Llc Operating Agreement Template Washington State

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: LLC-WA-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Washington (RCW 25.15)

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STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is a template drafted to comply with the Washington Limited Liability Company Act (RCW 25.15). It is provided for informational purposes only and does not constitute formal legal advice or create an attorney-client relationship. LLC operating agreements are high-stakes legal instruments; failure to tailor them to specific capital structures, tax elections, and management preferences may lead to unintended tax liabilities or governance deadlock. Users are strongly advised to have this document reviewed by qualified legal counsel admitted to practice in Washington State prior to execution.

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ARTICLE I: ORGANIZATION AND PURPOSE

1.1 Formation: The Members have formed a Limited Liability Company ("Company") under the laws of the State of Washington by filing a Certificate of Formation with the Washington Secretary of State. 1.2 Company Name: The name of the Company is [Company Full Legal Name]. 1.3 Principal Office: The principal office of the Company shall be [Principal Address]. 1.4 Purpose: The Company is formed for the purpose of engaging in any lawful business, trade, or activity for which a limited liability company may be organized under the laws of Washington.

ARTICLE II: MEMBERSHIP AND CAPITAL CONTRIBUTIONS

2.1 Members: The name and address of each Member are set forth in Exhibit A. 2.2 Capital Contributions: Each Member shall contribute the amount set forth in Exhibit A. No interest shall accrue on any capital contribution. 2.3 Liability of Members: No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member.

ARTICLE III: MANAGEMENT AND VOTING

3.1 Management: The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, the Manager shall be [Name of Manager]. 3.2 Voting: Unless otherwise required by the Washington Limited Liability Company Act, all decisions of the Company shall be made by a majority vote of the Members based on their respective Percentage Interests.

ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS

4.1 Profits and Losses: Profits and losses of the Company shall be allocated to the Members in proportion to their respective Percentage Interests. 4.2 Distributions: The Company shall distribute available cash to the Members at such times and in such amounts as determined by the [Manager/Members].

ARTICLE V: TRANSFERS AND WITHDRAWALS

5.1 Restriction on Transfer: No Member may sell, assign, or transfer their interest in the Company without the prior written consent of the majority of the other Members. 5.2 Withdrawal: A Member may not withdraw from the Company except upon the occurrence of an event as defined under RCW 25.15.

ARTICLE VI: DISSOLUTION

6.1 Events of Dissolution: The Company shall be dissolved upon the occurrence of: (a) the written agreement of all Members; or (b) the entry of a decree of judicial dissolution. 6.2 Liquidation: Upon dissolution, the assets of the Company shall be applied to pay creditors, and the remaining assets shall be distributed to the Members in proportion to their capital account balances.

ARTICLE VII: INDEMNIFICATION

The Company shall indemnify any person who was or is a party to any proceeding by reason of the fact that they are or were a Member or Manager of the Company, to the fullest extent permitted by Washington law.

ARTICLE VIII: GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 8.2 Dispute Resolution: Any dispute arising out of this Agreement shall be resolved through mandatory, binding arbitration conducted in [County], Washington, under the rules of the American Arbitration Association.

ARTICLE IX: MISCELLANEOUS

9.1 Amendments: This Agreement may only be amended by a written instrument signed by all Members. 9.2 Entire Agreement: This document constitutes the entire agreement between the Members concerning the subject matter hereof and supersedes all prior agreements. 9.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.

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EXECUTION & FORMAL SIGNATURE BLOCKS

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

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

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Information Gathering: Compile the full legal names and addresses of all initial members and define the capital contribution amounts in USD.
2. Document Customization: Use a word processor (Word/Google Docs) to replace all bracketed text. Ensure the "Member-Managed" vs. "Manager-Managed" designation reflects your internal operational hierarchy.
3. Drafting Exhibit A: Create an "Exhibit A" document listing each member, their capital contribution, and their ownership percentage (summing to 100%).
4. Signatory Verification: Ensure the persons signing have the legal authority (via Board Resolution or Bylaws) to bind their respective entities.
5. Digital Execution: Utilize an e-signature platform (DocuSign, Adobe Sign, or HelloSign). Ensure the "Audit Trail" feature is enabled to create an admissible digital record of the signing process.
6. Record Retention: Store the executed Agreement, Exhibit A, and the Certificate of Formation in a secure, centralized Corporate Minute Book. It is recommended to maintain both a physical copy and a redundant cloud backup.
7. Compliance Filing: Ensure you have filed your Initial Report with the Washington Secretary of State to maintain good standing.