Business Operating Agreement Template Llc

OPERATING AGREEMENT FOR [COMPANY NAME], LLC

Document Control

• Effective Date: [Date]
• Jurisdiction: [State of Formation]
• Version: 1.0
• Document Status: Execution-Ready

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LEGAL NOTICE AND DISCLAIMER

This document constitutes a legally binding contract. It is provided for informational and drafting purposes only and does not constitute formal legal or tax advice. The user assumes all responsibility for compliance with local, state, and federal laws. Consultation with qualified legal counsel is strongly advised prior to execution to ensure alignment with specific jurisdictional requirements, tax elections (e.g., S-Corp status), and internal governance needs.

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ARTICLE I: ORGANIZATION AND PURPOSE

1.1 Formation. The Company is organized as a Limited Liability Company under the laws of the State of [State of Formation]. 1.2 Name. The name of the Company is [Company Name], LLC. 1.3 Registered Agent. The registered agent for service of process is [Agent Name], located at [Physical Address]. 1.4 Business Purpose. The Company is formed to conduct any lawful business activity for which an LLC may be organized under the governing statutes. 1.5 Term. The Company shall continue in perpetuity unless dissolved in accordance with this Agreement or applicable law.

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ARTICLE II: CAPITAL CONTRIBUTIONS AND MEMBERSHIP

2.1 Members. The Members of the Company are as follows:

• [Member 1 Name], residing at [Address], with a [Percentage]% ownership interest.
• [Member 2 Name], residing at [Address], with a [Percentage]% ownership interest. 2.2 Initial Contributions. Members shall contribute the following capital to the Company upon execution:
• [Member 1 Name]: $[Amount] in [Cash/Assets].
• [Member 2 Name]: $[Amount] in [Cash/Assets]. 2.3 Liability. No Member shall be personally liable for the debts, obligations, or liabilities of the Company beyond their capital contribution.

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ARTICLE III: PROFIT, LOSS, AND DISTRIBUTIONS

3.1 Allocations. Net profits and net losses shall be allocated to Members in proportion to their respective percentage interests. 3.2 Distributions. Distributions shall be made at such times and in such amounts as determined by the [Manager/Majority Vote of Members], provided the Company maintains sufficient liquidity to satisfy its existing obligations.

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ARTICLE IV: MANAGEMENT AND GOVERNANCE

4.1 Management Structure. The Company shall be [Member-Managed / Manager-Managed]. 4.2 Voting. Except as otherwise required by law, all decisions shall be made by [Majority/Unanimous] vote of the Members. Each Member shall have voting power proportional to their ownership interest. 4.3 Meetings. Formal meetings may be held [Annually/As Needed]. Minutes shall be recorded and maintained in the Company books.

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ARTICLE V: TRANSFER OF INTERESTS

5.1 Restriction. No Member may sell, assign, or transfer their interest without the prior written consent of [Majority/All] other Members. 5.2 Right of First Refusal. If a Member receives a bona fide offer to purchase their interest, the remaining Members shall have a right of first refusal to purchase said interest at the same price and terms.

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ARTICLE VI: DISSOLUTION

6.1 Events of Dissolution. The Company shall dissolve upon: (a) The affirmative vote of [Percentage]% of the Members; (b) The entry of a decree of judicial dissolution; or (c) The occurrence of any event that makes it unlawful for the Company to continue. 6.2 Winding Up. Upon dissolution, assets shall be liquidated, creditors satisfied, and remaining proceeds distributed to Members in proportion to their positive capital account balances.

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ARTICLE VII: EXECUTION AND SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Operating Agreement as of the Effective Date.

Member 1: Signature: __________________________ Printed Name: [Full Legal Name] Title: [Member/Manager] Date: [Date]

Member 2: Signature: __________________________ Printed Name: [Full Legal Name] Title: [Member/Manager] Date: [Date]

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STEP-BY-STEP EXECUTION GUIDE

1. Drafting: Replace all bracketed information [...] with specific factual data. Ensure all ownership percentages total 100%.
2. Legal Review: Submit the completed draft to a licensed attorney in the state of formation to ensure the "Manager-Managed" or "Member-Managed" provisions align with your Articles of Organization.
3. Execution: Ensure all Members sign the document. Maintain the original wet-ink or cryptographically verified digital copy in the Company’s "Minute Book."
4. Distribution: Provide a copy of the signed document to each Member and the Company’s accountant for tax allocation purposes.
5. Compliance: If there are changes in membership, capital contributions, or management structure, draft a formal "Amendment to the Operating Agreement" to maintain corporate formalities and the "Corporate Veil."