Operating Agreement Form for an Llc

OPERATING AGREEMENT FOR A MULTI-MEMBER LIMITED LIABILITY COMPANY

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

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STATUTORY & LEGAL COMPLIANCE NOTICE

This Operating Agreement is drafted for general corporate utility. LLC laws vary significantly by state (e.g., Delaware vs. California). This document is intended as a legal framework and does not constitute tax or specific regulatory advice. Parties should consult with a licensed attorney in the governing jurisdiction to ensure compliance with local Revised Limited Liability Company Acts and tax filing requirements (IRS Form 8832 or 1065).

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ARTICLE 1: PARTIES & RECITALS

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and between the following Members:

1. [Member 1 Full Legal Name], with a principal address of [Principal Address] ("Member 1"); and
2. [Member 2 Full Legal Name], with a principal address of [Principal Address] ("Member 2").

The Members have formed a Limited Liability Company under the laws of the State of [State] under the name [Company Full Legal Name] (the "Company"). The Members hereby adopt this Agreement to govern the affairs of the Company.

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ARTICLE 2: CAPITAL CONTRIBUTIONS & OWNERSHIP

2.1 Capital Contributions. Each Member shall contribute the following initial capital contribution:

• Member 1: [Amount in USD]
• Member 2: [Amount in USD] 2.2 Ownership Interests. The Membership Interest of each Member shall be determined by their respective Capital Contribution percentages, currently: Member 1 ([X]%) and Member 2 ([X]%).

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ARTICLE 3: MANAGEMENT & VOTING

3.1 Management. The Company shall be managed by [Member-Managed/Manager-Managed]. 3.2 Voting. Except as otherwise provided by law, all decisions shall require a [Majority/Supermajority] vote of the Membership Interests.

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ARTICLE 4: ALLOCATION OF PROFITS, LOSSES, & DISTRIBUTIONS

4.1 Allocations. Net profits and net losses shall be allocated to the Members in proportion to their respective Membership Interests. 4.2 Distributions. Cash distributions shall be made at such times and in such amounts as determined by the Management, subject to the Company’s liquidity requirements.

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ARTICLE 5: INTELLECTUAL PROPERTY & CONFIDENTIALITY

5.1 Work Made for Hire. All work product, inventions, and developments created by any Member or employee for the Company shall be deemed "work made for hire" and shall remain the exclusive property of the Company. 5.2 Confidentiality. Members shall hold all non-public Company information in strict confidence and shall not disclose such information to any third party without prior written consent from the Company.

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ARTICLE 6: REPRESENTATIONS & WARRANTIES

Each Member represents and warrants that: (a) they have full legal capacity to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) the execution of this Agreement does not violate any other contract or legal restriction to which the Member is subject.

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ARTICLE 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability. No Member or Manager shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or Manager. 7.2 Indemnification. The Company shall indemnify and hold harmless 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 the laws of the State of [State].

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ARTICLE 8: DISPUTE RESOLUTION & GOVERNING LAW

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. 8.2 Arbitration. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [County, State] under the rules of the American Arbitration Association.

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ARTICLE 9: MISCELLANEOUS

9.1 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable. 9.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.

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ARTICLE 10: EXECUTION

FOR [MEMBER 1 LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Name]
Title: Member
Company: [Company Legal Name]
Date: [Date]

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

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open the document in a word processor. Perform a "Find and Replace" for all bracketed items (e.g., [Company Full Legal Name]). Ensure all percentages in Article 2 add up to 100%.
2. Authority Verification: Confirm that the individuals signing have the legal authority to bind the entity or themselves. If a Member is an entity (e.g., a Trust or another LLC), ensure an Incumbency Certificate is attached.
3. Execution:
   • Digital Signature: Upload the finalized PDF to a secure platform like DocuSign or Adobe Sign to capture audit trails.
   • Wet Ink: If signing manually, sign in duplicate (one original for each party).
4. Filing:
   • Internal: Store a digital copy in your secure corporate records.
   • External: This document generally does not need to be filed with the Secretary of State (unlike the Articles of Organization), but it must be retained at the Company’s principal place of business for tax audits and internal governance.
5. Record Retention: Maintain this document for the life of the Company plus seven years post-dissolution.