Dear Nacho,
During our statutory review of the application for
Bank of Reveille LLC, we identified the following deficiencies that must be cured before we can proceed. Pursuant to the Standard Review Workflow (§3), the 5-day review clock is now
PAUSED.
Please review the following items carefully:
- [DEF-01: Improper LLC Structure]The Certificate of Formation fails to properly incorporate the Operating Agreement by reference.
- Problem: Article IV of your Certificate uses generic, conditional language ("An LLC Operating Agreement has been or will be adopted...").
- Requirement: Per §5.1 of the Examiner Handbook, the Certificate must contain specific, verbatim text that explicitly names the document being incorporated. For example: "Article IV hereby incorporates the attached document titled 'BOR _ LLC Operating Agreement.pdf', which is filed concurrently herewith."
- Cure: Please amend Article IV of the Certificate of Formation to include the precise, required language, explicitly naming the Operating Agreement file.
- [Substantive Error: Contradictory Profit Allocation]There is a direct conflict between your entity's declared structure and its profit allocation method.
- Problem: The Certificate of Formation declares the entity is an Interest-Based LLC. However, Article IV, Section 1 of the Operating Agreement states that "profits and losses shall be allocated equally among members." This allocation method is characteristic of a Member-Based LLC, not an Interest-Based one where allocation should be proportionate to interest (e.g., 100% to the sole member).
- Cure: You must amend the documents to be consistent. Either change the profit allocation in the Operating Agreement to be based on percentage interest, or change the entity type in the Certificate of Formation to Member-Based.
Please file a single, corrected Certificate of Formation that resolves all of the above deficiencies within 72 hours. Note that only the Certificate of Formation needs to be resubmitted, but it must correctly incorporate by reference a compliant Operating Agreement.
Regards,
Nimq_
Secretary – Ministry of Trade & Finance