Llc Operating Agreement Template Illinois

OPERATING AGREEMENT FOR [COMPANY FULL LEGAL NAME], LLC

Document ID: IL-LLC-OA-[YEAR]-[001] Effective Date: [Effective Date] Version: 1.0 Governing Jurisdiction: State of Illinois (Illinois Limited Liability Company Act, 805 ILCS 180/)

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LEGAL NOTICE AND DISCLAIMER

This document is a template drafted for general use within the jurisdiction of Illinois. It is intended for educational and foundational purposes. This agreement constitutes a legally binding contract; however, local ordinances, tax considerations, and specific business requirements may necessitate customization by licensed legal counsel. The user assumes all responsibility for the execution and filing of this document.

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ARTICLE 1: FORMATION AND PURPOSE

1.1 Formation. The Members have formed a Limited Liability Company under the laws of the State of Illinois by filing Articles of Organization with the Secretary of State. 1.2 Name. The name of the Company is [Company Full Legal Name], LLC. 1.3 Purpose. The purpose of the Company is to engage in any lawful business for which an LLC may be organized under the Illinois Limited Liability Company Act. 1.4 Term. The Company shall exist in perpetuity unless dissolved in accordance with this Agreement.

ARTICLE 2: CAPITAL CONTRIBUTIONS AND MEMBERSHIP

2.1 Initial Contributions. The initial capital contributions of the Members are as follows:

• [Member Name A]: [Amount in USD]
• [Member Name B]: [Amount in USD] 2.2 Membership Interest. The percentage of membership interest shall be proportional to the capital contributions unless otherwise agreed in writing. 2.3 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously agreed upon by the Members.

ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS

3.1 Profits and Losses. Net profits and net losses shall be allocated to the Members in proportion to their respective Membership Interests. 3.2 Distributions. Cash distributions shall be made at such times and in such amounts as determined by the Members, subject to the solvency requirements of the Illinois Limited Liability Company Act.

ARTICLE 4: MANAGEMENT AND VOTING

4.1 Management. The Company shall be [Member-Managed / Manager-Managed]. 4.2 Voting. Except as otherwise provided herein, all actions requiring a vote shall be decided by a majority of the Membership Interests. 4.3 Authority. [List Authorized Person(s)] shall have the authority to bind the Company in the ordinary course of business.

ARTICLE 5: TRANSFER OF INTERESTS

5.1 Restrictions. No Member may sell, assign, or encumber 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 6: DISSOLUTION AND TERMINATION

6.1 Events of Dissolution. The Company shall dissolve upon the unanimous written agreement of the Members, or upon the entry of a decree of judicial dissolution. 6.2 Liquidation. Upon dissolution, the Company’s assets shall be liquidated, and the proceeds shall be applied first to creditors, then to the Members in accordance with their capital accounts.

ARTICLE 7: CONFIDENTIALITY AND NON-DISCLOSURE

7.1 Confidentiality. Each Member agrees to hold all proprietary business information in strict confidence and shall not disclose such information to any third party without express written consent from the Company.

ARTICLE 8: INDEMNIFICATION

8.1 Limitation of Liability. No Member or Manager shall be liable to the Company or other Members for any loss, damage, or claim incurred by reason of any act or omission performed in good faith on behalf of the Company. 8.2 Indemnification. The Company shall indemnify and hold harmless any person made a party to a proceeding because they are or were a Member or Manager of the Company to the fullest extent permitted by Illinois law.

ARTICLE 9: MISCELLANEOUS

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings. 9.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable. 9.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 9.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

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EXECUTION AND SIGNATURE BLOCKS

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

FOR [MEMBER NAME B]: 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 this document in your preferred word processor. Use "Find and Replace" (Ctrl+H) to update all bracketed fields (e.g., [Company Full Legal Name]) with your specific entity details.
2. Authority Verification: Ensure the persons signing have the legal authority (as defined in your Articles of Organization or internal bylaws) to bind the company.
3. Execution: Print two original copies. All parties should sign and date in the presence of each other. If using digital signatures (DocuSign/Adobe Sign), ensure the audit trail settings are enabled for maximum enforceability.
4. Filing:
   • Retain one fully executed original at the Company's principal place of business.
   • You do not need to file this Operating Agreement with the Illinois Secretary of State; however, it must be available for inspection by any Member.
5. Annual Maintenance: Review this agreement annually to ensure it reflects current ownership stakes or operational changes. Update and amend in writing as necessary.