Llc Operating Agreement Template Google Docs

FORMAL LIMITED LIABILITY COMPANY OPERATING AGREEMENT

DOCUMENT ID: COR-OPS-LLC-202X-V1
EFFECTIVE DATE: [Effective Date]
GOVERNING JURISDICTION: State of [State of Organization]

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This Operating Agreement is an institutional-grade template drafted by corporate legal counsel to establish the structural, operational, and financial framework for a multi-member or single-member limited liability company. Because corporate and LLC laws vary significantly by jurisdiction—and are subject to frequent statutory updates—this document must be reviewed by qualified legal counsel licensed in the State of [State of Organization] prior to execution. Use of this document via cloud-based platforms such as Google Docs requires proper administrative controls, version tracking, and execution protocols to ensure evidentiary validity and compliance with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).

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2. PARTIES & RECITALS

This Limited Liability Company Operating Agreement (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and among the Company and each Person who is admitted to the Company as a Member from time to time in accordance with the terms of this Agreement and the Act.

Recitals

• WHEREAS, the Company was formed as a limited liability company on [Date of Formation], by the filing of Articles of Organization with the Secretary of State of the State of [State of Organization] under File Number [Filing Number]; and
• WHEREAS, the parties desire to establish a comprehensive governing framework for the operation and management of the Company, the allocation of profits and losses, the distribution of cash flow, and the respective rights, duties, and obligations of the Members.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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3. DEFINITIONS & INTERPRETATION

3.1 Definitions

Capitalized terms used in this Agreement shall have the meanings set forth below:

1. "Act" means the [State of Organization] Limited Liability Company Act, as amended from time to time.
2. "Articles of Organization" means the articles of organization of the Company filed with the Secretary of State of the State of [State of Organization], as amended or restated from time to time.
3. "Capital Contribution" means the total amount of cash, property, or services contributed or agreed to be contributed, as indicated on Exhibit A, by a Member to the Company.
4. "Code" means the Internal Revenue Code of 1986, as amended.
5. "Company" means [Company Full Legal Name], LLC.
6. "Interest" means a Member’s entire ownership interest in the Company, including economic rights, voting rights, and rights to participate in the management of the Company.
7. "Manager" means any Person designated as a manager of the Company pursuant to Section 6 of this Agreement.
8. "Member" means each Person executing this Agreement as an initial Member, or a Person who has been admitted to the Company as an additional or substitute Member in accordance with this Agreement, in each case, so long as such Person is shown on the books and records of the Company as a Member.
9. "Percentage Interest" means the ownership percentage of a Member as set forth opposite such Member’s name on Exhibit A, as amended from time to time.

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4. FORMATION, NAME, AND PRINCIPAL PLACE OF BUSINESS

4.1 Formation

The Company was formed on [Date of Formation] by filing the Articles of Organization with the Secretary of State of the State of [State of Organization]. The rights and liabilities of the Members shall be determined pursuant to the Act, the Articles of Organization, and this Agreement. To the extent that any provision of this Agreement is inconsistent with the non-mandatory provisions of the Act, this Agreement shall govern.

4.2 Name

The name of the Company is [Company Full Legal Name], LLC. All business of the Company shall be conducted under this name or such other names as the Members may select from time to time, provided that appropriate fictitious business name filings are made.

4.3 Principal Place of Business

The principal office and place of business of the Company shall be located at [Principal Address], or such other place as the Members may designate from time to time by written notice to all Members.

4.4 Registered Agent

The name and address of the registered agent for service of process on the Company in the State of [State of Organization] shall be [Registered Agent Name], located at [Registered Agent Address].

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5. CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS, AND FINANCING

5.1 Initial Capital Contributions

Concurrently with the execution of this Agreement, each initial Member shall contribute to the Company the cash, property, or services set forth opposite such Member’s name on Exhibit A, in the amount of [Amount in USD]. Upon receipt of such contributions, each Member shall be credited with the Capital Account and Percentage Interest set forth on Exhibit A.

