LIMITED LIABILITY COMPANY (LLC) OPERATING AGREEMENT
THIS OPERATING AGREEMENT (“Agreement”) is made and entered into as of [Date], by and among the following persons (collectively, the “Members” and individually, a “Member”):
[Member 1 Name], residing at [Member 1 Address]
[Member 2 Name], residing at [Member 2 Address]
[Add additional Members as necessary]
with respect to the limited liability company formed under the laws of the State of [Governing Law State] and having its principal place of business at [Company Address] (the “Company”).
RECITALS
WHEREAS, the Members wish to set forth the terms and conditions governing the operation and management of the Company; and
WHEREAS, the Members desire to form a limited liability company pursuant to the laws of the State of [Governing Law State];
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:
1. FORMATION
1.1 Name
The name of the Company shall be [LLC Name], or such other name as the Members may determine.
1.2 Principal Office
The principal office of the Company shall be located at [Company Address], or such other place as the Members may designate.
1.3 Registered Agent and Office
The registered agent for service of process shall be [Registered Agent Name] at [Registered Agent Address], or as otherwise filed with the Secretary of State.
1.4 Formation
The Company was formed as a limited liability company pursuant to the filing of Articles of Organization with the Secretary of State of [Governing Law State] on [Formation Date].
2. PURPOSE
The purpose of the Company is to engage in any lawful business activity for which limited liability companies may be organized in the State of [Governing Law State], and to do all things necessary, convenient, or incidental to that purpose.
3. TERM
The term of the Company shall begin on the date of filing of the Articles of Organization and shall continue until dissolved as provided in this Agreement.
4. MEMBERSHIP INTERESTS & CAPITAL CONTRIBUTIONS
4.1 Members and Percentage Interests
The Members and their respective initial Percentage Interests in the Company are as follows:
- [Member 1 Name]: [Member 1 Percentage]%
- [Member 2 Name]: [Member 2 Percentage]%
[Add additional Members as necessary]
4.2 Initial Capital Contributions
Each Member shall contribute the following to the Company upon execution of this Agreement:
- [Member 1 Name]: $[Member 1 Contribution]
- [Member 2 Name]: $[Member 2 Contribution]
[Add additional Members as necessary]
4.3 Additional Contributions
No Member shall be required to make additional capital contributions. Additional contributions may be made upon unanimous consent of the Members.
5. ALLOCATIONS AND DISTRIBUTIONS
5.1 Profits and Losses
Profits and losses of the Company shall be allocated to the Members in proportion to their respective Percentage Interests.
5.2 Distributions
Distributions of available cash shall be made to the Members at such times and in such amounts as determined by the Members, in accordance with their Percentage Interests.
6. MANAGEMENT
6.1 Management Structure
The Company shall be managed by [select one: the Members / a Manager].
[If Manager-managed, insert:]
The Members hereby appoint [Manager Name] as the Manager of the Company.
6.2 Powers and Duties
The [Members/Manager] shall have full authority to manage and control the business and affairs of the Company, including but not limited to:
- Entering into contracts
- Opening bank accounts
- Hiring employees and agents
- Making expenditures and incurring obligations
- Any other actions necessary for the operation of the Company
6.3 Voting
Decisions requiring Member approval shall be made by a vote of Members holding a majority of the Percentage Interests, unless otherwise specified in this Agreement.
7. MEETINGS
7.1 Annual and Special Meetings
Meetings of the Members may be called by any Member upon [Notice Period Days] days’ written notice to the other Members.
7.2 Quorum
A quorum for meetings shall consist of Members holding a majority of the Percentage Interests.
8. TRANSFER OF MEMBERSHIP INTERESTS
8.1 Restrictions on Transfer
No Member may transfer, assign, or sell their Membership Interest, in whole or in part, without the written consent of the other Members.
8.2 Right of First Refusal
If a Member wishes to transfer their Membership Interest, the other Members shall have a right of first refusal to purchase such interest on the same terms.
9. WITHDRAWAL, DEATH, OR INCAPACITY OF A MEMBER
9.1 Voluntary Withdrawal
A Member may withdraw from the Company upon giving [Notice Period Days] days’ written notice to the other Members.
9.2 Death or Incapacity
Upon the death or incapacity of a Member, their Membership Interest shall be transferred in accordance with applicable law or as otherwise agreed by the Members.
10. DISSOLUTION
10.1 Events of Dissolution
The Company shall be dissolved upon:
- The unanimous written consent of the Members;
- The sale or disposition of all or substantially all of the Company’s assets;
- The entry of a decree of judicial dissolution; or
- Any other event requiring dissolution under the laws of [Governing Law State].
10.2 Winding Up
Upon dissolution, the Company’s assets shall be distributed in the following order:
- To pay the debts and liabilities of the Company;
- To establish reserves for contingent liabilities;
- To the Members in accordance with their Percentage Interests.
11. INDEMNIFICATION
The Company shall indemnify and hold harmless each Member and Manager, to the fullest extent permitted by law, from and against any and all claims, liabilities, and expenses arising out of their status or activities on behalf of the Company, except in cases of fraud, gross negligence, or willful misconduct.
12. MISCELLANEOUS
12.1 Amendments
This Agreement may be amended only by a written agreement signed by all Members.
12.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing Law State].
12.3 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.4 Entire Agreement
This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements, whether written or oral.
12.5 Notices
Any notice required under this Agreement shall be in writing and delivered to the Members at their addresses set forth above or such other address as a Member may designate in writing.
13. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Operating Agreement as of the date first written above.
[Member 1 Name]
Signature: ___________________________
Date: _______________________________
[Member 2 Name]
Signature: ___________________________
Date: _______________________________
[Add additional signature blocks as necessary]
