Llc Operating Agreement Template Ohio

REGULATION-COMPLIANT INSTITUTIONAL LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: OH-LLC-OA-2026-V1
Effective Date: [Effective Date]
Governing Jurisdiction: State of Ohio (Chapter 1705 / 1706 of the Ohio Revised Code)
Version: 1.0 (Institutional Grade)

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SECTION 1: STATUTORY & LEGAL COMPLIANCE NOTICE

This Limited Liability Company Operating Agreement (the "Agreement") is drafted to comply with and incorporate the statutory frameworks set forth in the Ohio Revised Code (ORC), specifically governing limited liability companies. This document constitutes a binding legal contract among the Company and its Members.

Legal Disclaimer: This document is an institutional-grade legal template. Execution of this Agreement affects significant legal rights, tax status, and operational control. The Members acknowledge that they have been advised to retain independent legal counsel and certified public accountants licensed within the State of Ohio to review this instrument prior to execution to ensure alignment with specific organizational, financial, and tax objectives.

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SECTION 2: PARTIES & RECITALS

This Limited Liability Company Operating Agreement is entered into and made effective as of [Effective Date] (the "Effective Date"), by and among [Company Full Legal Name], an Ohio limited liability company (the "Company"), and the initial members set forth on Exhibit A attached hereto (each a "Member" and collectively, the "Members").

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 Ohio pursuant to Chapter 1706 of the Ohio Revised Code;

WHEREAS, the parties desire to set forth their respective rights, duties, obligations, and relations with respect to the Company, its management, its capital structure, and the conduct of its business in accordance with the laws of the State of Ohio;

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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SECTION 3: DEFINITIONS & INTERPRETATION

3.1 Definitions

Capitalized terms used in this Agreement shall have the meanings assigned to them below:

• "Act" means the Ohio Limited Liability Company Act, codified in Chapter 1706 of the Ohio Revised Code, as amended from time to time.
• "Articles of Organization" means the articles of organization of the Company filed with the Ohio Secretary of State, as amended or restated from time to time.
• "Capital Contribution" means the total amount of cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property, contributed to the Company by a Member.
• "Code" means the Internal Revenue Code of 1986, as amended.
• "Interest" means a Member's economic and governance rights in the Company, including voting rights, management rights, and the right to receive distributions.
• "Manager" means any person designated as a manager of the Company pursuant to Section 6 of this Agreement, acting either individually as a Manager or collectively as a Board of Managers.

3.2 Interpretation

The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this text. Whenever the context requires, the gender of all words includes the masculine, feminine, and neuter, and the singular includes the plural.

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SECTION 4: COMPANY FORMATION & GOVERNANCE

4.1 Formation

The Company was formed upon the filing of its Articles of Organization with the Office of the Secretary of State of Ohio. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. In the event of any direct conflict between the terms of this Agreement and the mandatory provisions of the Act, the statutory provisions shall control to the extent they cannot be waived, otherwise this Agreement shall govern.

4.2 Name

The name of the Company is [Company Full Legal Name]. The business of the Company may be conducted under that name or such other names as the Members or Managers may select from time to time, subject to compliance with applicable fictitious name registration statutes in Ohio and other relevant jurisdictions.

4.3 Principal Place of Business & Registered Agent

• Principal Office: The principal office of the Company shall be located at [Principal Address], or such other location as the Members may designate.
• Registered Agent: The name and address of the statutory agent for service of process in the State of Ohio is [Registered Agent Name], located at [Registered Agent Address].

4.4 Term

The term of the Company shall be perpetual unless and until dissolved in accordance with the provisions of this Agreement or the applicable laws of the State of Ohio.

4.5 Purpose

The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

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SECTION 5: CAPITAL CONTRIBUTIONS & INTERESTS

5.1 Initial Capital Contributions

Concurrently with the execution of this Agreement, each Member has contributed to the Company cash, property, or services in the amounts and valued as set forth in Exhibit A (Capital Contributions and Percentage Interests), receiving in exchange the corresponding Percentage Interest.

