for the project, excluding prints and advertising.
Please indicate the primary location in which the project will be shot.

Screenplay

Screenwriter Name
Screenwriter Name
First
Last
Screenplay Registration
Screenplay Option
Please indicate whether the Production Company will require an option/purchase agreement to acquire film rights in the screenplay.
Writer Fee
Please indicate whether the screenwriter will receive a writer’s fee to be paid out of the film budget.
Please indicate the amount of the writer’s fee.
Writer Position
Please indicate whether the screenwriter is or will be a member of the manager company.
Rating Intended
Name
Name
First
Last

DeepFocus Client Connect

February 26, 2022 by DeepFocus Law

DeepFocus Entertainment Law’s Client Connect is a private portal that offers a secure and convenient environment for clients to collaborate efficiently with our professionals. Documents and messages related to your entertainment law matters can now be accessed anytime, anywhere by logging in here.