Llc Operating Agreement Template Word

OPERATING AGREEMENT FOR A MULTI-MEMBER LIMITED LIABILITY COMPANY

DOCUMENT ID: LLC-OP-AGR-2024-001
EFFECTIVE DATE: [Effective Date]
VERSION: 1.0
GOVERNING JURISDICTION: [State of Formation]

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LEGAL DISCLAIMER

This document is provided for informational and template purposes only and does not constitute formal legal advice. The enforceability of this agreement is subject to the specific statutes and regulations of the governing jurisdiction. Users are strongly advised to consult with qualified legal counsel to ensure compliance with local filing requirements, tax implications, and specific business needs.

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1. PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the Members identified in Schedule A, for the purpose of forming and governing [Company Full Legal Name] (the "Company"), a limited liability company organized under the laws of [State of Formation].

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2. ORGANIZATION AND PURPOSE

2.1 Formation: The Members have formed the Company pursuant to the [State] Limited Liability Company Act (the "Act"). The Articles of Organization have been filed with the [Secretary of State/Relevant Agency].
2.2 Purpose: The purpose of the Company is to engage in [Business Description] and any other lawful act or activity for which limited liability companies may be organized under the Act.
2.3 Term: The Company shall continue in existence until dissolved in accordance with this Agreement or the Act.

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3. CAPITAL CONTRIBUTIONS AND OWNERSHIP

3.1 Capital Contributions: Each Member shall contribute the amount of cash or property set forth in Schedule A.
3.2 Membership Interests: The ownership interest of each Member shall be represented by Percentage Interests as defined in Schedule A.
3.3 Liability: No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member.

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4. MANAGEMENT AND VOTING

4.1 Management: The Company shall be managed by [Manager-Managed/Member-Managed]. If Manager-managed, the Manager(s) shall have the authority to bind the Company.
4.2 Voting: Except as otherwise provided herein, all decisions shall be made by a majority vote based on the Members' Percentage Interests.
4.3 Meetings: Meetings may be held at any time upon reasonable notice. Action may be taken by written consent without a meeting.

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5. DISTRIBUTIONS AND ALLOCATIONS

5.1 Allocations: Profits and losses shall be allocated to the Members in proportion to their respective Percentage Interests.
5.2 Distributions: Distributions shall be made at such times and in such amounts as determined by the [Manager/Members], provided the Company remains solvent and able to pay its debts.

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6. TRANSFER OF INTERESTS

6.1 Restrictions: No Member may sell, assign, or transfer any portion of their Membership Interest without the prior written consent of a majority of the other Members.
6.2 Right of First Refusal: Should a Member desire to transfer their interest, the remaining Members shall have a right of first refusal to purchase said interest at fair market value.

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7. DISSOLUTION AND LIQUIDATION

7.1 Events of Dissolution: The Company shall dissolve upon the unanimous consent of the Members, or upon the occurrence of any event requiring dissolution under the Act.
7.2 Liquidation: Upon dissolution, the assets shall be applied first to satisfy Company liabilities, and any remaining proceeds shall be distributed to the Members in proportion to their capital accounts.

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8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification: The Company shall indemnify any Member or Manager to the fullest extent permitted by the Act for acts performed in good faith on behalf of the Company.
8.2 Liability: No Member or Manager shall be liable to the Company for damages for any breach of duty, except for acts of gross negligence, willful misconduct, or a knowing violation of law.

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9. MISCELLANEOUS

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State of Formation].
9.2 Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior understandings.
9.3 Amendments: This Agreement may only be amended by a written instrument signed by all Members.
9.4 Severability: If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

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10. 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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11. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Information Gathering: Populate all bracketed fields ([...]) in Microsoft Word or Google Docs. Ensure Schedule A (referenced in Section 3) is appended with a table of names, addresses, capital contributions, and percentage interests.
2. Review: Conduct a final review to ensure the "Manager-Managed" vs "Member-Managed" designation matches your operational intent.
3. Execution: Use an electronic signature platform (DocuSign, Adobe Sign, or HelloSign) to ensure legal audit trails are captured. Ensure all Members execute the document.
4. Filing:
   • Store the original digitally signed copy in the Company’s "Corporate Minute Book" or secure digital repository.
   • Do not send this Operating Agreement to the Secretary of State (unless specifically required by local statute for public record). It is an internal governing document.
5. Record Retention: Maintain this document for the duration of the Company's existence plus seven years post-dissolution for tax audit purposes.