Business Operating Agreement Template Word

OPERATING AGREEMENT FOR [COMPANY NAME], LLC

Document Control

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: [State of Formation]
• Scope: Multi-Member Limited Liability Company

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1. LEGAL DISCLAIMER

This document is a template provided for informational purposes only and does not constitute legal or tax advice. It does not create an attorney-client relationship. Laws governing Limited Liability Companies (LLCs) vary significantly by jurisdiction. Counsel must review this document to ensure compliance with the specific statutes of the jurisdiction of formation and the specific operational requirements of the Company.

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2. PARTIES & DEFINITIONS

This Operating Agreement is entered into on [Date] by and among the undersigned Members:

• Member 1 Name, residing at [Address] (“Member”)
• Member 2 Name, residing at [Address] (“Member”)
• Company Name: [Company Name], LLC (the “Company”)

Definitions:

• "Capital Contribution": The total value of cash, property, or services contributed by a Member to the Company.
• "Percentage Interest": The ratio of a Member’s interest in the Company, calculated as [Member's Contribution] / [Total Company Contributions].
• "Net Profits/Losses": The net income or loss of the Company as determined for federal income tax purposes.

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3. OPERATIVE CLAUSES

3.1 Formation and Purpose

The Company is formed under the laws of [State]. The purpose of the Company is to engage in [Business Description] and any other lawful business activities allowed by law.

3.2 Capital Contributions

Each Member shall contribute the following initial capital:

3.3 Profits, Losses, and Distributions

Profits and losses shall be allocated to Members in proportion to their Percentage Interest. Distributions shall be made at such times and in such amounts as determined by the [Manager/Majority Members].

3.4 Management

The Company shall be managed by [Select: Member-Managed OR Manager-Managed].

• Manager(s): [Name(s)] shall have the authority to bind the Company in the ordinary course of business.

3.5 Transfer of Interest

No Member may sell, assign, or transfer their interest in the Company without the prior written consent of a majority of the other Members.

3.6 Dissolution

The Company shall dissolve upon the written agreement of the Members holding a [Percentage, e.g., 75]% interest, or upon the occurrence of an event of dissolution under state law.

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4. EXECUTION & SIGNATURES

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first above written.

Member 1 Signature: ___________________________ Printed Name: [Full Legal Name] Date: [Date]

Member 2 Signature: ___________________________ Printed Name: [Full Legal Name] Date: [Date]

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5. STEP-BY-STEP EXECUTION GUIDE

1. Drafting Review: Populate all bracketed fields. Ensure the "Management" section aligns with your Articles of Organization filed with the Secretary of State.
2. Internal Approval: Provide a draft to all prospective Members for review. Schedule a formal meeting to vote on the adoption of the Agreement.
3. Execution: Print two (2) original copies. Have all Members sign in the presence of each other (or remotely via e-signature software that maintains an audit trail).
4. Distribution: Each Member must receive a fully executed copy of the Agreement for their business records.
5. Company Records: Store the original signed Agreement in the Company’s "Minute Book" or official corporate digital repository.
6. Periodic Amendment: This document is "living." If capital structures or management roles change, draft an "Amendment to Operating Agreement" referencing the original date and have it signed by all affected parties.
7. Enforcement: In the event of a dispute, this document serves as the primary governing instrument for mediation or litigation. Ensure it is readily accessible to legal counsel.