# How is Neptune structured?
Neptune is organized as a Delaware limited liability company.
The rights and obligations of Neptune Members are set forth in an operating agreement (which will be provided when you are verified to contribute to Neptune) and are supplemented by the Delaware Limited Liability Company Act. YOU SHOULD RETAIN YOUR OWN COUNSEL FOR PURPOSES OF EVALUATING WHETHER TO JOIN NEPTUNE AS A MEMBER.
At its core, Neptune will be member-managed and rely on a Dapp and related smart contracts to facilitate investment opportunities.
Neptune's operating agreement expressly limits the Members' liability and limits any fiduciary obligations amongst Members, in each case, to the extent permitted by applicable law.
Neptune will rely on a service provider (initially, OpenLaw) and facilitator (initially Alignment Engine, Inc.) to facilitate various functions on behalf of the Members, including preparing and sending annual K-1 tax forms, updating and maintaining the Dapp, validating information, and handling other interactions that may come up during the lifetime of Neptune. For these services, the facilitator and service provider will receive fees, as outlined here.
Neptune's operating and subscription agreements were prepared by OpenLaw's outside counsel.
# Will Members enjoy limited liability?
As set forth in the operating agreement, and except as otherwise provided under Delaware law, no Member (or former Member) of Neptune will be liable for the obligations of Neptune for any amounts in excess of the amount of the Member's contributions to Neptune, plus:
the Member's share of the undistributed profits of Neptune, if any; and
any amounts distributed by Neptune to such Member.
# What are the fiduciary obligations between Members?
To the fullest extent permitted by applicable law, Members shall not have any fiduciary duty to Neptune or any other Member. Under the operating agreement, Members agree to interact in good faith and to engage in fair dealing.
# Can Members vary the operating agreement or the ways in which Neptune operates?
The terms and provisions of the operating agreement may be amended if 50% or more of Neptune Members or their delegates (as measured by the Members' units) vote to approve an amendment. At least initially, voting will be based on the number of Neptune units held by the Members at the time of the vote.
# What are the tax issues with Neptune?
Each Member of Neptune must rely on the Member's own tax and legal representatives as to the tax consequences of joining Neptune or making purchases through Neptune.