Operating Agreement Template for Multi Member Llc

OPERATING AGREEMENT FOR [COMPANY FULL LEGAL NAME]

Document ID: OA-[YEAR]-[001] Effective Date: [Effective Date] Version: 1.0 Governing Jurisdiction: [State of Formation]

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is a general template intended for educational and foundational purposes. It does not constitute specific legal or tax advice. Operating Agreements are subject to the specific statutes of the state of formation (e.g., Delaware LLC Act, California Revised Uniform Limited Liability Company Act). Users are strictly advised to consult with qualified legal counsel to ensure compliance with localized statutory requirements, tax elections (S-Corp/C-Corp), and unique member voting structures.

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2. PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the undersigned Members:

1. [Member 1 Name], residing at [Address] (“Member 1”)
2. [Member 2 Name], residing at [Address] (“Member 2”)

Recitals: WHEREAS, the Members have formed a Limited Liability Company under the laws of the State of [State of Formation] under the name [Company Full Legal Name] (the "Company"); WHEREAS, the Members desire to establish the rules governing the management, financial rights, and operational protocols of the Company.

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3. OPERATIVE CLAUSES

ARTICLE I: FORMATION AND PURPOSE

1.1 Formation: The Company was formed by the filing of Articles of Organization with the Secretary of State of [State]. 1.2 Purpose: The purpose of the Company is to engage in any lawful business, trade, or activity for which a limited liability company may be organized under the laws of the State of [State].

ARTICLE II: CAPITAL CONTRIBUTIONS AND OWNERSHIP

2.1 Capital Contributions: Each Member shall contribute the following initial amount:

• Member 1: $[Amount in USD]
• Member 2: $[Amount in USD] 2.2 Ownership Interests: Ownership shall be allocated as follows:

ARTICLE III: MANAGEMENT

3.1 Management Structure: The Company shall be [Member-Managed / Manager-Managed]. 3.2 Voting Rights: Except as otherwise provided herein, all decisions regarding the Company’s business shall be made by a majority vote of the Members based on their respective Ownership Interests.

ARTICLE IV: DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions: Net Profits and losses shall be allocated to the Members in proportion to their Ownership Interests. Cash distributions shall be made at such times and in such amounts as determined by the Members.

ARTICLE V: TRANSFER OF INTERESTS

5.1 Restrictions: No Member may sell, assign, or transfer their interest without the prior written consent of 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 the right of first refusal to purchase said interest at the same terms.

ARTICLE VI: DISSOLUTION

6.1 Events of Dissolution: The Company shall dissolve upon the unanimous written agreement of all Members or upon the occurrence of an event requiring dissolution under [State] law.

ARTICLE VII: INDEMNIFICATION AND LIABILITY

7.1 Limitation of Liability: No Member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member. 7.2 Indemnification: The Company shall indemnify each Member to the fullest extent permitted by the laws of [State] for any act performed in good faith on behalf of the Company.

ARTICLE VIII: DISPUTE RESOLUTION

8.1 Mediation/Arbitration: Any dispute arising out of this Agreement shall first be submitted to non-binding mediation. If unresolved, the dispute shall be settled by binding arbitration in [County, State] under the rules of the American Arbitration Association.

ARTICLE IX: MISCELLANEOUS

9.1 Governing Law: This Agreement shall be governed by the laws of the State of [State]. 9.2 Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior understandings. 9.3 Severability: If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

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4. EXECUTION AND SIGNATURE BLOCKS

FOR [MEMBER 1 NAME]: Signature: _____________________________________ Printed Name: [Name] Title: Member Date: [Date]

FOR [MEMBER 2 NAME]: Signature: _____________________________________ Printed Name: [Name] Title: Member Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open this document in a word processor. Replace all bracketed text [ ] with your specific entity data. Do not leave any placeholders.
2. Verification: Ensure that the "State of Formation" matches the state where you filed your Articles of Organization.
3. Signatory Authority: Verify that all individuals signing have the legal authority to bind their interests to the Company.
4. Execution:
   • Print two hard copies or utilize a secure digital signature platform (e.g., DocuSign, HelloSign).
   • Ensure all Members sign and date the document.
5. Record Retention:
   • Keep one original executed copy in the Company’s "Minute Book" or permanent legal file.
   • Provide a copy to each Member for their personal records.
   • You are not typically required to file this Operating Agreement with the Secretary of State; it is an internal "governing document" to be kept at the Company’s principal place of business.