SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
AEI Income & Growth Fund 23 LLC
(Exact name of registrant as specified in its charter)
Delaware 41-1922579
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1300 Minnesota World Trade Center
30 East 7th Street
St. Paul, MN 55101
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following
box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this Form
relates: 333-67827 (if applicable)
Securities to be registered pursuant
to Section 12(b) of the Act:
None
Securities to be registered pursuant
to Section 12(g) of the Act:
Limited Liability Company Units
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The descriptions of the Units (a) under the subcaptions
"Principal Investment Objectives," "Borrowing Policies and
"Joint Venture Investments" of the caption "Investment
Objectives and Policies," (b) under the subcaption "Fiduciary
Responsibility" of the caption "Managers" (c) under the
caption, "Compensation to "Managers and Affiliates,"(d) under
the caption "Cash Distributions and Tax Allocations " (e)
under the caption "Restrictions on Transfer," (f) under the
caption "Summary of Operating Agreement," and (g) under the
caption "Reports to Investors " of the Registrant's final
prospectus filed with the commission pursuant to Rule 424(b)
(File No. 333-67287) are hereby incorporated by reference.
Item 2. Exhibits.
2.1 Operating Agreement to the prospectus of AEI
Income & Growth Fund 23 LLC (incorporated by
reference to Exhibit A to the final
prospectus included in Amendment No. 2 to
the Registration Statement on Form SB-2
filed November 18, 1999 (File No. 333-67287.))
2.2 Certificate of Limited Liability Company
(incorporated by reference to Exhibit 3.1 to
the Registration Statement on Form SB-2
filed with the Commission March 22, 1999
(File No. 333-67287.))
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed by the undersigned,
thereunto duly authorized.
AEI Income & Growth Fund 23 LLC
By: AEI Fund Management XXI, Inc.
Dated: April 24, 2000 By: /s/ Robert P Johnson
Robert P. Johnson, President
