Llc Operating Agreement Template Download

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: LLC-OA-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State/Jurisdiction]

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LEGAL DISCLAIMER

This document is a standardized template provided for informational purposes and does not constitute formal legal advice. LLC laws vary significantly by jurisdiction (e.g., Delaware vs. California vs. New York). Use of this template does not create an attorney-client relationship. You are strongly advised to retain local counsel to review this document for compliance with the specific statutes of your state of organization.

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1. PARTIES AND FORMATION

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the Members listed in Exhibit A (the "Members"). The Members hereby form a Limited Liability Company (the "Company") under the laws of the State of [State] by filing a Certificate of Formation with the Secretary of State.

2. COMPANY NAME AND PRINCIPAL OFFICE

The name of the Company is [Company Full Legal Name]. The principal place of business shall be located at [Principal Address], or such other place as the Members may determine.

3. PURPOSE AND TERM

The purpose of the Company is to conduct any lawful business for which an LLC may be organized under the laws of [State]. The Company shall have a perpetual existence unless dissolved in accordance with this Agreement or applicable law.

4. CAPITAL CONTRIBUTIONS

Each Member shall contribute the amount of [Amount in USD] or such other property as set forth in Exhibit B. No Member shall be required to make any additional capital contributions unless unanimously agreed upon in writing.

5. ALLOCATION OF PROFITS AND LOSSES

Profits, losses, and distributions of the Company shall be allocated to the Members in proportion to their respective percentage interests as set forth in Exhibit A.

6. MANAGEMENT

The Company shall be [Member-Managed / Manager-Managed]. Decisions regarding the ordinary course of business shall be made by a majority vote of the Members/Managers. Extraordinary transactions, including the sale of substantially all assets or merger of the Company, require unanimous written consent.

7. TRANSFERS OF INTEREST

No Member may sell, assign, encumber, or otherwise transfer their interest in the Company without the prior written consent of a majority of the other Members. Any attempted transfer in violation of this section shall be void ab initio.

8. INTELLECTUAL PROPERTY OWNERSHIP

All work product, inventions, designs, or intellectual property created by a Member or employee for the Company shall be deemed "Work Made for Hire." All rights, title, and interest therein shall vest exclusively in the Company.

9. CONFIDENTIALITY

Each Member acknowledges that they may receive proprietary information regarding the Company’s business. Each Member agrees to maintain the strict confidentiality of such information and shall not disclose it to any third party without express written authorization.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

No Member or Manager shall be liable to the Company or other Members for any act or omission taken in good faith. To the fullest extent permitted by law, the Company shall indemnify and hold harmless its Members and Managers from any claims, damages, or liabilities arising out of their service to the Company, provided such acts did not constitute gross negligence or willful misconduct.

11. DISSOLUTION

The Company shall dissolve upon: (a) the written agreement of all Members; (b) the entry of a decree of judicial dissolution; or (c) any other event requiring dissolution under the laws of [State]. Upon dissolution, the Company’s assets shall be liquidated and distributed to creditors and then to Members in accordance with their capital account balances.

12. DISPUTE RESOLUTION

Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [City, State]. The prevailing party shall be entitled to recover reasonable attorney's fees.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

14. MISCELLANEOUS

• Entire Agreement: This document constitutes the entire agreement between the Members.
• Severability: If any provision is held invalid, the remainder of the Agreement shall remain in full force and effect.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

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EXECUTION AND SIGNATURE BLOCKS

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

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

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Information Gathering: Collect full legal names, addresses, and capital contribution amounts for all members before opening the file.
2. Template Customization: Open this document in your preferred word processor. Use the "Find and Replace" function to replace all bracketed [...] fields with the specific data points collected.
3. Drafting Exhibits: Create two additional pages:
   • Exhibit A: List each Member, their physical address, and their percentage ownership (must total 100%).
   • Exhibit B: List the specific Capital Contribution made by each Member (Cash or In-Kind).
4. Signatory Verification: Ensure the individuals signing have the legal authority to bind their respective entities (check Articles of Organization or Board Resolutions).
5. Formal Execution: Utilize an e-signature platform (e.g., DocuSign, Adobe Sign) for a legally binding audit trail. Ensure the final document is dated by all signatories.
6. Filing & Retention:
   • File a copy with the Company’s permanent legal records.
   • Provide a fully executed PDF copy to each Member.
   • If required by your state, update your "Statement of Information" or equivalent filing with the Secretary of State to reflect the current management structure.