5.2 Additional Capital Contributions

No Member shall be required to make any additional Capital Contributions to the Company beyond those set forth in Exhibit A, unless unanimously agreed upon in writing by all Members. If the Members determine that additional capital is required for the operations of the Company, a capital call notice shall be issued specifying the total amount required and each Member's pro-rata share based on their current Percentage Interests.

5.3 Failure to Fund Capital Calls

If any Member fails to make an approved additional Capital Contribution within thirty (30) days of receiving written notice, the non-defaulting Members may elect to:

1. Advance the required funds as a demand loan bearing interest at the prime rate plus four percent (4%) per annum; or
2. Dilute the defaulting Member's Percentage Interest proportionally based on the fair market value of the Company as determined independently by a certified valuation expert.

5.4 Capital Accounts

A separate Capital Account shall be maintained for each Member in accordance with Section 704(b) of the Internal Revenue Code and Treasury Regulations Section 1.704-1(b)(2)(iv). No Member shall be entitled to withdraw any part of their Capital Account or receive any distributions except as expressly provided herein.

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SECTION 6: MANAGEMENT & VOTING RIGHTS

6.1 Management Structure

The Company shall be managed by: (Select one)

• Member-Managed: The business and affairs of the Company shall be managed by the Members. Each Member shall have agency authority to bind the Company in the ordinary course of business.
• Manager-Managed: The business and affairs of the Company shall be directed, managed, and controlled by one or more Managers. The initial Manager(s) shall be [Manager Full Legal Name].

6.2 Authority of Managers

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, except as expressly limited by this Agreement or the Act.

6.3 Voting and Decision Making

Unless a higher voting threshold is explicitly required by this Agreement or the Act, all operational and management decisions requiring a vote of the Members or Managers shall be decided by a majority vote (greater than 50% of the Percentage Interests or weighted votes of the Managers). The following actions require the unanimous written consent of all Members:

1. The amendment or restatement of this Agreement or the Articles of Organization;
2. The admission of any new Member;
3. The merger, consolidation, conversion, or sale of substantially all assets of the Company;
4. The voluntary dissolution, winding up, or bankruptcy filing of the Company.

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SECTION 7: DISTRIBUTIONS & ALLOCATIONS

7.1 Distributions of Cash Flow

Available Cash Flow, as determined by the Manager(s) after establishing appropriate reserves for working capital, debt service, and contingent liabilities, shall be distributed to the Members pro-rata in proportion to their respective Percentage Interests at such times as the Manager(s) shall determine, but not less frequently than annually.

7.2 Tax Allocations

All items of income, gain, loss, deduction, and credit of the Company shall be allocated to the Members for federal, state, and local income tax purposes in proportion to their respective Percentage Interests, subject to compliance with Sections 704(b) and 704(c) of the Code and the Treasury Regulations promulgated thereunder.

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SECTION 8: TRANSFERS & RESTRICTIONS ON INTERESTS

8.1 General Restriction on Transfers

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, which consent may be withheld in their absolute discretion. Any attempted transfer in violation of this section shall be null and void ab initio.

8.2 Right of First Refusal

If a Member receives a bona fide, written, arm's-length offer from a third party to purchase all or any portion of their Interest, that Member (the "Selling Member") shall first offer such Interest to the Company and the remaining Members on the same terms and conditions. The Company shall have thirty (30) days to accept the offer, followed by the remaining Members for an additional fifteen (15) days.

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SECTION 9: DISSOLUTION, LIQUIDATION, & WINDING UP

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 Section 1706.47 of the Ohio Revised Code; or
3. The bankruptcy, death, resignation, expulsion, or dissolution of a Member, unless within ninety (90) days thereof the remaining Members elect in writing to continue the business of the Company.

