UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                    
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2018

LAKE AREA CORN PROCESSORS, LLC
(Exact name of registrant as specified in its charter)
 
 
 
South Dakota
000-50254
46-0460790
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
46269 SD Highway 34
P.O. Box 100
Wentworth, South Dakota 57075
(Address of principal executive offices)
 
(605) 483-2676
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o

Emerging Growth Company
o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 3.03 Material Modification to Rights of Security Holders

On January 9, 2018, the Lake Area Corn Processors, LLC board of managers voted to adopt the Third Amendment to the Third Amended and Restated Operating Agreement of Lake Area Corn Processors, LLC (the "Operating Agreement Amendment"). The primary purpose of the Operating Agreement Amendment is to update the tax matters provisions of the operating agreement in anticipation of revised Internal Revenue Service ("IRS") audit procedures for businesses taxed as partnerships, including limited liability companies taxed as partnerships. Recently, the IRS proposed regulations implementing these changes proposed by Congress for tax years beginning in 2018.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits
    

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
LAKE AREA CORN PROCESSORS, LLC
 
 
 
 
Date:
January 10, 2018
 
/s/ Robbi Buchholtz
 
 
 
Robbi Buchholtz, Chief Financial Officer





THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED
OPERATING AGREEMENT OF
LAKE AREA CORN PROCESSORS, LLC

This Third Amendment to the Lake Area Corn Processors, LLC (the “Company”) Third Amended and Restated Operating Agreement (the “Operating Agreement”) is made and entered into effective as of the 9th day of January, 2018 (the “Effective Date”), pursuant to Section 14.11 of the Operating Agreement, which requires approval of amendments by a Super Majority Vote (as defined in the Operating Agreement) of the Board of Managers. This Third Amendment to the Operating Agreement amends the Operating Agreement as follows:
Sections 7.9, 7.10, 7.11, and 7.12 are removed in their entirety and are replaced by the following:

7.9     Tax Matters .

(a) Appointment . The Chairman of the Board of Managers is hereby appointed as the “tax matters partner” (as defined in Code Section 6231 prior to its amendment by the Bipartisan Budget Act of 2015 (“BBA”)) (the “Tax Matters Member”) and the “partnership representative” (the “Partnership Representative”) as provided in Code Section 6223(a) (as amended by the BBA). The Tax Matters Member or Partnership Representative may resign at any time. The Tax Matters Member or Partnership Representative may be removed at any time by the Board of Managers. Upon resignation, death, or removal of the Tax Matters Member or Partnership Representative, the Board of Managers will select the successor Tax Matters Member or Partnership Representative.

(b) Tax Examinations and Audits . The Tax Matters Member and Partnership Representative are each authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by any taxing authority, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. Each Member agrees that such Member will not independently act with respect to tax audits or tax litigation of the Company, unless previously authorized to do so in writing by the Tax Matters Member or Partnership Representative, which authorization may be withheld by the Tax Matters Member or Partnership Representative in its sole discretion. The Tax Matters Member or Partnership Representative has sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority.

(c) Income Tax Elections . Except as otherwise provided herein, each of the Tax Matters Member and Partnership Representative has the sole discretion to make any determination regarding income tax elections it deems advisable on behalf of the Company, including (1) the election out of the partnership audit procedures enacted under Section 1101 of the BBA (the “BBA Procedures”) for tax years




beginning on or after January 1, 2018 pursuant to Code Section 6221(b) (as amended by the BBA); and (2) for any year in which applicable law and regulations do not permit the Company to elect out of the BBA Procedures, the election of the alternative procedure under Code Section 6226, as amended by Section 1101 of the BBA.

(d) Tax Returns . Each Member agrees that such Member will not treat any Company item inconsistently on such Member’s federal, state, foreign or other income tax return with the treatment of the item on the Company’s return.

(e) Survival of Obligations . The obligations of each Member or former Member under this Section survive the transfer or redemption by such Member of its Capital Units and the termination of this Operating Agreement or dissolution of the Company. Each Member acknowledges and agrees that, notwithstanding the transfer or redemption of all or a portion of its membership interest in the Company, it may remain liable for tax liabilities with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such transfer or redemption.
CERTIFICATION
I certify that the above amendment was duly adopted by the Board of Managers of the Company in accordance with the provisions of the Company’s Operating Agreement.


By: /s/ Randall L. Hansen         
Randall L. Hansen, Secretary