Llc Operating Agreement Template Nj

OPERATING AGREEMENT FOR [COMPANY FULL LEGAL NAME], L.L.C.

Document ID: NJ-LLC-OA-[YYYY][MM][DD]
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of New Jersey (New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq.)

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LEGAL DISCLAIMER

This document is a template drafted for general informational and structural purposes in compliance with New Jersey law. It does not constitute specific legal or tax advice. The user is strongly advised to consult with a qualified attorney licensed in the State of New Jersey before execution, as business needs, tax elections (e.g., S-Corp vs. Partnership), and internal governance requirements vary significantly.

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ARTICLE 1: FORMATION AND ORGANIZATION

1.1 Formation. The Members have formed a Limited Liability Company ("Company") pursuant to the New Jersey Revised Uniform Limited Liability Company Act.
1.2 Name. The name of the Company is [Company Full Legal Name].
1.3 Registered Office and Agent. The registered office shall be [Registered Office Address] and the registered agent shall be [Registered Agent Name].
1.4 Term. The Company shall have perpetual existence unless dissolved in accordance with this Agreement.

ARTICLE 2: CAPITAL CONTRIBUTIONS AND MEMBERSHIP

2.1 Initial Contributions. The Members have contributed the following:
[Member Name]: $[Amount in USD]
[Member Name]: $[Amount in USD]
2.2 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing.
2.3 Membership Interests. Membership interests shall be expressed as a percentage, as follows:
[Member Name]: [X]%
[Member Name]: [X]%

ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS

3.1 Profits and Losses. Profits and losses shall be allocated to Members in proportion to their respective Membership Interests.
3.2 Distributions. Cash available for distribution shall be determined by the Members and distributed in accordance with their respective Membership Interests.

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 decisions shall be made by a [Majority/Supermajority] vote of the Members.
4.3 Authority. Only authorized officers or managing members may bind the Company to contracts or incur liabilities.

ARTICLE 5: TRANSFER OF INTERESTS

5.1 Restrictions. No Member may sell, assign, encumber, or otherwise 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 a right of first refusal to purchase said interest at the same price and terms.

ARTICLE 6: DISSOLUTION AND LIQUIDATION

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

ARTICLE 7: REPRESENTATIONS AND INDEMNIFICATION

7.1 Representations. Each Member represents that they have the legal capacity to enter into this Agreement and that this Agreement is a binding obligation.
7.2 Indemnification. The Company shall indemnify and hold harmless any Member or Manager from any claim or loss arising out of their service to the Company, provided such acts were performed in good faith and not constituting gross negligence or willful misconduct.

ARTICLE 8: GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by the laws of the State of New Jersey.
8.2 Dispute Resolution. Any dispute arising from this Agreement shall be submitted to mandatory mediation in [County], New Jersey. If mediation fails, the dispute shall be resolved via binding arbitration administered by the American Arbitration Association.

ARTICLE 9: MISCELLANEOUS

9.1 Entire Agreement. This document constitutes the entire agreement between the parties.
9.2 Amendments. This Agreement may only be amended by a written instrument signed by all Members.
9.3 Severability. If any provision is held invalid, the remainder of the Agreement shall remain in full force and effect.

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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/CLIENT NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Document Customization: Open the template in a word processor. Replace all bracketed text [...] with the accurate legal data for your LLC. Ensure the "Management" section (Article 4.1) accurately reflects whether you are Member-Managed (all owners run it) or Manager-Managed (hired executives run it).
2. Review: Prior to signing, have the document reviewed by a New Jersey-based business attorney, particularly regarding tax classification (Partnership vs. Disregarded Entity).
3. Verification of Authority: Ensure the signatory has the legal authority to bind the entity. If the signatory is an entity, obtain a Resolution of Authorization.
4. Digital Execution: Use a secure, compliant platform such as DocuSign or Adobe Sign. Ensure the audit trail (IP address, timestamp) is attached to the final PDF.
5. Record Retention: Maintain the signed original in your Corporate Minute Book. Under New Jersey law, the LLC is required to keep a copy of its Operating Agreement at its principal place of business.
6. State Filing: Note that an Operating Agreement is an internal document and is generally not filed with the New Jersey Secretary of State (unlike the Certificate of Formation). Keep it private, but accessible for banking and tax audits.