Form 5 LLC: A Modest Proposal for A Limited Liability Company Agreement Based on Form 5

53 Rocky Mtn. Min. L. Inst. 13-1 (2007)

44 Pages Posted: 31 Jul 2013  

Alex Ritchie

University of New Mexico School of Law

James F. Cress

Holme Roberts & Owen LLP

Paul Smith

Holme Roberts & Owen LLP

Abstract

Long before there were limited liability companies, there were mining joint ventures. Although LLCs have generally become the dominant choice for the formation of privately held entities, the common law joint venture stubbornly persists as the preferred investment vehicle for mining companies. To add to the suite of "Form 5" mining joint venture forms previously published by the Rocky Mountain Mineral Law Foundation, this article proposes yet another version of Form 5, dubbed the "Modest Form," with the hope that a new LLC form project would be launched by the Foundation and thereby become more manageable. The Modest Form is intended as a less complex LLC agreement based primarily on the Foundation’s Form 5, updated to reflect amendments to the Delaware Limited Liability Company Act and other legal developments since the adoption by the Foundations of Form 5 LLC. In proposing the "Modest Form" (available from the Foundation), this article considers the structure of previous mining joint venture forms and suggests issues that may pose obstacles to their wider use. The article then discusses why certain provisions of earlier forms remain useful and examines the new LLC provisions proposed in the "Modest Form."

Suggested Citation

Ritchie, Alex and Cress, James F. and Smith, Paul, Form 5 LLC: A Modest Proposal for A Limited Liability Company Agreement Based on Form 5. 53 Rocky Mtn. Min. L. Inst. 13-1 (2007). Available at SSRN: https://ssrn.com/abstract=2303839

Alex Ritchie (Contact Author)

University of New Mexico School of Law ( email )

1117 Stanford, N.E.
Albuquerque, NM 87131
United States

James F. Cress

Holme Roberts & Owen LLP ( email )

United States

Paul Smith

Holme Roberts & Owen LLP ( email )

United States

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