The role of the Master LLC

This section contains frequently asked questions in relation to the role of the Master LLC.

Does the Master have any influence over the Series?

The Master LLC Operating Agreement is very clear on this:

Each Series formed under the Company will functionally operate as a separate limited liability company and each Series shall be governed by a separately executed limited liability company operating agreement.

The legal collorary of this is that the Master LLC also does not have any liability for the Series LLCs.

The Certificate includes a notice of limitation of liabilities of series limited liability company interests established herein in accordance with Section 215(b) of the Act.

In summary, think of the Master as the test-tube and each individual Series a test-tube baby born in vitro.

Does the Master own any shares in the Series?

On this too the Agreement is very clear:

The Company is hereby formed as the "master" limited liability company (the "Master LLC") and shall not maintain any ownership interest in any Series or assets held on behalf of any Series.

Who owns the Master LLCs?

The Master LLCs are owned by Otonomos LLC, a separately incorporated Wyoming LLC.

What happens if something happens to the Master LLC or its owner?

The Master is automatically dissolved if there are no indvidual Series left.

If there are any issues that may result in the dissolution of the Master LLC whilst there are still Series LLCs, the Master will undertake reasonable efforts, to the extent legally allowed, to notify each Series so they can take appropriate measures.

If for any reason OtoCo DE and WY LLC would be prevented from acting as Masters to the Series, we will assist each Series in converting to an LLC, which is permissible in both Delaware and Wyoming.

Are the operating agreements for OtoCo DE and WY LLC also a smart contract?

The Operating Agreements of the Masters themselves are not smart contract since they have to have an anchor in the real world to be able to act as Masters to their respective Series.

You can access the respective Operating Agreements for the Delaware and Wyoming Master LLCs, together with other legal documents here:

pagePart III. The Legal Nexus

What happens if the Series LLC's Operating Agreement gets amended?

Any amendments to the Operating Agreement shall only be valid if made on the strongest chain of the Ethereum main blockchain at the time of the amendment and under the conditions of the Agreement.

Any signature or execution made through the use of private keys on the blockchain for any matters relating to the Master LLC or a Series LLC shall be valid, as if signed in writing.

Does the Master LLC have a limited life?

No. The "Term" of the Company shall be perpetual. Except as specifically provided in Section 6.1 of the Operating Agreement, the Company shall not be dissolved prior to the end of its Term.

Is the Master LLC having any other activities?

No. The Master LLC shall not engage in any business, purpose or activity apart from serving as the "master" limited liability company for separately formed Series.

However, each Series shall may engage in any business, purpose or activity in which a limited liability company may engage under applicable law.

Does the Master LLC in any way own or has a claim on the assets of the individual Series LLCs?

Categorically not.

Any recognition of ownership by the Master of the assets of the individual Series it spawns would contradict the very reason of existence of the Series LLC as a company form. The law itself provides a firewall between the assets and liabilities of the Master and the individual Series AND between the assets and liabilities of the indivual Series amongst themselves. The operating agreements of both the Master LLC and the Series LLC contain ample provisions to reinforce this principle.

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