Kim Lisa TaylorSecurities Attorney, Founder, Syndication Attorneys, PLLC · Corporate Securities Attorney, 2x Best-Selling Author, Nationwide Speaker | Private Placement

Four Searches

23 Aug 2026 · 2 min

Watch on YouTube

1:33

In this concise instructional video, the presenter urges investors and managers to review their operating agreement for four essential provisions that, if absent, can lead to future disputes or operational roadblocks. The four "searches" are: (1) a capital call mechanism for obtaining additional funds from members; (2) provisions allowing the reopening of the offering or admission of new members after the initial raise; (3) authority for the manager to secure third‑party financing or equity partners and the terms governing such arrangements; and (4) rules governing the transfer or assignment of an investor’s interest, including approval rights and the rights of new holders. The speaker warns that many template‑based agreements omit these clauses, creating compliance and governance problems, and points viewers to a longer self‑audit guide linked in the bio.

Chapters

Open your operating agreement and search for 4 things. If any search comes back empty, you may have a problem waiting to happen. Search 1, capital calls. The property needs a new roof, insurance doubled, you need more money from your members. If the document has no capital call mechanism, there's no compliant way to ask for more money from your current investors. Search 2, reopening the offering. 6 months after closing the raise, you want to raise a new round of capital. If the documents don't permit raising in tranches or admitting new members, you're stuck improvising outside your own paperwork. Search 3, third-party funds. Sometimes the answer is getting new money from outside, from a private lender, a new equity partner. Can the manager do that? On what terms? If the document doesn't say, every option could become a fight. Search for transfer of interest. An investor dies, their interest goes to their heirs. In a divorce, it goes to an ex-spouse. Who approves the transfer? What rights does the new holder get? Many deals eventually hit one of these. Documents built from a template may be silent on all 4. The full self-audit information regarding filings, structure and document language is included in the long form. See the link in the bio.