9.2 Liquidation Procedure

Upon dissolution, the Company shall cease carrying on its active business. A liquidating trustee (who may be a Manager or Member) shall proceed to wind up the business and affairs of the Company. The assets of the Company shall be applied in the following order of priority:

1. To the payment and discharge of all debts and liabilities of the Company to creditors (including Members who are creditors);
2. To the setup of any necessary reserves for contingent or unforeseen liabilities; and
3. The balance, if any, to the Members in proportion to their positive Capital Account balances, and thereafter in accordance with their Percentage Interests.

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SECTION 10: BOOKS, RECORDS, & TAX MATTERS

10.1 Books and Records

The Company shall maintain complete and accurate books and records of its business and financial standing at its principal place of business. Every Member shall have the right to inspect and copy such records upon reasonable written demand during normal business hours.

10.2 Tax Matters Partner / Partnership Representative

[Designated Member/Manager Name] is hereby designated as the "Partnership Representative" of the Company pursuant to Section 6223 of the Code and corresponding provisions of state law, with full power to act on behalf of the Company in all tax audits and proceedings.

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SECTION 11: EXCULPATION, INDEMNIFICATION, & LIABILITY

11.1 Limitation of Liability

No Member or Manager shall be personally liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Member or Manager, provided that this provision shall not eliminate or limit liability for:

1. Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
2. Any unlawful distribution under the Act; or
3. Any transaction from which the Member or Manager derived an improper personal financial benefit.

11.2 Indemnification

The Company shall indemnify, defend, and hold harmless any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that they are or were a Member, Manager, officer, employee, or agent of the Company, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, to the fullest extent permitted under the laws of the State of Ohio.

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SECTION 12: MISCELLANEOUS PROVISIONS

12.1 Governing Law & Forum Selection

This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the internal laws of the State of Ohio, without regard to its conflict of laws principles. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts located in [County Name] County, Ohio, or the United States District Court for the District in which the principal office is located, for any actions arising out of or relating to this Agreement.

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 of this Agreement shall remain in full force and effect.

12.3 Entire Agreement

This Agreement, together with the Articles of Organization and Exhibit A, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

12.4 Amendments

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless the same is in writing and signed by all Members of the Company.

12.5 Counterparts

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 a signature page by electronic transmission (PDF or digital signature platform) shall be effective as delivery of a manually executed counterpart.

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SECTION 13: 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]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Managing Member]
Company: [Company Full Legal Name]
Date: [Date]

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FOR MEMBER / COUNTERPARTY:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Member Entity Name, if applicable]
Date: [Date]

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EXHIBIT A: INITIAL CAPITAL CONTRIBUTIONS & PERCENTAGE INTERESTS

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SECTION 14: STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Review & Customization: Open this template in Microsoft Word or Google Docs. Locate all bracketed terms (e.g., [Company Full Legal Name], [Principal Address], [Effective Date], [Amount in USD]) and replace them with precise factual data. Delete all bracketed instructions.
2. Exhibit A Verification: Populate Exhibit A to ensure that all capital contributions total correctly and that the Percentage Interests sum mathematically to exactly 100.00%.
3. Signatory Verification: Ensure that the individuals signing on behalf of the Company and any corporate/entity members possess verified legal authority under organizational resolutions or corporate bylaws to bind their respective entities.
4. Execution Protocol: Execute the agreement. Wet-ink signatures are legally valid, but secure digital signature platforms (such as DocuSign, Adobe Sign, or HelloSign) utilizing cryptographic audit trails are strongly recommended for evidentiary compliance.
5. Post-Execution Record Retention: Store the fully executed Agreement in the Company’s official Minute Book / Records Binder at its principal place of business. Provide a signed copy to all participating Members. Under Ohio law, a copy of this Agreement and all amendments must be kept available at the company’s principal office for inspection by any Member. No public filing of the Operating Agreement is required with the Ohio Secretary of State, maintaining private governance confidentiality.