Llc Operating Agreement Template Dc

OPERATING AGREEMENT FOR [COMPANY FULL LEGAL NAME], LLC

Document ID: LLC-DC-OPER-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: District of Columbia

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LEGAL DISCLAIMER

This document is provided for informational and drafting purposes only. It constitutes a legal template and does not constitute formal legal advice. The user acknowledges that the District of Columbia Limited Liability Company Act (D.C. Code § 29-801.01 et seq.) governs this entity. You are strongly advised to consult with a licensed attorney in the District of Columbia to ensure this agreement satisfies specific tax, regulatory, and operational requirements unique to your business.

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ARTICLE I: PARTIES AND FORMATION

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the Members identified in Exhibit A (the "Members"). The Members have formed a limited liability company under the laws of the District of Columbia by filing Articles of Organization with the Department of Licensing and Consumer Protection (DLCP).

ARTICLE II: NAME, PURPOSE, AND TERM

2.1 Name: The name of the Company is [Company Full Legal Name], LLC.
2.2 Registered Office: The registered office in the District of Columbia shall be [Address of Registered Agent].
2.3 Purpose: The purpose of the Company is to engage in any lawful business activity for which limited liability companies may be organized under the laws of the District of Columbia.
2.4 Term: The Company shall have perpetual existence unless dissolved as provided in this Agreement.

ARTICLE III: CAPITAL CONTRIBUTIONS AND MEMBERSHIP

3.1 Initial Contributions: Each Member has contributed the initial capital set forth in Exhibit A.
3.2 Additional Contributions: No Member shall be required to make additional capital contributions unless unanimously approved by all Members in writing.
3.3 Membership Interests: The relative interests of the Members in the Company shall be as set forth in Exhibit A.

ARTICLE IV: MANAGEMENT AND VOTING

4.1 Management: The Company shall be managed by [Member-Managed/Manager-Managed]. [If Manager-Managed: The Manager is [Name].]
4.2 Voting Rights: Except as otherwise provided herein, all decisions regarding the business and affairs of the Company shall require the affirmative vote of Members holding a majority of the percentage interests.
4.3 Binding Authority: Only the Manager (or authorized Managing Member) shall have the authority to bind the Company to any contract or obligation.

ARTICLE V: DISTRIBUTIONS AND TAXES

5.1 Distributions: Net profits and losses shall be distributed to Members in proportion to their respective Membership Interests at such times as determined by the Manager.
5.2 Tax Status: The Company intends to be treated as a [Partnership/Disregarded Entity/Corporation] for federal and District of Columbia tax purposes.

ARTICLE VI: TRANSFER OF INTERESTS

6.1 Restriction: No Member may sell, assign, or encumber their interest in the Company without the prior written consent of all other Members.
6.2 Right of First Refusal: If a Member receives a bona fide offer to purchase their interest, the non-selling Members shall have a right of first refusal to purchase said interest at the same price and terms.

ARTICLE VII: DISSOLUTION AND LIQUIDATION

7.1 Events of Dissolution: The Company shall dissolve upon the unanimous written agreement of all Members, the bankruptcy of the Company, or a judicial decree of dissolution.
7.2 Liquidation: Upon dissolution, the Company's assets shall be liquidated, and the proceeds shall be applied: (a) to creditors; (b) to the establishment of reserves; and (c) to the Members in accordance with their capital account balances.

ARTICLE VIII: REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

8.1 Representations: Each Member represents that they have the legal capacity to enter into this Agreement and that such execution does not violate any other contractual obligation.
8.2 Indemnification: The Company shall indemnify and hold harmless any Member or Manager from any claim or loss arising out of their performance of duties on behalf of the Company, provided such acts were not performed with gross negligence or willful misconduct.

ARTICLE IX: MISCELLANEOUS

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia.
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 to be invalid, the remainder shall continue in full force and effect.
9.4 Amendments: No modification of this Agreement shall be valid unless in writing and signed by all Members.

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EXECUTION AND SIGNATURE BLOCKS

FOR [COMPANY LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [MEMBER / COUNTERPARTY]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Customization: Open the template in your word processor. Replace all [Bracketed Text] with accurate legal details. Ensure the "Exhibit A" (attached separately) reflects the accurate capital contribution dollar amounts and ownership percentages.
2. Verification: Confirm that the name used for the LLC matches exactly the name filed with the District of Columbia DLCP.
3. Execution: Ensure all Members sign the document. If using digital signatures (DocuSign/Adobe Sign), ensure you use "Qualified Electronic Signature" settings if necessary for your internal compliance.
4. Filing: This Agreement does not need to be filed with the District of Columbia to be valid, but it must be kept at the Company’s principal place of business.
5. Record Retention: Maintain the signed original in a secure corporate minute book. Provide a copy to each Member and, if applicable, your tax accountant for the preparation of IRS Form 1065 or equivalent.