5.2 Additional Capital Contributions

Members shall not be required to make any additional Capital Contributions to the Company unless unanimously agreed upon in writing by all Members. If the Members determine that additional capital is required for the operations, expansion, or obligations of the Company, a capital call notice shall be issued specifying the total amount required and each Member’s proportionate share based on their Percentage Interest.

5.3 Capital Accounts

A separate Capital Account shall be maintained for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). Each Member’s Capital Account shall be:

• (a) Increased by the amount of cash and the fair market value of any property contributed by such Member to the Company (net of liabilities secured by such property that the Company assumes or takes subject to);
• (b) Increased by allocations of Company net income and gain (or items thereof);
• (c) Decreased by the amount of cash and the fair market value of any property distributed to such Member (net of liabilities secured by such property that such Member assumes or takes subject to); and
• (d) Decreased by allocations of Company net loss and deduction (or items thereof).

5.4 No Interest on Capital Contributions

No Member shall be entitled to interest or compensation with respect to their Capital Contributions or Capital Account, except as otherwise expressly provided in this Agreement.

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6. MANAGEMENT & VOTING

6.1 Management Structure

The Company shall be [Manager-Managed / Member-Managed]. (Select one structure and delete the alternative).

• If Manager-Managed: The business and affairs of the Company shall be managed by or under the direction of one or more Managers. The initial Manager(s) shall be [Manager Full Legal Name]. The Manager(s) shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all acts customary or incident to the management of the Company’s business.
• If Member-Managed: The business and affairs of the Company shall be managed by the Members. Each Member shall have the authority to bind the Company in the ordinary course of business.

6.2 Voting Rights

Except as otherwise expressly provided in this Agreement or by mandatory provisions of the Act, all decisions, approvals, and actions of the Members shall require the affirmative vote or written consent of Members holding a majority of the Percentage Interests ([Percentage]% or more).

6.3 Major Decisions Requiring Unanimous Consent

Notwithstanding anything to the contrary herein, the following "Major Decisions" shall require the unanimous written consent of all Members:

1. The amendment or restatement of the Articles of Organization or this Agreement;
2. The merger, consolidation, conversion, or reorganization of the Company with any other entity;
3. The sale, lease, exchange, or other disposition of all or substantially all of the assets of the Company outside the ordinary course of business;
4. The admission of any new Member or the issuance of any additional Company Interests;
5. The voluntary filing of a petition in bankruptcy, reorganization, or similar insolvency proceeding.

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7. ALLOCATIONS & DISTRIBUTIONS

7.1 Allocation of Profits and Losses

Except as otherwise required by Section 704(c) of the Code and the Treasury Regulations thereunder, all net profits, net losses, gains, deductions, and credits of the Company for each fiscal year shall be allocated among the Members pro rata in proportion to their respective Percentage Interests as set forth on Exhibit A.

7.2 Distributions of Cash Flow

Available cash flow, as determined solely by the [Manager / Managing Members], shall be distributed to the Members at such times as the [Manager / Managing Members] deem appropriate, pro rata in proportion to the Members' respective Percentage Interests. No distribution shall be made if, after giving effect to the distribution, the Company would not be able to pay its debts as they become due in the usual course of business, or the Company's total assets would be less than its total liabilities.

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8. TRANSFERS OF INTERESTS & RESTRICTIONS

8.1 General Restriction on Transfers

Except as expressly permitted by this Section 8, no Member may sell, assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of all or any part of their Interest in the Company (whether voluntarily, involuntarily, or by operation of law) without the prior written consent of all non-transferring Members. Any purported transfer in violation of this Section shall be null and void ab initio.

8.2 Right of First Refusal

If a Member (the "Selling Member") receives a bona fide, written offer from a third party to purchase all or any portion of their Interest, the Selling Member shall first offer such Interest to the Company and the remaining Members on the same terms and conditions. The Company and the remaining Members shall have thirty (30) days from receipt of notice to elect to purchase the Interest.

