Llc Operating Agreement Template Word Download

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: LLC-OA-GEN-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State of Formation]

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1. LEGAL DISCLAIMER & STATUTORY NOTICE

This document is a standardized template provided for informational purposes only. It does not constitute legal advice or an attorney-client relationship. LLC laws (e.g., Delaware Limited Liability Company Act, Uniform Limited Liability Company Act) vary significantly by jurisdiction. Users are strongly advised to have this document reviewed by qualified legal counsel licensed in the state of formation to ensure compliance with local filing requirements, tax implications, and specific business needs.

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2. PARTIES AND RECITALS

This Limited Liability Company Operating Agreement (the "Agreement") is entered into as of the [Effective Date] (the "Effective Date") by and between [Company Full Legal Name], a limited liability company organized under the laws of the State of [State of Formation] (the "Company"), and the undersigned Members:

1. [Member 1 Full Legal Name], residing at [Member 1 Principal Address] ("Member 1"); and
2. [Member 2 Full Legal Name], residing at [Member 2 Principal Address] ("Member 2").

RECITALS: WHEREAS, the Members have formed the Company as a limited liability company under the laws of the State of [State of Formation] by filing a Certificate of Formation with the Secretary of State on [Date of Formation]; WHEREAS, the Members desire to adopt this Agreement to govern the management, operations, and financial affairs of the Company.

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3. OPERATIVE CLAUSES

ARTICLE I: ORGANIZATION AND PURPOSE

1.1 Name. The name of the Company is [Company Full Legal Name]. 1.2 Purpose. The Company is formed for the purpose of [Description of Business Activity] and to conduct any lawful business for which a limited liability company may be organized under the laws of the State of [State of Formation]. 1.3 Term. The Company shall continue in existence until dissolved in accordance with this Agreement or applicable law.

ARTICLE II: CAPITAL CONTRIBUTIONS AND OWNERSHIP

2.1 Initial Contributions. The Members shall contribute the initial capital set forth in Exhibit A in the amounts of [Amount in USD]. 2.2 Ownership Interests. Ownership interests shall be allocated as follows: [Member 1 Name] ([Percentage]%), [Member 2 Name] ([Percentage]%). 2.3 Liability. No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member, except as required by law.

ARTICLE III: MANAGEMENT AND VOTING

3.1 Management. The Company shall be managed by [Member/Manager]. 3.2 Voting. Except as otherwise provided herein, all decisions regarding the management of the Company shall be made by the affirmative vote of Members holding a majority of the ownership interests.

ARTICLE IV: DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions. Net profits and losses shall be distributed to the Members in proportion to their respective ownership interests at such times as determined by the Managing Member.

ARTICLE V: TRANSFER OF INTERESTS

5.1 Restrictions. No Member may sell, assign, or encumber their interest without the prior written consent of all other Members.

ARTICLE VI: DISSOLUTION

6.1 Events of Dissolution. The Company shall dissolve upon the unanimous agreement of the Members or upon the entry of a decree of judicial dissolution.

ARTICLE VII: INDEMNIFICATION

7.1 Indemnification. The Company shall indemnify, defend, and hold harmless any Member or manager from and against any loss, expense, or claim arising out of their performance of duties on behalf of the Company, provided such acts were not a result of gross negligence or willful misconduct.

ARTICLE VIII: GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by the laws of the State of [State of Formation]. 8.2 Dispute Resolution. Any dispute arising under this Agreement shall be settled by binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

ARTICLE IX: 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 is held to be invalid, the remaining provisions shall remain in full force and effect. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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4. 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 1 FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Member 1 Name] Title: Member Date: [Date]

FOR [MEMBER 2 FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Member 2 Name] Title: Member Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open this document in Microsoft Word. Use the "Find and Replace" function (Ctrl+H) to replace all bracketed items [...] with your specific corporate details.
2. Review: Ensure the "Purpose" section (Article 1.2) reflects the exact business activities of the entity.
3. Internal Verification: Confirm that the percentage interests in Section 2.2 reconcile exactly to 100% and match your initial filings with the Secretary of State.
4. Execution:
   • Print two hard copies or upload the finalized document to a platform like DocuSign or Adobe Sign.
   • Ensure all members sign in the presence of one another or via a secure digital identity verification method.
5. Record Retention:
   • Retain one fully executed original at the Company's principal place of business.
   • Provide each Member with a certified copy of the executed Agreement for their tax and personal records.
6. Post-Filing: Attach this Agreement to your corporate "Minute Book" as it serves as the foundational governance document for your LLC.