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9. DISSOLUTION, LIQUIDATION, AND TERMINATION

9.1 Events of Dissolution

The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following:

1. The written determination of all Members to dissolve the Company;
2. The entry of a judicial decree of dissolution under the Act; or
3. The bankruptcy, death, dissolution, expulsion, or incapacity of a Member, unless the remaining Members elect to continue the business of the Company within ninety (90) days pursuant to the Act.

9.2 Winding Up and Liquidation

Upon dissolution, the Company shall cease carrying on its business, except as necessary for the winding up of its affairs. A liquidating trustee (who may be a Manager or Member) shall oversee the liquidation of Company assets, discharge of liabilities, and distribution of remaining assets to the Members in accordance with their positive Capital Account balances.

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10. BOOKS, RECORDS, TAX MATTERS, AND FISCAL YEAR

10.1 Books and Records

The Company shall maintain true and accurate books and records of its accounts and financial transactions at its principal place of business. Each Member shall have access to inspect and copy such books and records during normal business hours for any purpose reasonably related to such Member's Interest.

10.2 Tax Matters Partner / Partnership Representative

[Member Full Legal Name] is hereby designated as the "Partnership Representative" of the Company pursuant to Section 6223 of the Code and shall have full authority to act on behalf of the Company in connection with all tax audits and administrative proceedings.

10.3 Fiscal Year

The fiscal year of the Company shall begin on January 1 and end on December 31.

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11. EXCULPATION AND INDEMNIFICATION

11.1 Exculpation

No Manager, Member, or officer of the Company shall be liable to the Company or the Members for any monetary damages arising from any act or omission taken in good faith reliance on the provisions of this Agreement, except for acts of intentional misconduct, fraud, or a knowing violation of law.

11.2 Indemnification

The Company shall indemnify, defend, and hold harmless each Member, Manager, and officer against any losses, claims, damages, liabilities, expenses (including reasonable legal fees), judgments, and settlements incurred by such Person in connection with any legal proceeding arising out of or related to the business or affairs of the Company, provided that such Person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.

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12. MISCELLANEOUS PROVISIONS

12.1 Governing Law and Jurisdiction

This Agreement, and all claims or causes of action arising out of or relating to this Agreement, shall be governed by, construed, and enforced in accordance with the internal laws of the State of [State of Organization], without regard to its conflict of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [County], [State of Organization].

12.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

12.3 Entire Agreement

This Agreement, together with the Articles of Organization and Exhibit A, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

12.4 Counterparts and Electronic Execution

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by email (PDF) or electronic signature system (such as DocuSign or Adobe Sign) shall be effective as manual delivery of an original executed counterpart.

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13. EXHIBIT A: MEMBER SCHEDULE & CAPITAL CONTRIBUTIONS

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14. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties hereto have executed this Limited Liability Company Operating Agreement as of the Effective Date first written above.

FOR [COMPANY FULL LEGAL NAME], LLC:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role - e.g., Managing Member]
Company: [Company Legal Name]
Date: [Date]

FOR [CLIENT / COUNTERPARTY FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role - e.g., Member / Investor]
Company: [Counterparty Legal Name, if applicable]
Date: [Date]

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15. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Review & Customization: Open this document in Google Docs or Microsoft Word. Perform a global search-and-replace for all bracketed terms (e.g., [State of Organization], [Company Full Legal Name], [Effective Date], [Amount in USD]) with accurate legal data.
2. Exhibit A Reconciliation: Verify that all Capital Contributions listed on Exhibit A equal 100% of the total Percentage Interests and that initial funding has been deposited into the Company's designated bank account.
3. Signatory Authority Verification: Confirm that individuals executing on behalf of corporate entities possess valid resolutions or corporate authority to bind their respective organizations.
4. Digital Execution: Export the finalized agreement as a PDF and route through a compliant electronic signature platform (such as DocuSign or Adobe Sign) to create an auditable cryptographic execution trail.
5. Corporate Records Maintenance: File the fully executed PDF, along with the stamped Articles of Organization and state filing receipts, in the Company’s permanent Corporate Minute Book and cloud-based governance repository.